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Terms of Use

Last updated: January 8, 2013

Welcome to Partnersinkind.com (the "Website"), operated by Partners in Kind, LLC and/or its subsidiaries or affiliates ("Partners in Kind" or "we"). The Website provides a service that enables businesses and individuals to connect with nonprofits for the purpose of providing in-kind donations and/or reduced-cost goods and services for events; additional services and features may be made available by Partners in Kind as explained on the Website (collectively "Partners in Kind Services"). It may be necessary to register with Partnersinkind.com or to use software provided by Partners in Kind (such as smartphone apps) in order to obtain certain services. Partners in Kind provides the Partners in Kind Services subject to the following terms and conditions. By using any Partners in Kind Services, including the Website, or any software provided by Partners in Kind, you represent and warrant that you have the right, authority, and capacity to enter into these terms of use (the "Agreement") and to abide by all of the terms and conditions of this Agreement.

By using Partners in Kind Services, you agree to this Agreement whether or not you register as a member of Partners in Kind ("Member"). Please read this Agreement carefully. If you object to anything in this Agreement or the Partners in Kind Privacy Policy, do not use the Partners in Kind Services.

PRIVACY

Please review our Privacy Policy which also governs your use of the Partners in Kind Services, to understand our practices. By agreeing to our Terms of Use, you also agree to our Privacy Policy.

ELECTRONIC COMMUNICATIONS

When you use Partners in Kind Services, or send emails, SMS or similar messages to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email or by posting notices on this site or through the other Partners in Kind Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

COPYRIGHT

All content included in or made available through any Partners in Kind Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is, as between you and Partners in Kind, the property of Partners in Kind or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Partners in Kind Service is, as between you and Partners in Kind, the exclusive property of Partners in Kind and protected by U.S. and international copyright laws. For the avoidance of doubt, these ownership provisions shall not alter any user’s continued ownership of User Content (discussed below).

TRADEMARKS

PARTNERS IN KIND, as well as graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Partners in Kind Service are trademarks or trade dress of Partners in Kind in the U.S. and other countries. Partners in Kind’s trademarks and trade dress may not be used in connection with any product or service that is not Partners in Kind’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Partners in Kind. All other trademarks not owned by Partners in Kind that appear in any Partners in Kind Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Partners in Kind.

LICENSE AND ACCESS

Subject to your compliance with this Agreement and your payment of any applicable fees, Partners in Kind or its providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make use of the Partners in Kind Services for their intended purposes. This license does not include: any resale or redistribution of any Partners in Kind Service; any collection and use of information available via the Website or through any other Partners in Kind Service; the reuse or derivative use of any Partners in Kind Service or its content; any downloading or copying of account information for the benefit of another; or any use of data mining, scraping, web robots, or similar data-gathering or extraction tools. The Partners in Kind Services are to be used solely for their intended purposes. No Partners in Kind Service, nor any part of any Partners in Kind Service, may be reproduced, duplicated, copied, sold, visited, or otherwise exploited for any commercial purpose without express written consent of Partners in Kind. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Partners in Kind without express written consent. You may not use any metatags or any other "hidden text" utilizing Partners in Kind’s name or trademarks without the express written consent of Partners in Kind. You may not collect usernames and/or email addresses of Members (discussed below) or users of Partners in Kind Services by electronic or other means. You may not indicate, either expressly or impliedly, that any statements you make are endorsed by Partners in Kind without its specific prior written consent. You may not interfere with or disrupt the Website or the servers or networks connected to the Website. You may use the Partners in Kind Services only as permitted by law. The licenses granted by Partners in Kind terminate if you do not comply with this Agreement. All rights not expressly granted to you in this Agreement are reserved and retained by Partners in Kind or its licensors, publishers, rightsholders, or other content providers.

YOUR ACCOUNT

You may sign up at the Website to become a Member ("Membership") at no cost. Partners in Kind reserves the right, upon notice to Members, to alter this Agreement and charge a fee for Membership or for access to certain Partners in Kind Services. If you become a Member, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you accept responsibility for all activities that occur under your account or password. You agree (i) to immediately notify Partners in Kind in writing of any unauthorized use of your username or password or any other breach of security and (ii) to ensure that you exit from your account at the end of each session. Partners in Kind will not be liable for any loss or damage arising from your failure to comply with these provisions. You must be at least eighteen (18) years of age to register as a Member. Use of any Partners in Kind Service is void where prohibited. The Website may permit you to associate your Website username and password with your Facebook® ID. When you establish a linked account, you can sign into Facebook and automatically sign into the Website at the same time. Partners in Kind is not responsible for the operation or functionality of Facebook. Facebook® is a registered trademark of Facebook Inc. Partners in Kind does not guarantee that this linked functionality will be available or available at all times or for all Partners in Kind Services.

MEMBERSHIP TERM

This Agreement will remain in full force and effect while you use any Partners in Kind Services and/or remain a Member. You may terminate your Membership at any time, for any reason, by emailing support@partnersinkind.com and including details of your username. Partners in Kind may at its sole discretion, for any or no reason, refuse service, terminate your Membership or remove or edit content, function, or Partners in Kind Service. Partners in Kind may take any of these actions without notice to you. Partners in Kind is not required, and may be prohibited, from disclosing a reason for the termination of your account. After your Membership is terminated, all terms of this Agreement that by their nature may survive termination shall be deemed to survive such termination.

MEMBER INTERACTION

You are solely responsible for your interactions with Members, including businesses and individuals and nonprofits. PARTNERS IN KIND DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS MEMBERS AND DOES NOT ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. PARTNERS IN KIND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS WITH ANY CURRENT OR FUTURE MEMBERS. In no event shall Partners in Kind, or its subsidiaries, affiliates, members, officers, employees and agents, be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Partners in Kind Services.

USER CONTENT

Users of the Website and Members may be able to upload images, post text and other content, send communications and transmit information ("User Content"), including for public display or other use by or for Partners in Kind. You may not upload or transmit User Content that is illegal, obscene, threatening, defamatory, offensive, harassing, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable or injurious to third parties. User Content shall not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." In addition to the foregoing, prohibited content includes content that: (i) contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page); (ii) provides material that exploits people in a sexual or violent manner, or solicits personal information from anyone under the age of 18; (ii) provides instructional information about illegal activities, including violating someone’s privacy or providing or creating computer viruses; (iv) solicits passwords or personally identifying information for purposes not expressly authorized in connection with a Partners in Kind Service; and (v) engages in or promotes commercial activities and/or sales such as contests, sweepstakes, barter, advertising, and pyramid schemes, except as may be expressly authorized in connection with a Partners in Kind Service. Partners in Kind reserves the right (but not the obligation) to remove or edit such User Content, but it does not regularly review User Content. You may not use a false email address, impersonate any person or entity, or otherwise mislead Partners in Kind or any other person as to the origin of User Content.

If you post or transmit User Content, you hereby agree to the following terms. You grant Partners in Kind a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content throughout the world in any media in connection with the Partners in Kind Services. You represent and warrant that you own or otherwise control sufficient rights to make the foregoing license grant; that the User Content is accurate; and that use of the User Content does not violate these Terms of Use and will not cause injury to any person or entity. You further agree, as set forth below, to indemnify, defend, and hold harmless Partners in Kind, and its subsidiaries, affiliates, officers, members, employees and agents, from and against any and all claims arising in connection with User Content you supply or transmit. Partners in Kind has the right but not the obligation to monitor and edit or remove any activity or User Content. Partners in Kind takes no responsibility and assumes no liability for any User Content posted by you or any third party.

LINKS

The Website may provide, or third parties may provide, links to other world wide web sites or resources. Because Partners in Kind has no control over such sites and resources, you acknowledge and agree that Partners in Kind is not responsible for the availability or operation of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Partners in Kind and its subsidiaries, affiliates, members, officers, employees and agents shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site or resource.

COPYRIGHT COMPLAINTS

Partners in Kind respects the intellectual property of others. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement (below). It is the policy of Partners in Kind to remove infringing content and to terminate the Membership of any repeat infringers.

PARTNERS IN KIND SOFTWARE TERMS

In addition to these Terms of Use, the Additional Partners in Kind Software Terms (below) apply to any software (including any updates or upgrades to such software and any related documentation) that we make available to you from time to time (the "Partners in Kind Software").

DISCLAIMERS AND LIMITATION OF LIABILITY

PARTNERS IN KIND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PARTNERS IN KIND SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE PARTNERS IN KIND SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. PARTNERS IN KIND EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PARTNERS IN KIND SERVICES IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

PARTNERS IN KIND IS NOT INVOLVED IN THE ACTUAL TRANSFER OF ANY GOODS OR SERVICES BETWEEN USERS AND NONPROFIT ENTITIES.  WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE EXISTENCE, QUALITY, SAFETY, OR LEGALITY OF ANY GOODS OR SERVICES DESCRIBED BY USERS ON THE WEBSITE; THE TRUTH OR ACCURACY OF USER CONTENT INCLUDING BUT NOT LIMITED TO ANY GOODS OR SERVICES DESCRIPTIONS; THE ABILITY OF MEMBERS TO PROVIDE OR COLLECT GOODS OR SERVICES; OR THAT MEMBERS WILL ACTUALLY COMPLETE A TRANSFER OF GOODS OR SERVICES.

PARTNERS IN KIND DOES NOT WARRANT THAT THE PARTNERS IN KIND SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PARTNERS IN KIND SERVICES, PARTNERS IN KIND’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM PARTNERS IN KIND ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PARTNERS IN KIND ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER OR MEMBER/USER COMMUNICATIONS. PARTNERS IN KIND IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF EMAIL ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS AND/OR MEMBERS OR TO ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WORLD WIDE WEB AND/OR IN CONNECTION WITH THE WEBSITE.

PARTNERS IN KIND IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE WEBSITE, WHETHER CAUSED BY USERS OF THE WEBSITE, MEMBERS, THIRD PARTIES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE WEBSITE. PARTNERS IN KIND IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBER OR USER OF THE WEBSITE. UNDER NO CIRCUMSTANCES WILL PARTNERS IN KIND OR ANY OF ITS SUBSIDIARIES AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, ADVERTISERS, PROMOTERS, OR DISTRIBUTION PARTNERS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, RESULTING FROM ANYONE’S USE OF ANY PARTNERS IN KIND SERVICES, ANY USER CONTENT ON THE WEBSITE OR TRANSMITTED TO MEMBERS, OR ANY INTERACTIONS BETWEEN USERS OF THE WEBSITE, WHETHER ONLINE OR OFFLINE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

INDEMNITY

To the full extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Partners in Kind, and its subsidiaries, affiliates, officers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising in connection with: (i) your use of and access to any Partners in Kind Service; (ii) your violation of any provision of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy/publicity right; or (iv) any claim that your User Content caused damage to a third party. This obligation of defense and indemnification shall survive termination of this Agreement, your Membership, and your use of the Partners in Kind Service.

DISPUTES

Your exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof) or the Partners in Kind Services shall be binding arbitration administered by the American Arbitration Association. The AAA’s rules are available at www.adr.org or by calling 800.778.7879. Any arbitration shall be held in New York, New York and shall be adjudicated by a single arbitrator. You may not under any circumstances commence or maintain against Partners in Kind, or its subsidiaries, affiliates, officers, members, employees and agents, any class action, class arbitration, or other representative action or proceeding.

By using the Partners in Kind Services in any manner, you agree to the above arbitration provision. In doing so, you give up your right to go to court to assert or defend any claims between you and Partners in Kind or its subsidiaries, affiliates, officers, members, employees and agents. You give up your right to participate in a class action or other class proceeding. Your rights will be determined by a neutral arbitrator, not a judge or jury. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Any proceeding to enforce this arbitration provision, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Partners in Kind, or its subsidiaries, affiliates, officers, members, employees and agents may be commenced only in the federal or state courts located in New York, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes, and you waive any argument as to the convenience of such courts.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 80 State Street, Albany, New York 12207.

APPLICABLE LAW

This Agreement, and any dispute between you and Partners in Kind, or its subsidiaries, affiliates, officers, members, employees and agents, shall be governed by the laws of the state of New York without regard to principles of conflicts of law, provided that arbitration provisions may be governed by the Federal Arbitration Act.

SITE POLICIES, MODIFICATION, AND SEVERABILITY

This Agreement contains the entire agreement between you and Partners in Kind regarding the use of the Partners in Kind Services. This Agreement is subject to change by Partners in Kind at any time and any such change will be effective upon publishing on the Website. Your use of any Partners in Kind Services after such publishing will constitute acceptance by you of the revised Agreement. Please check the Website regularly for any such changes. If any provision of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be severable and shall not affect the validity and enforceability of remainder of this Agreement. The severed provision shall be reformed to approximate the expressed intent of the parties as closely as permitted by law. Notice and Procedure for Making Claims of Copyright Infringement

If you believe that a Partners in Kind Service contains content that is posted or available in a manner that infringes a copyright owned by you, please submit notice to Partners in Kind electronically at: legal@partnersinkind.com. You may also send notice to us by physical mail at:

Partners in Kind, LLC
c/o Eric A. Prager
599 Lexington Avenue, 32nd Floor
New York, NY 10022

Your notice should contain all of the elements required by 17 U.S.C. § 512(c).

Please note that this procedure is exclusively for notifying Partners in Kind that you believe your copyrighted material has been infringed.

Additional Partners in Kind Software Terms
  • 1. Use of the Partners in Kind Software. You may use Partners in Kind Software solely for purposes of enabling you to use and enjoy the Partners in Kind Services as provided by Partners in Kind, and as permitted by this Agreement, these Software Terms. You may not incorporate any portion of the Partners in Kind Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Partners in Kind Software or otherwise assign any rights to the Partners in Kind Software in whole or in part. You may not use the Partners in Kind Software for any illegal purpose. We may cease providing any Partners in Kind Software and we may terminate your right to use any Partners in Kind Software at any time. Your rights to use the Partners in Kind Software will automatically terminate without notice from us if you fail to comply with any of these Software Terms or this Agreement. Additional third party terms contained within or distributed with certain Partners in Kind Software that may be specifically identified in related documentation may apply to that Partners in Kind Software (or software incorporated with the Partners in Kind Software) and will govern the use of such software in the event of a conflict with this Agreement. As between Partners in Kind and you, all software used in any Partners in Kind Service is the property of Partners in Kind or its software suppliers and protected by United States and international copyright laws.
  • 2. Use of Third Party Services. When you use Partners in Kind Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.
  • 3. No Reverse Engineering. You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, Partners in Kind Software, whether in whole or in part, or create any derivative works from or of Partners in Kind Software.
  • 4. Updates. In order to keep Partners in Kind Software up-to-date, we may issue automatic or manual updates at any time and without notice to you.
  • 5. Export Regulations; Government End Users. You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the Partners in Kind Software. If you are a U.S. Government end user, we are licensing Partners in Kind Software to you as a "Commercial Item" as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Partners in Kind Software are the same as the rights we grant to all others under this Agreement.