TERMS OF SERVICE
For purposes of the TOS, the following defined terms shall have these meanings: (A) “Service(s)” shall mean any and all services on, or provided by or in connection with, the Site, whether or not such services are also provided or delivered by other means or media such as software or wireless devices; (B) “Site” shall mean this site; (C) “Site Content” shall mean any and all human–perceivable audio and/or visual elements of this Site, created or owned by SFLF, or user generated content, whether or not commissioned by SFLF, including, without limitation, any text, graphics, images, illustrations, photographs, animations, applications, video, audio or audiovisual works (including, for example, without limitation, movie trailers or episodic works), designs, logos, personal medical information, and other information and content made available through the Site; (D) “Site Code” means any and all underlying elements of the Site, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site; (E) “User Account” means any account created by you, through a registration process for the purpose of accessing or using certain Services.
LICENSE TO — USE THE SITE
SFLF grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site and the Site Content as described herein for your personal use only, by way of one (1) Internet Device connected to the Site over the Internet, provided that you comply fully with these TOS. You may “cache” pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site. Any other copy or use of a portion of the Site is not authorized, will be a violation of these TOS and will constitute a copyright violation. You shall not interfere, or attempt to interfere, with the operation of the Site in any way through any means or device, including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these TOS or by law.
CHANGES TO SITE AND/OR TERMS OF SERVICE
CHANGES IN SITE OWNERSHIP
OWNERSHIP OF TRADEMARKS, COPYRIGHTS, INTELLECTUAL PROPERTY
The Site, Site Content, Site Code, and all copyrights, trademarks, service marks, trade names and all other intellectual property rights therein are proprietary to SFLF and are owned by SFLF and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws. Unless permitted by SFLF, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site, the Site Content or Site Code, or otherwise use the Site, Site Content or Site Code on any other web site, other networked computer environment, or in any medium now known or hereafter developed, and you may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels on the Site or the Services (each, an “Unauthorized Use”).
Any Unauthorized Use constitutes an infringement of the copyrights and other proprietary rights of SFLF and/or its licensors and content providers and constitutes a violation of these TOS. Any violation of copyright laws may be subject to severe civil and criminal penalties.
From time to time, and at its sole discretion, SFLF may make available to users certain software that may be accessible or downloaded from this Site. In the event that you access or download software from this Site, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are non-exclusively licensed to you by SFLF or a SFLF-approved third party software provider (“Third Party Provider”) solely for your personal and non-commercial use. SFLF does not transfer title to the Software to you. You own the medium on which the Software is recorded, but SFLF and/or the Third Party Provider retain full and complete title to their respective Software, and all intellectual property rights therein. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Furthermore, your use of any Software of a Third Party Provider shall be subject to the terms and conditions set forth by such Third Party Provider and any applicable license agreement for its Software. Software from this Site is further subject to United States export controls. To the extent required by law, no software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
SFLF is pleased to hear from its donors and welcomes your comments regarding SFLF research and services, including this Site. In this connection, we request that your comments be specifically related to our research and services and nothing else.
If you send, post, or otherwise transmit any text, files, links, software, photographs, video, sound, music, feedback, comments, suggestions, or other information or material, including, without limitation, name, likeness, personal medical information (all whether concerning you or a third party) (collectively, the “Submissions”) to any part of the Site or Services, whether or not requested to do so by SFLF, you shall be deemed to have granted to SFLF a worldwide, royalty-free, non-exclusive, transferable, sub-licensable, perpetual license to cache, copy, distribute, transmit, publicly display, publicly perform, reproduce, revise and otherwise use the Submissions on the Site, the Services and in any other media, digital or analog, now known or hereafter invented, including, but not limited to, the internet, television programs, DVDs, mobile devices, outdoor media, and in advertising or promotion, print or otherwise; provided that any reproduction, revision or other uses that SFLF may make of the Submissions shall be consistent with and in furtherance of SFLF’s mission.
For the avoidance of doubt, by submitting your Submission you understand and agree that: (a) any Submissions you submit may become viewable by the public on the Site or elsewhere; (b) SFLF has the right to publish your name in connection with your Submissions, wherever applicable; (c) you will only submit Submissions that you own or have permission to submit from the owner, in which case you will provide SFLF a copy of a written consent from the owner, upon SFLF’s request; (d) You will only submit Submissions for which you have consent from any individual (or in the case of a minor, such minor’s parent or legal guardian) appearing in the Submission, and can provide evidence of such consent in writing to SFLF upon request; and (e) your Submission constitutes a waiver of the right to privacy or publicity of the owner of the Submission and any third party named in it with respect to the Submission and all of its contents.
SFLF will have no obligation to pay you any compensation with respect to its use or nonuse of your Submissions, and is under no obligation to post or use any Submissions you may provide. SFLF may remove any Submissions at any time in its sole discretion. You may request the removal of your Submissions for any reason on reasonable written notice to SFLF, on receipt of which SFLF will take commercially reasonable steps to comply.
PERSONAL MEDICAL INFORMATION IS OFTEN HIGHLY SENSITIVE INFORMATION WHICH SFLF TAKES VERY SERIOUSLY. AS SUCH, WE MUST ASK YOU TO BE VERY CAREFUL IN YOUR SELECTION OF WHAT INFORMATION YOU CHOOSE TO INCLUDE IN YOUR SUBMISSION, AS SUCH INFORMATION MAY BE VIEWABLE BY THE PUBLIC IMMEDIATELY UPON YOUR SUBMISSION AND MAY NOT BE REMOVED UNTIL A REQUEST FOR REMOVAL IS FILED AND EVENTUALLY PROCESSED BY SFLF.
By submitting your Submission, you agree to indemnify and hold SFLF (and its funders, successors, parents, subsidiaries, affiliates, officers, directors, agents, developers, joint venturers, networks, distributors and attorneys) harmless for any and all claims, damages, losses, and causes of action arising as a result of your Submissions, or your violation or claimed violation of any law or rights of a third party, or any other breach or claimed breach of the TOS. SFLF does not and cannot review all Submissions and is not responsible for the content or substance of these Submissions. However, SFLF reserves the right to delete, move, or edit Submissions that it, in its sole discretion, deems to be abusive, defamatory, obscene, in violation of copyright or trademark laws, or in violation of any person’s rights of privacy or publicity, or otherwise unacceptable.
SFLF SERVICES AND RULES FOR — USE
REGISTRATION AND ACCEPTANCE OF TERMS
In order to access some features of the Site and the Services, you may have to create or register for a User Account. In consideration for your use of the Services, you agree to (i) comply with the Rules, (ii) provide accurate, complete and true information about yourself as may be required on any registration form for Services (your “Registration Information”) in order to create your User Account, and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate the Rules, or provide inaccurate, false, or non-current Registration Information may, at SFLF’s sole discretion, have their User Accounts suspended or terminated, and may be permanently banned from using any current or future Services.
As part of your User Account, you will be responsible for creating, and maintaining the confidentiality of, your user name and password. We ask that you select a user name other than your real name or the real name of any other person. We also urge you to memorize your password or keep it in a secure place, away from the rest of your User Account information, as sharing your password with others may lead to unauthorized access to your User Account and the information therein. You agree that you will (i) immediately notify SFLF of any unauthorized use of your User Account, and (ii) ensure that you properly exit all Services at the completion of your use session. You are solely responsible for the activity that occurs on your User Account. SFLF shall have no liability for any loss or damage arising from your use of a User Account, the Site or any Service, or your failure to comply with these requirements. SFLF will not be liable for any losses caused by any unauthorized use of your User Account, but you may be liable for the losses of SFLF or others due to such unauthorized use.
GUIDELINES FOR — USE OF THE SERVICES
You are entirely responsible and liable for all activities conducted by you, and/or any other user of your User Account and of the Services, including the transmission, posting, or other provision of a Submission to any portion of the Services. Listed below are some, though not all, violations that may result in SFLF terminating or suspending your User Account and/or access to SFLF Services. You agree not to do any of the following actions while using any SFLF Service:
You understand that any content that you upload and/or post on the Site or any Service shall constitute a Submission for all purposes of these TOS.
Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.
DISPUTES WITH OTHER — USERS
If you have a dispute with one or more users, you release SFLF (and its successors, parents, subsidiaries, affiliates, officers, directors, agents, developers, joint venturers, networks, distributors and attorneys) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a New York resident, you waive New York Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
NON-UNITED STATES RESIDENTS
SFLF makes no representation that the Site Content, including merchandise offered for sale on the Site, and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the United States of America. Those who choose to access the Site from locations outside of the U.S.A. do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. With respect to shipments of merchandise to consumers, wherever they may reside, title to the merchandise and risk of loss shall pass to the buyer upon delivery of the merchandise to the common carrier.
The Site is controlled and operated by SFLF from its offices within the State of New York, United States of America. Use of this Site constitutes your consent and submission to service of process under applicable United States or New York law and to personal jurisdiction in a court of competent jurisdiction in the State of New York for the purposes of any legal action or claim pertaining to these Terms of Service, or arising from the use of your User Account and/or any SFLF Site or Service.
You understand and agree that SFLF may, in its sole discretion and at any time, limit, suspend, or terminate your password, User Account, or use of any Services, and discard and remove any and all Submissions submitted or posted by you to any SFLF Site or Service, for any reason. SFLF may also, in its sole discretion and at any time, discontinue any Site or Services or limit or restrict any user access thereto, for any reason. SFLF also reserves the right, in its sole discretion and at any time, to cancel unconfirmed accounts or accounts that have been inactive for a long time. You understand and agree that SFLF may take any one or more of these actions without any notice to you, prior or otherwise. Should SFLF take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your User Account, including your Registration Information and Submissions. You understand and agree that SFLF shall not have any liability to you or any other person for any termination of your access to any Services and/or the removal of information concerning your User Account.
THE SITE, SITE CONTENT, SITE CODE, THE SERVICES, AND THE SOFTWARE, IF APPLICABLE, ARE PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SFLF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. SFLF DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE, SITE CONTENT, SITE CODE, SERVICES OR SOFTWARE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, SITE CONTENT, SITE CODE, THE SERVER THAT MAKES THEM AVAILABLE, OR THE SOFTWARE ARE FREE OF VIR– USES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE CONTENT, SITE CODE, SOFTWARE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. SFLF DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE — USE OR THE RESULTS OF THE — USE OF THE SITE, THE SITE CONTENT, THE SITE CODE, THE SERVICES OR THE SOFTWARE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SFLF) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, SITE CONTENT, SITE CODE, THE SERVICES, AND SOFTWARE, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SFLF (AND ITS FUNDERS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, JOINT VENTURERS, NETWORKS, DISTRIBUTORS AND ATTORNEYS) SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SFLF (AND ITS FUNDERS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, DISTRIBUTORS, JOINT VENTURERS AND ATTORNEYS) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF — USE, DATA, BUSINESS OR PROFITS THAT RESULT FROM THE — USE OF, OR THE INABILITY TO — USE, THE SITE, SITE CONTENT, SITE CODE, THE SERVICES OR THE SOFTWARE, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN ADVISED, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. WHILE SFLF TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, SFLF (AND ITS FUNDERS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, DISTRIBUTORS, JOINT VENTURERS AND ATTORNEYS) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF SFLF (AND ITS FUNDERS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, DEVELOPERS, NETWORKS, DISTRIBUTORS, JOINT VENTURERS AND ATTORNEYS) TO YOU FOR ALL DAMAGES, LOSSES, AND CA– USES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO SFLF, IF ANY, FOR ACCESSING AND USING THIS SITE AND/OR THE SERVICES.
If you believe that any Submissions or any Site Content has been copied from any content in which you claim a copyright interest in a way that constitutes an infringement of your copyright interest, please forward the following information to the Copyright Agent named below:
Stem for Life Foundation Copyright
c/o Robin Smith
420 Lexington Avenue, Suite 350
New York, NY 10170
By this notice, SFLF seeks to preserve any and all exemptions from liability that may be available under the copyright law, but does not necessarily stipulate that it is a service provider as defined in 17 USC Section 512c or elsewhere in the law of the United States or any state or territory within the United States.
These Terms of Service shall be construed and enforced in accordance with the laws of the State of New York without regard to the choice of law principles thereof.
You agree that all Claims shall be determined by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be an attorney or retired judge with at least ten (10) years experience in the software industry and shall be mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the AAA. The fees of the Arbitrator shall be borne equally by the parties, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. There shall be a record of all arbitration proceedings and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator’s decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision (the “Appeal Notice”), the Arbitrator’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the New York Superior Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives a timely Appeal Notice, the Arbitrator’s decision shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within thirty (30) days after the date of the Appeal Notice and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator (applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a New York Court of Appeals reviewing a judgment of the New York Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding and may be enforced by a petition to the New York Superior Court. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, New York without thereby waiving its right to arbitration. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
All claims you bring against SFLF must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, SFLF may recover reasonable attorney’s fees and costs, provided that SFLF has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim within thirty (30) days of such notice.
Any claim or cause of action arising out of or related to use of the Site and/or any of the Services, or the contents or the TOS must be filed within one (1) year after such claim or cause of action arose regardless of any status or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action shall be barred.
Any failure to act by SFLF with respect to a breach by you or others does not waive SFLF’s right to act with respect to subsequent or similar breaches.
THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER IN CONTRACT OR TORT, INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.
If any provision of the TOS shall be held unlawful, void, invalid, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
COMPLIANCE WITH LAWS
You agree to comply with all applicable laws, rules and regulations in connection with your activities under the Rules.
This TOS sets forth the entire understanding and agreement between you and SFLF with respect to the subject matter hereof.
Headings are for reference purposes only and do not limit the scope or extent of such section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and SFLF as a result of this TOS or your use of the Site and/or any of the Services. This TOS is subject to existing laws and legal process, and nothing contained in this TOS is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site and/or any of the Services or information provided to or gathered by us with respect to such use. The Sites may be viewed or used outside the United States of America, but SFLF makes no representation that these materials are appropriate or available for use there.
Effective Date: September 15, 2015