Terms and Conditions
1. Terms and Conditions
These General Terms and Conditions of Use (“Terms”) constitute the “Agreement” and govern the relationship between The Fundraising Institute of New Zealand (“GivingTuesday”) and you (referred sometimes herein as “you” or as “partner”) for your access to and use of the web site and resources located at the URL: http://www.givingtuesday.co.nz (the “Site”).
GivingTuesday currently provides users with access to a collection of resources, including logos, various communications tools, forums, and content through its web site(s). Unless explicitly stated otherwise, any new features that augment or enhance the current services, including the release of new GivingTuesday sites and features, shall be subject to the Terms herein. GivingTuesday reserves the right to change, alter or vary the scope or extent or discontinue, temporarily or permanently any of the GivingTuesday Services offered at any time. GivingTuesday will use commercially reasonable efforts to provide notice of the changes. You agree that GivingTuesday shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
3. Prerequisite for Use of Services
Partner is responsible for obtaining and maintaining all computer hardware, software, communications equipment and network infrastructure required to access and use the Site and/or the GivingTuesday services, and for paying all third-party fees and access charges (e.g., ISP, telecommunications, etc.) incurred while using the GivingTuesday services.
4. Registering for Services
Partner agrees to provide GivingTuesday with its current, accurate and complete information when registering for the GivingTuesday services. Partner also agrees to notify GivingTuesday promptly of any changes to such information. If you provide any information that is untrue, inaccurate, not current or incomplete, or GivingTuesday has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GivingTuesday has the right to suspend or terminate your partnership and refuse any and all current or future use of the Service (or any portion thereof).
5. Right of Use
Subject to the terms and conditions of the Agreement, GivingTuesday grants Partner a nonexclusive and non-transferable right to permit access and use the GivingTuesday services. You agree to not use the Service to: upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, pornographic, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; harm other members in any way; impersonate any person or entity, including, but not limited to, a GivingTuesday staff member or site administrator, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party; upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junkmail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; intentionally or unintentionally violate any applicable local, provincial, national or international law; “stalk” or otherwise harass another; or collect or store personal data about other users.
6. Third Party Links / Content and Materials
The Site and GivingTuesday services may contain, host or provide hyperlinks (in the form of a URL) to content published online by a third party publisher. Certain information and content provided by such third party publishers are owned by, and in each case are the copyrighted work of, such third party publishers (“Third Party Content”). Partner will not violate any intellectual rights of third party publishers in and to the Third Party Content.
GivingTuesday does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, you grant GivingTuesday the following world-wide, royalty free and non-exclusive license, as applicable: With respect to Content (including photos, graphics, audio or video) you submit or make available for inclusion on publicly accessible areas of the Service, the perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.
Partner agrees to defend, indemnify and hold harmless The Fundraising Institute of New Zealand (FINZ) and its directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors (collectively, “GivingTuesday Indemnified Parties”) from and against any and all claims, actions, demands, damages, losses, liabilities costs, expenses (including attorneys’ fees), causes of action and other proceedings (“Claims”) arising out of or relating to: (a) Partner’s breach of these Terms; (b) Partner misuse of the Site and/or GivingTuesday services.
9. Waiver of Consequential damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GIVINGTUESDAY BE LIABLE TO PARTNER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OR LOSS OF BUSINESS, LOST PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOST DATA OR ANY FAILURE OF SECURITY ARISING OUT OF OR RESULTING FROM IN ANY WAY THE GIVINGTUESDAY SERVICES, NEWS LINK SEARCH RESULTS, SOFTWARE, SITE, THIRD PARTY CONTENT, THIRD PARTY WEB SITES AND ANY INFORMATION, MATERIAL AND CONTENT CONTAINED IN OR PRESENTED ON OR THROUGH THE GIVINGTUESDAY SERVICES AND/OR THE SITE, AND/OR THE USE OF OR INABILITY TO USE ANY OF THE FORGOING,WHETHER OR NOT GIVINGTUESDAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES WERE REASONABLY FORESEEABLE.
10. System Outages
GivingTuesday will need to perform routine maintenance (“Routine Maintenance”) of the Site and GivingTuesday services that will or is likely to result in the downtime of the GivingTuesday services, during which all or certain functions of the Site will not be available. GivingTuesday will use commercially reasonable efforts provide advance notice to Partner of Routine Maintenance. Notwithstanding the foregoing, if GivingTuesday determines that immediate maintenance on the Site and/or GivingTuesday services is required (“Urgent Maintenance”), GivingTuesday can perform such Urgent Maintenance at any time and for any period of time (as determined by GivingTuesday), and GivingTuesday will use commercially reasonable efforts to provide Partner with notice of Urgent Maintenance as soon as reasonably practicable under the circumstances.
11. Copyright Complaints
If you believe that any Content on a GivingTuesday’s web site violates your copyright, please send us a notice of the violation using the following contact information:
Fundraising Institute of New Zealand
PO Box 11203
Manners Street, Wellington 6142
To be effective, the Notification must include the following: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted; A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent,or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Upon receipt of a notice of claimed infringement that satisfies these requirements we will act expeditiously to remove or disable access to any Content that is claimed to be infringing upon the copyright of any person under the laws of New Zealand and will terminate the access privileges of those who repeatedly infringe on the copyrights of others.
12. General Provisions
Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control. A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement shall not be deemed to be a waiver of such right or provision. The Agreement contains the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior or contemporaneous communications, representations, agreements and/or undertakings, either verbal or written, between the parties in respect of said subject matter. Any other terms and conditions, including, without limitation, pre-printed terms and conditions on or attached to any purchase order, are void and shall be of no force and effect. GivingTuesday’s providing access to or delivering the GivingTuesday services or other performance by GivingTuesday with respect to the GivingTuesday services shall not constitute GivingTuesday’s acceptance of any additional or different terms and conditions. The terms herein may be modified by GivingTuesday at any time. There are no oral or written collateral representations, agreements or understandings except as provided herein. Each party acknowledges that it is not entering into the Agreement on the basis of any representations not expressly contained in the Agreement. GivingTuesday may freely assign the Agreement and the rights and obligations hereunder to any other party. Neither the Agreement nor any obligation or right hereunder, including without limitation the Access Right, may be assigned or transferred by Partner without GivingTuesday’s prior written consent, which consent will not be unreasonably withheld; provided, however, Partner may assign this Agreement in whole without GivingTuesday’s prior written consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement. If any provision of the Agreement shall be determined to be invalid, unlawful, or unenforceable to any extent, then such term shall be enforced to the maximum extent permitted by law and the remainder of the Agreement shall not be affected thereby and shall remain in full force and effect. Partner and GivingTuesday agree that notices may be sent by electronic mail, to the then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communications will satisfy any legal communication requirements, including all such communications required by the applicable laws to be in writing.
13. GivingTuesday’s current address
Level 2, 57 Willis Street