InsideGOOD™ User Agreement

Last updated on June 25, 2008.

This page contains the User Agreement (“Agreement”) between you and Inside Good LLC (“InsideGOOD”) and governs your use of the InsideGOOD website (the “Site”) and the non-profit institution rating service provided as part of the Site. The Site is offered to you, conditioned on your acceptance, without modification, of the terms, conditions and notices contained in this Agreement. Your use of the Site constitutes your acceptance of all of the terms, conditions and notices in effect at such time. If you do not agree to any of the terms of this Agreement, then you must immediately discontinue your use of the Site.

Please read this Agreement carefully. This Agreement sets forth legally binding terms and conditions for your use of the Site. By registering, clicking “I Agree” or using or accessing the Site, you represent to InsideGOOD that you are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements, and that you agree to be bound by the following terms and conditions. If you register on behalf of a business, you represent to InsideGOOD that you have the authority to bind that business and your acceptance of this Agreement will be treated as acceptance by that business. In that event, “you”, “your” or “user” will refer to that business in this Agreement.

1. InsideGOOD Services

InsideGOOD is an entity that provides a service that aggregates feedback and reviews from, among others, employees, interns, donors and volunteers of non-profit institutions and foundations (“Non-Profits”) to enable potential employees, interns, volunteers, donors and other interested parties to assess the quality of a Non-Profit from a qualitative perspective. InsideGOOD does not endorse or recommend any Non-Profit by virtue of it providing the Site, ratings, reviews and information related to the Non-Profit.

2. Your Rights.

InsideGOOD grants you a non-exclusive, non-transferable, limited right to access, use and display this Site and the materials provided therein, and to download or print content displayed on our Site provided that you comply fully with this Agreement. The contents of the Site are only for your personal, noncommercial use. You agree not to interrupt, or attempt to interrupt, the operation of the Site or another person’s access to the Site or any part of it in any way.

3. Copyright and Trademarks.

All materials on the Site, including, without limitation, text, images, software, audio and video clips, databases and non-profit reviews and ratings (collectively, the “Content”) are owned or controlled by InsideGOOD or the party credited as the provider of the Content. The respective owner retains all right, title and interest in and to its Content. The Site and Content are protected by the copyright and trademark laws of the United States and other countries, international conventions, and other applicable laws.

You may not download, display, reproduce, create derivative works from, transmit, sell, distribute or in any way exploit the Site or any portion thereof, including, without limitation, the Non-Profit Reviews (as defined below), for any public and/or commercial use without the prior written permission of InsideGOOD.

Except as set forth below, you agree not to use any trademarks, service marks, names, logos or other identifiers (“Marks”) of InsideGOOD or its employees, licensors, independent contractors, providers and affiliates (collectively, “Affiliates”) without the prior written permission of InsideGOOD or the relevant Affiliate. The Site allows you to place a widget that links back to the Site or a porition of the Site that may contain InsideGOOD’s or its Affiliates’ Marks. InsideGOOD grants and agrees to grant you a limited, revocable, personal, non-commercial, non-transferable, non-sublicensable to the Marks solely to use the widgets and solely to the extent the Marks are embedded in the widget. You expressly acknowledge that your use of the Marks hereunder insure to the benefit of InsideGOOD and shall not confer any proprietary rights to the Mark, which shall remain at all times with InsideGOOD and its assignees. In addition, you may not use our Marks:

(a) in, as, or as part of, your own Marks or those of any third parties;

(b) to identify products or services that are not those of InsideGOOD;

(c) in a manner likely to cause confusion; or

(d) in a manner that implies that InsideGOOD sponsors, endorses, or is otherwise connected with your own activities, products, and services or those of third parties.

InsideGOOD™ and other related Marks used on the Site are common law trademarks of InsideGOOD in the United States and other countries. All rights reserved.

4. Forums and Communications; License.

InsideGOOD makes available Non-Profit reviews and may make available to users of the Site e-mail notices, newsletters, chat rooms, message boards, bulletin board services, or other interactive communication facilities by means of the Site (such facilities collectively referred to herein as the “Forums”). You are solely responsible for the content of any transmissions you make to the Site or any materials you add to the Site, including to any Forum (the “Communications”). InsideGOOD and its Affiliates do not endorse or accept any Communication as their own or representative of their views. By transmitting any public Communication to the Site, you grant InsideGOOD an irrevocable, non-exclusive, worldwide, perpetual, unrestricted, royalty-free license (with the right to sublicense) to use, reproduce, distribute, publicly display, publicly perform, modify, edit, create derivative works from, incorporate into one or more compilations and reproduce and distribute such compilations and otherwise exploit such Communications, in all media now known or later developed. You warrant that you have the right to grant these rights to InsideGOOD. You hereby waive all rights generally known as “moral rights” in your Communications (including your Reviews) to the extent they can be waived, under any existing or future law of any jurisdiction.

5. Public Communications.

You acknowledge and agree that any Communications, including Reviews described in Section 8, made to or by means of any Forum are public. You acknowledge that you have no expectation of privacy in any public Communication and no confidential, fiduciary, contractually implied or other relationship is created between you and InsideGOOD by reason of your transmitting a public Communication to any Forum on the Site.

6. Communicating on or to the Site.

InsideGOOD cannot review all Communications made on or through the Site. However, InsideGOOD reserves the right, but has no obligation, to monitor the Forums and edit, modify or delete any Communications (or portions thereof) which InsideGOOD in its sole discretion deems inappropriate, offensive or contrary to any InsideGOOD policy, or that violate this Agreement.

To help InsideGOOD maintain a safe and civil environment, you agree not to upload or distribute to, or otherwise publish through the Site or Forums any Communication which:

(a) is for commercial purposes or otherwise advertises or solicits for the sale of goods or services;

(b) is obscene, indecent, pornographic, profane, sexually explicit, threatening, or abusive;

(c) constitutes or contains false or misleading indications of origin or statements of fact;

(d) slanders, libels, defames, disparages or otherwise violates the legal rights of any third party;

(e) causes injury of any kind to any person or entity;

(f) infringes or violates the intellectual property rights (including, without limitation, copyright, patent and trademark rights), contract rights, trade secrets, privacy or publicity rights or any other rights of any third party;

(g) violates any applicable laws, rules, or regulations;

(h) contains software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

(i) (1) impersonates another person or entity, without limitation, a Non-Profit, (2) collects or uses any information about Site visitors, or (3) falsely states or otherwise misrepresents your affiliate with a person or entity.

You further acknowledge that conduct prohibited in connection with your use of the Forums includes, without limitation, breaching or attempting to breach the security of the Site. Additional terms and conditions apply to the Reviews described in Section 8 of this Agreement.

7. Unsolicited E-Mail.

You agree not to use the Forums or any other area of the Site to send the same or substantially similar unsolicited electronic mail messages, whether commercial or not, to a large number of recipients. This prohibition includes sending unsolicited mass mailings from another Internet service, which in any way involves the use of the Site or any equipment owned or operated by InsideGOOD in connection with the Site. For purposes of this provision, merely making one’s e-mail address accessible to the public shall not constitute a request or invitation to receive messages.

8. User Non-Profit Reviews and Ratings.

The InsideGOOD Site is designed to provide a Forum that allows employees, volunteers, interns and donors to provide reviews and ratings (the “Review Tool”) for Non-Profits (collectively, “Reviews”) and/or read reviews and ratings of Non-Profits submitted by other Site subscribers.

BY ACCESSING, BROWSING OR USING THE REVIEW TOOL ON THE SITE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR ANY SUBSEQUENT MODIFICATION THEREOF, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE REVIEW TOOL, INCLUDING THE SUBMISSION OF ANY REVIEWS.

You are solely responsible for all Reviews that you upload, post, email or otherwise transmit via the Review Tool.

Liability Disclaimer for Reviews. InsideGOOD is not liable for any statements, representations, descriptions, comments or opinions provided by subscribers in Reviews posted on the Site. Reviews are displayed for informational purposes only. InsideGOOD cannot guarantee the accuracy, integrity or quality of Reviews or that they are an adequate reflection of the Non-Profit subject to the Review. Under no circumstances will InsideGOOD or any third-party providers of the Review Tool be liable in any way for any Review, any loss or damage of any kind incurred as a result of the use of the Review Tool or the use of any content posted in a Review.

With respect to your conduct while using the Review Tool, you agree not to:

• act in any manner that could negatively affect other users’ ability to use the Review Tool;
• upload, post or otherwise transmit any content that:
  • is not relevant to the Non-Profit being reviewed or rated;
  • you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, copyrighted material, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); or
  • is unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.

In addition to the grant of rights described in Section 4 above, by transmitting Reviews to the Site via the Review Tool, you hereby grant InsideGOOD the right to use on the Site the user name, identifier or any portion thereof, submitted in connection with such Reviews, if InsideGOOD so chooses.

You further represent and warrant that (a) the Reviews you submit are either original to you, or all third party rights have been fully cleared for use as contemplated by this Agreement; (b) such Reviews do and will not, in any way, violate or breach any of the terms of this Agreement, and (c) InsideGOOD shall not in any circumstance be required to pay or incur any sums to any person or entity as a result of its use or exploitation of the Reviews.

Once Reviews are submitted to the Site, InsideGOOD may take any or no action with respect to such Reviews, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post such Reviews with no notice and at InsideGOOD’s sole discretion. InsideGOOD may use your user name (to preserve your anonymity, you should not use your real name as your user name) to attribute authorship of Reviews to you.

Waiver of “Moral Rights”. If it is determined that you retain “moral rights” (including rights of attribution or integrity) in the Reviews in spite of the waiver of moral rights described in Section 4, you agree and warrant that (a) you do not require that any personally identifying information be used in connection with the Reviews; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Reviews on the Site; and (c) you forever release InsideGOOD and its successors and assigns, from any claims that you could otherwise assert against them by virtue of any such moral rights.

System and Network Security and Integrity. You are prohibited from violating the security of any system or network comprising the Review Tool. Such violations may result in criminal and civil liability.

Enforcement. Notwithstanding anything to the contrary in this Agreement, InsideGOOD reserves the right to investigate any misuse of the Review Tool, or its systems, equipment or network. InsideGOOD reserves the right to screen, edit, modify, remove or disable access to any content that violates these provisions or that InsideGOOD deems objectionable. InsideGOOD reserves the right to screen Reviews for standard errors, profanity, indecency, mistakes, relevancy, and potential violation of third-party personal or proprietary rights (such as infringement of intellectual property rights, defamation, etc.). InsideGood reserves the right to remove or block multiple Reviews from the same user. Without limitation of the foregoing, InsideGOOD reserves the right to report any activity or persons (including the disclosure of appropriate user information) to appropriate law enforcement officials, regulators, or other appropriate third parties that InsideGOOD suspects has violated any law or regulation. InsideGOOD also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct.

9. Notice of Copyright Infringement

We intend that all content provided on our Site respect the copyright and other proprietary rights of third parties. When Site visitors post content on our Site, of course, we are unable to monitor the copyright ownership of all posted content. If at any time you believe that any content on our Site infringes your copyrighted material, then you may request the content be removed from the Site in accordance with the Copyright Act, 17 U.S.C. 512(c)(3), and procedures described below.

You must send a notice that complies with the Copyright Act, 17 U.S.C. §512(c)(3) (“Notice”) to the agent we have designated with the Copyright Office:

Kathryn J Taft
Phone:
Email: copyright@insidegood.com

To comply with the Copyright Act, your Notice must be in writing and must include:

(a) a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) 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;

(c) 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 us to locate the material;

(d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(e) a statement that you have 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

(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

When we receive a Notice that complies with the Copyright Act, we will remove the identified material promptly. We will promptly take reasonable steps to inform the user who posted the allegedly infringing material (the “alleged infringer”) of the Notice and subsequent removal. The alleged infringer may then provide us with a counter-notice (“Counter-Notice”) that the initial infringement notice was erroneous. Such Counter-Notice must be in writing and must include:

(i) a physical or electronic signature of the alleged infringer;

(ii) identification of the material removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

(iii) a statement under penalty of perjury that the alleged infringer has a good-faith belief that the material was removed or access to it disabled as a result of error;

(iv) the alleged infringer’s name, address, and telephone number; and

(v) a statement of consent to jurisdiction in federal district court and that the alleged infringer consents to service of process from the complaining party or its agent.

Upon receipt of a Counter-Notice, we will notify you of the Counter-Notice and restore the material within 10 to 14 business days of receipt of the Counter-Notice unless you inform us that you have filed an action seeking a court order to restrain the allegedly infringing party from engaging in infringing activity relating to the material on our Site.

10. Your password.

As part of the registration process and certain other features, like Forums and the Review Tool, you will select a password. This password is for your individual use only. You are solely responsible for maintaining the confidentiality of any password you use to access the Site and other features, and agree that InsideGOOD will have no obligations with regard thereto.

11. Information Provided.

You acknowledge that any reliance upon any advice, opinion, statement or other information displayed or distributed through the Site, including, without limitation, the Reviews, is at your sole risk. InsideGOOD reserves the right, in its sole discretion and without notice, to correct any errors or omissions in any portion of the Site, or to deny access to the Site to anyone acting in violation of this Agreement at any time. You acknowledge and agree that InsideGOOD is not responsible for any materials posted by users of the Site.

12. No-Commercial Use Policy.

You agree to use the Site, the Reviews and Forums only in a noncommercial manner. You specifically agree not to post, transmit or otherwise distribute to the Site (including, without limitation, to any Review or Forum) any material containing any solicitation of funds, advertising or solicitation for goods or services. We encourage you to report any apparent violation to us.

13. Links to Other Sites.

The Site may contain links and pointers to other Web sites on the Internet which may be maintained by third parties. Such links do not constitute an endorsement by InsideGOOD or its Affiliates of any third-party site or any materials contained therein. InsideGOOD and its Affiliates do not control, and are not responsible for, the availability, accuracy, privacy policy, or currency of such third-party sites or any information, content, products or services accessible from such third-party sites.

14. Indemnification.

You hereby agree to indemnify, defend and hold harmless InsideGOOD and its Affiliates from and against any and all liability and costs incurred by InsideGOOD or the Affiliates in connection with any claim arising out of any breach or alleged breach of any of your representations, warranties or obligations set forth in this Agreement. You shall cooperate as fully as reasonably required in the defense of any claim. InsideGOOD reserves the right 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 matter without the written consent of InsideGOOD.

15. DISCLAIMER OF WARRANTY.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITE (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SOFTWARE, FUNCTIONS, SERVICES, MATERIALS AND INFORMATION MADE AVAILABLE THEREON OR ACCESSED BY MEANS THEREOF) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” INSIDEGOOD DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT THE SITE, INCLUDING, WITHOUT LIMITATION, FORUMS, REVIEWS OR THE SERVER(S) ON WHICH THE SITE IS OPERATED, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, INSIDEGOOD AND ITS AFFILIATES DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT THE PURPOSE HAS BEEN DISCLOSED), COMPATIBILITY, SECURITY, ACCURACY, OR NON-INFRINGEMENT.

16. LIMITATION OF LIABILITY.

USE OF THIS SITE IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, COMMUNICATIONS, CONTENT, OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THIS SITE.

UNDER NO CIRCUMSTANCES SHALL INSIDEGOOD OR ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, OR ANY THIRD-PARTY PROVIDER OF TELECOMMUNICATIONS OR NETWORK SERVICES, SITE SOFTWARE OR SITE CONTENT FOR INSIDEGOOD OR ITS AFFILIATES, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY AND/OR DEATH, LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, EVEN IF INSIDEGOOD, ITS AFFILIATES, OR THEIR PROVIDERS OF TELECOMMUNICATIONS OR NETWORK SERVICES, CONTENT OR SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY.

YOU HEREBY RELEASE INSIDEGOOD AND ITS AFFILIATES FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS RELATED TO YOUR USE OR INABILITY TO USE THE SITE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THESE KINDS OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

17. Termination.

In addition to any other rights of the parties set forth herein, InsideGOOD may cancel or terminate this Agreement at any time. InsideGOOD also reserves the right to restrict, suspend or terminate your access to the Site in whole or in part, without notice, with respect to any breach or threatened breach by you of any portion of this Agreement. If InsideGOOD terminates this Agreement (and therefore your access to the Site) based on a breach of any portion of this Agreement, InsideGOOD reserves the right to refuse to provide access to the Site to you in the future.

18. Modifications.

(a) To this Agreement.

InsideGOOD has the right to modify this Agreement and any policies affecting the Site. Any modification is effective immediately upon posting to the Site and/or distribution to you via electronic mail. Your continued use of the Site following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of InsideGOOD in providing the Site is to cease your use of the Site.

(b) To the Site.

InsideGOOD has the right to modify, suspend or discontinue the Site or any portion thereof at any time, including, without limitation, the availability of any area of the Site. InsideGOOD may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability.

19. General.

This Agreement constitutes the entire agreement between you and InsideGOOD with respect to the Site and supersedes all prior agreements between you and InsideGOOD. Failure by InsideGOOD to enforce any provision of this Agreement shall not be construed as a waiver of any provision or right. Interpretation and enforcement of this Agreement shall be governed by the laws of the state of Colorado (excluding its choice of law rules). You agree to submit to the jurisdiction in Colorado and that any claim arising under this Agreement or your use of the Site will be brought solely in a federal or state court located in the City and County of Denver, Colorado. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.