Claude Worthington Benedum Foundation
Terms of Use
Effective Date: January 21, 2019
The website www.benendum.org (the “Site”) is owned by Claude Worthington Benedum Foundation (“Benedum”, “we”, “us”, or “our”) to serve our mission to encourage human development in West Virginia and Southwestern Pennsylvania through strategically placed charitable resources. These Terms of Use are a legally binding agreement between Benedum and you (“your” or “User”) governing your use of the services offered by our Site (the “Services”). Our Privacy Policy is part of these Terms of Use and is incorporated herein.
Your use of our Site and/or your provision to us of any content or information constitutes your agreement to these Terms of Use as amended from time to time. Do not use the Site or provide content or information to us if you do not agree to the Terms of Use or if your jurisdiction will not honor them.
Some Users of this Site are employees or agents of business entities, so references to “you” in these cases means both: (1) any entity or individual that is your employer or for whom you act as agent, and (2) the “User” individually unless otherwise stated on the Site or in these Terms of Use.
1. Your Obligations
(1) Your Information
When you provide information about yourself and your employer or the business entity of which you act on behalf, in applying for a grant or a program offered by us, you agree to provide accurate, current, and complete information at all times. You also agree that you will review, maintain, correct, and update such information in a timely manner to maintain its accuracy and completeness by using the means allowed for the relevant information or, when appropriate, by contacting us. If you provide (or Benedum has reasonable grounds to believe that you provided) any information that is inaccurate, not current, or incomplete, Benedum may suspend or terminate your application, grant or participation in a program, in addition to exercising all rights and remedies allowed by law, without being liable to you.
(2) User Content
When you submit an application to our Grants Program, we may also collect documents such as your organization’s financial statement, letter of determination, and current members of governance structure (“User Documents”) to help us to access whether or not to approve your grant application. When you submit an inquiry and comments about our Site and Services, you may provide us with inputs and insights online or through emails and phone calls (“User Inputs”) (“User Documents” and “User Inputs” together, “Content”).
When you provide such Content, you represent and warrant that the Content is: (a) wholly your original work, or (b) that you have all necessary rights, title, interest and licenses to upload it and make it available to Benedum for download, distribution, and use under these Terms of Use without violating laws or incurring any liabilities to any parties.
You agree to grant Benedum, its affiliates, and any third parties sub-licensees, successors and assigns, a perpetual, non-exclusive, worldwide, royalty-free, fully paid up, irrevocable license to (a) use, copy, distribute, modify and create derivative works from the Content; (b) publicly perform or display, license and distribute copies of the Content, modified Content and derivative works of the Content; and (c) sublicense to third parties the foregoing rights, including the right to sublicense to further third parties to allow Benedum or other authorized persons to fulfill our mission, operations, or any other functions directly related to our mission and operations. In addition to the rights above, you acknowledge and agree that we may keep your Content as long as needed and disclose it for any purpose pursuant to our Privacy Policy.
You agree not to upload, post, or otherwise transmit through the Site any Content or any other materials whatsoever that are or could appear to be: (a) defamatory, obscene, invasive to another person’s privacy or confidential information; (b) infringing upon any third party’s intellectual property rights, including but not limited to, any patent, trademark, trade secret, copyright, or right of publicity; (c) containing any software viruses or any other harmful computer code, files, or programs, including any designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment; or (d) in violation of any applicable license, law, or contractual or fiduciary duty of any party.
(3) Use Restrictions
Recognizing the global nature of the Internet, you agree to comply with all applicable local laws and rules regarding online conduct and acceptable content. In particular, in using our Services and the Site, you agree that you will not under any circumstances:
• attempt to, or harass, abuse or harm another person, group, or entity;
• interfere or attempt to interfere with the proper functioning of the Site;
• make any automated use of the Site, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
• bypass any robot exclusion headers or other measures we take to restrict access to the Site or use any software, technology, or device to scrape the Site or harvest or manipulate data;
• publish or link to malicious content intended to damage or disrupt another User’s browser or computer; and
• frame the Site or create a link to any part of the Site other than the home page without our prior written consent.
(4) Authorization
If you are an employee or agent of a business entity and submitting an application to our Grants Program on behalf of the entity, you represent and warrant that: (a) you are authorized by the entity to submit the application; (b) you have the express authority to legally bind the entity; and (c) you have the authority and permissions to grant us any and all licenses and permissions provided in these Terms of Use.
2. Limitations of Liabilities
(1) OUR SERVICES AND THE SITE, INCLUDING ALL ITS CONTENT, FUNCTIONALITY, AND ASSISTANCE, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES FROM EITHER US OR ANY THIRD PARTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(2) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BENEDUM NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF BUSINESS, REVENUES, PROFITS, GOODWILL, CONTENT OR DATA. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL BENEDUM’S LIABILITY ARISING OUT OF THESE TERMS OF USE OR THE USE OF THE SITE/ SERVICES EXCEED USD $100.
(3) The Site is provided as is and when available, and we may change any or all of its content, functionality and Services in our discretion at any time without notifying you. We may also do this for particular activities even if you have started to participate. For example, we can change our Grants Program description at any time even if you have already applied. Also, we reserve the right to correct, change, withdraw or do anything else with our Grants Program description without being liable for any consequences even if you have already taken action based on it.
(4) You acknowledge and understand that your submission of an application to any of our Grants Program or other programs does not guarantee acceptance. You also acknowledge and understand that we will not pay you or anyone else a commission or any other forms of compensation if we have not entered into a valid written contract with you first even if we accept your application or make a grant to you. We may also use, delete or ignore any information you provided without paying you anything and without undertaking any duties to you or anyone else absent a valid written contract with you.
(5) Our Site may contain links to websites of third parties or contents provided by third parties such as our sponsors. While their information, products and services may be helpful to you, these third parties are independent entities and we do not control or endorse them. We do not guarantee the quality, reliability, or suitability of any third party services provided, made available or linked through our Services and we will bear no responsibility for such third party services and contents. You agree that any visits to linked sites or third party contents are solely at your own risk. There may be, from time to time, third party contents and services on our Services that are subject to further terms, including terms from the relevant third party that originally produced such contents and services. In such cases, you agree to comply with any such further terms and conditions.
3. Intellectual Property
(1) You understand and agree that all right, title, and interest, including all intellectual property rights, in and to our Services and Site (“Benedum IP”) belong to us and/or our licensors at all times.
(2) Except as expressly provided in these Terms of Use, you have no right to use Benedum IP. In particular, you have no right to use our trademarks or product names, logos, domain names or other distinctive brand features associated with Benedum without our prior written consent. You will not otherwise promote any product or service in any manner that is likely to cause confusion or create the impression that Benedum endorses any such product or service.
4. Indemnification
You agree to indemnify, defend and hold harmless Benedum, its affiliates and subsidiaries, and their officers, directors, employees and agents, from and against any and all losses, damage, liabilities and costs of every nature incurred by any of them (including but not limited to litigation costs and attorney’s fees) in connection with any claim, damage or loss arising out of your use of the Site and Services, your breach of these Terms of Use, or your violations of any laws, regulations, or third party rights. You agree to cooperate fully in the defense of any of the foregoing. We reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our prior written consent.
5. Termination
(1) You understand and agree that we have the right, at any time, to suspend or terminate some or all of our Services without notifying you in advance. These Terms of Use will apply to your use of our Services until access to the relevant Services is terminated by either you or us.
(2) We may suspend or terminate your access to any or all of our Services: (a) if we reasonably believe that you have breached these Terms of Use; (b) if we reasonably believe that you have failed to fulfill your duties and obligations you owe to any of our affiliates or third parties; (c) if your use of our Services creates risk for us or for other users of our Services, gives rise to a threat of potential third party claims against us which will be potentially damaging to our reputation; or (d) for any other reason. Where reasonably practicable, we will provide you notice of any suspension or termination.
(3) Following the termination of these Terms of Use, we will retain and use your Content in accordance with these Terms of Use. We do not guarantee that we will be able to return any of your Content back to you and we may permanently delete your Content at any time without notice to you. Please ensure that you regularly back up your Content.
6. Updates
You understand and agree that from time to time we may update these Terms of Use by posting on our Site. Amended versions of these Terms of Use will take effect on the date specified for the amended version. You should regularly check our Site for updates and your continued use of our Site and Services constitutes your acceptance of the updated Terms of Use.
7. Dispute Resolution
Any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms of Use to arbitrate, shall be determined by arbitration in Pittsburgh, the Fifth Judicial District of Pennsylvania before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
8. Miscellaneous
(1) If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
(2) Benedum’s failure to enforce any right or provision in these Terms of Use will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise permitted under law.
(3) You may not assign, transfer or delegate these Terms of Use and your rights and obligations hereunder without our prior written consent. We may, without restrictions, assign, transfer or delegate these Terms of Use and any rights and obligations hereunder, at our sole discretion. We will notify you should such transfer, assignment, or delegation occurs.
(4) No joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Use or your use of our Site or Services.
(5) These Terms of Use do not and are not intended to confer any rights or remedies upon any person other than the parties.
9. Notice
(1) Any notification or notice given by us concerning these Terms of Use in connection with your use of our Services may be via emails, web postings, or others. Such notification or notice will take effect and is deemed to be delivered to you on the date it is sent or released.
(2) You agree that you will give us notice related to our Services and/or these Terms of Use by writing to us at Benedum Foundation, ATTN: Legal Notice, 1400 Benedum-Trees Building, 223 Fourth Avenue, Pittsburgh, Pennsylvania 15222 or any other methods recognized by us.