FAIR TRANSPARENCY TERMS OF USE

1. SCOPE OF AGREEMENT

The following Terms of Use (the “Agreement”) govern the use of the website located at www.fairtransparency.org (the “Site”). By accessing the Site, you, the end user of the Site (“you”), agree to be bound by and comply with the terms and conditions of this Agreement, which constitutes a valid and binding legal contract between FAIR Transparency and you. If, at any time, you choose not to accept the terms and conditions of this Agreement, you do not have permission to access or use the Site in any manner, and you should exit the Site immediately.

Please take a few minutes to read this Agreement carefully.

FAIR Transparency makes no representations or guarantees that information, content, or other materials on the Site are accurate. FAIR Transparency asks users who submit content to affirm that any information in the content is accurate, but FAIR Transparency does not verify the accuracy of the information submitted by users. All content on the Site is provided solely to assist users in exercising their own best judgment, and you acknowledge and agree that your access and use of all content made available on the Site are at your own risk.

2. GRANT OF LICENSE

FAIR Transparency hereby grants to you a non-exclusive, non-transferable, revocable, limited, non-sublicensable, and personal license to use and access the Site solely for your direct use and not for sale, republication, or aggregation, conditioned on your continued compliance with all provisions of this Agreement (including without limitation any external terms and documentation linked or referenced herein).

 When using the Site under the foregoing license, you shall not directly or indirectly (a) use the Site to create, supplement, or compile data for any service, website, application, or documentation that performs substantially the same functionality as the Site, (b) disassemble, decompile, reverse-engineer or use any other means to attempt to discover any underlying code, algorithms, or trade secrets of the Site, (c) encumber, sublicense, transfer, distribute, rent, lease, time-share or use the Site in any service bureau arrangement or otherwise for the benefit of any third party, (d) adapt, combine, create derivative works of or otherwise modify the Site, (e) disable, circumvent, or otherwise avoid or undermine any security device, mechanism, protocol, or procedure implemented in the Site, (f) use or access the Site for any unlawful, fraudulent, deceptive, tortious, malicious, or otherwise harmful or injurious purpose, (g) remove, obscure, deface, or alter any proprietary rights notices on any element of the Site or accompanying documentation, or (h) use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any third party’s authorized use of the Site.

3. USER OBLIGATIONS

You represent that you are at least eighteen (18) years of age or the legal age of majority in your jurisdiction (whichever is greater) and will, at all times, provide true, accurate, current, and complete information (which you have all necessary rights, permission(s), or authority to provide) when submitting information to the Site. In addition, you are responsible for compliance with all applicable laws, rules, and regulations with respect to your use of the Site. If You access the Site on behalf of any organization, your organization shall be bound to this Agreement and be liable for any breach by you. You represent that you have all rights, power, and authority to agree to this Agreement on behalf of Your organization.

The Site is not intended for use or access by any individual under the age of thirteen (13) years, and FAIR Transparency does not knowingly, willingly, or intentionally collect personal information from such individuals in any medium for any purpose.

4. INFORMATION AND PASSWORDS

You may be required to register an account to use the Site or certain features of the Site. Each registration is for a single user only, unless otherwise expressly agreed by FAIR Transparency. Registration for access to and use of the Site may also require access credentials, such as a username and a password, or adherence to other access requirements as designated by FAIR Transparency in its sole discretion from time to time. You hereby agree to treat your access credentials as confidential and not to disclose such information to any third party without the prior express written consent of FAIR Transparency, which may be withheld in its sole discretion. You shall immediately notify FAIR Transparency if you suspect or become aware of any loss, theft, or unauthorized use of your login credentials. FAIR Transparency will not be liable for any loss or damage arising from your failure (whether intentional or unintentional) to comply with these obligations. By submitting the requested information to the registration form on the Site, you represent and warrant that the information you submit for registration is complete, true, accurate, and current in all respects. You must maintain and promptly update your submitted account information to ensure that such information is complete, true, accurate, and current. FAIR Transparency reserves the right to suspend, terminate, or otherwise discontinue your account and/or pending registration if FAIR Transparency has reasonable grounds to suspect that any information you have submitted is untrue, inaccurate, not current, or incomplete, or that your registration, account, or use of the Site is in violation of applicable law or this Agreement.

5. USER SUBMISSIONS

Certain features of the Site may permit you to upload or submit User Content. “User Content” includes but is not limited to, any text, images, photos, audio, video, location data, ratings, reviews, complaints, compilations, messages or information that is publicly displayed by you. FAIR Transparency asks users who submit User Content to affirm that any information in the content is accurate, but FAIR Transparency does not verify the accuracy of the information submitted by users.

By submitting User Content to any part of the Site, you represent and warrant that: 

• You are the sole author and owner of any intellectual property protected User Content you submit;   
• You are solely responsible for any contributions, comments or postings you submit, including any feedback or questions;
• All User Content that you post is accurate, complete, and true in all respects; 
• You are at least 18 years old or the legal age of majority in your jurisdiction, whichever is greater; 
• Your use and submission of the User Content does not violate this Agreement and will not cause injury to any person or entity;
• You have not been offered, have not accepted, and are not entitled to receive any compensation in any form and from any party in connection with submitted User Content; and
• You will indemnify, defend and hold harmless FAIR Transparency, its officers, directors, employees and agents from any third party claim(s) and any damages, losses or injuries resulting from the display of your User Content.

You further agree and warrant that you will not: 

• Submit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; 
• Submit any User Content that contains software viruses, malware, or any other computer code, files, scripts, tools, or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
• Submit any User Content that infringes, misappropriates, or otherwise violates any patent, trademark, trade secret, copyright or other proprietary rights of any party;   
• Submit any User Content that is false, fraudulent, or misleading; 
• Use the Site for sales and marketing purposes; 
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Invade another’s privacy in any way, including posting another’s personal details without their prior permission;
• Manipulate identifiers in order to disguise the origin of any User Content submitted; 
• Act in a manner that affects other users’ ability to engage in real time exchanges; or 
• Intentionally or unintentionally violate any applicable local, state, provincial, national or international law.  

These Terms of Use also incorporate additional terms governing submission of complaints in the FAIR Transparency Incident Submission Terms and additional terms governing submission of reviews in the FAIR Transparency Survey Submission Terms.

You acknowledge that FAIR Transparency has the right in its sole discretion, to remove, refuse, move, edit or delete any User Content submitted, regardless of whether such content violates this Agreement.

By submitting User Content to the Site you hereby grant FAIR Transparency a royalty-free, perpetual, irrevocable, fully transferable, freely sublicensable, world-wide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the User Content in any media or medium, form, format or forum, for any purpose in its discretion.

You acknowledge that you do not possess or reserve any right of attribution, credit, acknowledgement, or prior approval in connection with FAIR Transparency’s use of User Content. You further acknowledge that you are not entitled to (and will receive no) compensation for any User Content, and hereby expressly, willingly, and knowingly waive any right to enforce any intellectual property or proprietary right against FAIR Transparency as a result of or on the basis of its licensed use of any User Content.

FAIR Transparency shall not be subject to any obligations of confidentiality regarding User Content except as otherwise expressly agreed by FAIR Transparency in a separate written agreement, or as otherwise expressly required by applicable law.

 6. PRIVACY

You understand, acknowledge, and agree that the operation of certain features of the Site may require or involve the submission, use, and dissemination of various items of personally identifiable information, including without limitation personal contact information. Your use of FAIR Transparency is subject to FAIR Transparency’s Privacy Policy. Please review and refer to that Privacy Policy, which may be updated from time to time.

7. FAIR TRANSPARENCY INTELLECTUAL PROPERTY

FAIR Transparency retains all right, title and interest, including all intellectual property rights, in and to the information and content on the Site, including, without limitation, any text, graphics, logos, buttons, icons, images, and audio clips (“FAIR Transparency Content”). In addition, this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by FAIR Transparency other than those limited license rights specifically and expressly granted herein, and nothing in this Agreement shall be construed as any grant of right or permission to use or display FAIR Transparency’s registered trademarks, service marks, logos, brand names, trade dress and trade names (“Trademarks”) for any purpose.

You have no rights in or to such FAIR Transparency Content or Trademarks and you will not use any FAIR Transparency Content or Trademarks, except as specifically permitted under this Agreement. You may not do or allow anyone else to do anything with the FAIR Transparency Content or Trademarks which is not specifically permitted under this Agreement. You may not use or display FAIR Transparency’s Trademarks in any manner without FAIR Transparency’s prior written consent. Unless we specifically consent in writing, FAIR Transparency’s Trademarks may not be used in connection with any product or service that does not belong to us, in any manner that is likely to cause confusion, or in any
manner that disparages or discredits FAIR Transparency. Notwithstanding the foregoing, as between the parties any goodwill generated from the use or display of FAIR Transparency’s Trademarks shall inure solely to the benefit of FAIR Transparency. 

Unless otherwise specifically set forth on the Site or unless written consent is provided, you may only use and access, download and copy FAIR Transparency Content for your personal, non-commercial use, and you will not alter, erase or otherwise obscure our copyright, trademark, proprietary or other notices on FAIR Transparency Content. You acknowledge and agree that FAIR Transparency Content is made available for informational and educational purposes only, and is provided to assist you in exercising your own judgment. FAIR Transparency Content is not a substitute for legal, medical, tax, or other professional advice, nor is it a substitute for your best personal judgment. The accuracy of FAIR Transparency Content is not guaranteed, and FAIR Transparency makes no representation or warranty of any kind. Unless otherwise specifically specified on the Site, FAIR Transparency Content should not be construed as a representation of the opinions of FAIR Transparency. Your reliance upon FAIR Transparency Content obtained through the Site is solely at your own risk. All rights not expressly granted in this Agreement are reserved to us.

8. THIRD-PARTY MATERIALS

Certain services, features, or components made available via the Site are delivered by third-party providers. By using any product, service, or functionality originating from the Site, you hereby acknowledge and consent that FAIR Transparency may share information and data that you submit or upload to the Site with the applicable third-party provider as may be required to enable and facilitate the requested third-party product, service, or functionality.

FAIR TRANSPARENCY EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY MATERIALS, PROGRAMS, APPLICATIONS, TOOLS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SITE, AND YOU AGREE THAT FAIR DIVERSITY SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY DEALINGS BETWEEN YOU AND A THIRD PARTY.

9. NOTIFICATION OF INFRINGING COPYRIGHT-PROTECTED CONTENT

Material may be made available on the Site by third parties not within our control. We are under no obligation to, and do not, scan material used in connection with the Site for the inclusion of illegal or impermissible Content. However, we respect the copyright interests of others. It is our policy not to permit material known by us to infringe upon another party's copyright to remain on the Site.

To notify FAIR Transparency of alleged copyright or trademark infringement on the Site, in accordance with 17 U.S.C. §512(C)(3), you should provide us with written notice that contains:

• 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 are covered by a single notification, a representative list of such works; 
• Identification of the copyrighted work 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 FAIR Transparency to locate the material; 
• Information reasonably sufficient to permit FAIR Transparency 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.

All notifications of claimed copyright infringement should be sent to the following:

FAIR Transparency

485 Madison Avenue, 16th Floor

New York, NY 10022

info@fairtransparency.org

Upon receipt of the above information, FAIR Transparency will investigate and take appropriate action, then notify you of that action at the contact address you provide.

10. COMPLIANCE

You expressly agree that the Site may only be used for lawful purposes as governed by any applicable international, national/federal, state, provincial, or local laws, statutes, and regulations. You may not use the Site in any way that could result in criminal or civil liability. Use of the Site from outside of the United States shall be in compliance with the laws of the jurisdiction from which you access the Site.

11. DISCLAIMER OF WARRANTY

FAIR TRANSPARENCY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, ADEQUACY, TIMELINESS, RELIABILITY, COMPLETENESS, OR USEFULNESS OF THE SITE AND DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE SITE. THE SITE ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY, EITHER EXPRESS OR IMPLIED. FAIR TRANSPARENCY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FAIR TRANSPARENCY DOES NOT WARRANT THAT THE SITE IS ERROR-FREE, OR THAT THE SITE WILL OPERATE ACCORDING TO YOUR EXPECTATIONS OR REQUIREMENTS. IN THE EVENT THAT ANY APPLICABLE LAW DOES NOT PERMIT THE DISCLAIMER OR EXCLUSION OF ANY OF THE FOREGOING WARRANTIES, SAID WARRANTIES SHALL BE CONSIDERED EXCLUDED AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS ACQUIRED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OWN COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

13. INDEMNIFICATION

You agree to indemnify and hold harmless FAIR Transparency and its respective officers, directors, employees, agents, independent contractors or licensors (collectively the “FAIR Transparency Parties”) from and against any and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by the FAIR Transparency Parties in connection with any claim by a third party (including any intellectual property infringement claim) arising out of (i) your use of the Site and any material you access using the Site or by any other means; (ii) a third party’s use of such material that you access using the Site and make available to such third party; or (iii) your violation of this Agreement or any applicable law. You further agree that you will cooperate fully in the defense of any such claims. FAIR Transparency reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of the relevant FAIR Transparency Parties.

14. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL FAIR TRANSPARENCY BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, GOODWILL OR OTHER INTANGIBLE LOSSES OF ANY KIND ARISING FROM OR RELATING IN ANY WAY TO (I) YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE INFORMATION CONTAINED IN THE SITE; (II) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; AND (III) ANY OTHER MATTER RELATING TO THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. TERM, TERMINATION, AND SUSPENSION

This Agreement takes effect (or re-takes effect) at the moment you first access or use the Site. This Agreement terminates automatically if you fail to comply with any provision hereof, subject to the survival rights of certain provisions identified below. You may also terminate this Agreement at any time by ceasing to use the Site, but each re-access or renewed use of the Site will reapply the Agreement to you. Upon termination or expiration of the Site for any reason, all licenses granted by FAIR Transparency hereunder shall immediately terminate, and you must immediately cease all use of the Site. The provisions of this Agreement concerning FAIR Transparency’s proprietary rights, the licenses and permissions to User Content, disclaimers of warranty, limitations of liability, waiver and severability, indemnification rights, injunctive relief, and choice of law will survive the termination of this Agreement for any reason.

FAIR Transparency reserves the right at any time and on any grounds, including without limitation any reasonable belief of fraudulent or unlawful activity, to deny or suspend your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, the security and stability of the Site, and/or the rights of others. FAIR Transparency may immediately suspend access to the Site and remove and discard any User Content you submitted to the Site for any reason, including if FAIR Transparency believes you have violated or acted inconsistently with the terms of this Agreement. FAIR Transparency will not be liable to you or any third-party for termination of your access to the Site.

16. RELATIONSHIP

Your use of the Site does not create, and nothing contained in this Agreement will be deemed to establish, an employment, agency, franchise, joint venture or partnership relationship between you and FAIR Transparency. Use of the Site does not provide you with the authority to enter into any agreements for or on behalf of FAIR Transparency. Moreover, use of the Site does not grant you the authority, either express or implied, to incur obligations or liability on behalf of FAIR Transparency. By using the Site, you agree that no attempts to subject FAIR Transparency to any such obligations or liability will be made.

17. WAIVER

Failure by FAIR Transparency to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights in any way whatsoever.

18. CHOICE OF LAW AND ARBITRATION

This Agreement and all other aspects of your use of the Site shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to its conflict of laws rules. You agree that you will notify FAIR Transparency in writing of any claim or dispute concerning or relating to your use of the Site and give FAIR Transparency a reasonable period of time to address it before bringing any legal action, either individually or as a class member against FAIR Transparency. In the event of any dispute arising out of this Agreement, whether in contract, tort, or otherwise at law or in equity for damages, injunctive relief, or any other relief, you agree that such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding, or arbitration arises out of or concerns this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. The parties agree to arbitrate all disputes and claims in regards to this Agreement or any dispute arising as a result of this Agreement, whether directly or indirectly, including tort claims that are a result of this Agreement. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of this Agreement.

19. INTERNATIONAL USERS

The Site is controlled, operated and administered by FAIR Transparency from our offices within the U.S.A. If you access the Site from a location outside the U.S.A., you are responsible for complying with all local laws. You agree that you will not use the FAIR Transparency Content accessed through FAIR Transparency in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

20. OTHER AGREEMENTS

This Agreement shall be subject to any other agreements you have entered into with FAIR Transparency. If any such agreements conflict with the terms of this Agreement, the other agreements shall control.

21. ADDITIONAL TERMS

Certain sections or pages on the Site (including without limitation embedded features or tools supplied by third parties) may contain separate terms and conditions of use, which are in addition to the terms and conditions of this Agreement. Should there be a conflict, the additional terms and conditions will govern for those sections or pages.

22. SEVERABILITY

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.

23. AMENDMENT

FAIR Transparency reserves the right to amend this Agreement at any time, with or without notice to you, by posting an updated version of this Agreement to the Site. Thus, you should check the Agreement periodically for changes. You agree that FAIR Transparency will not be liable to you or any third party for any amendments to this Agreement.

24. SECTION HEADINGS

The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

25. EFFECT

This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assignees. Neither the course of conduct between the parties to this Agreement nor trade practice shall serve to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved.

26. ELECTRONIC COMMUNICATIONS

FAIR Transparency may send emails or other electronic messages to you concerning your use of the Site, including without limitation by providing alerts or notifications within the Site. You consent to receive such electronic communications and you agree that all such electronic communications constitute valid legal notices satisfying any requirement that such notices be in writing.