Client Terms of Service

Client Terms of Service

Simple content posted in on 16 May 2011
audience: PGDC Client Services, PGDC Solutions | last updated: 16 September 2013
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PLANNED GIVING DESIGN CENTER TERMS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE. BY USING THE PLANNED GIVING DESIGN CENTER SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD NOT USE THE SERVICE.

Effective Date: June 9, 2013

Welcome to the Planned Giving Design Center website (the “Service” or “Website”) made available to you by Planned Giving Design Center, LLC (“PGDC” or “we”). The terms and conditions set forth below (the “Agreement”) govern your use of the Service. By using or operating the Service, you expressly agree to be bound by this Agreement and to follow all its terms and conditions and any applicable laws and regulations governing the Service. If you do not agree with any of the following terms, your sole recourse is not to use the Service. If you have any questions about these Terms of Service, contact PGDC at support@PGDC.com.

1. Agreement. This Agreement, in combination with Planned Giving Design Center Privacy Statement sets forth the terms and conditions under which PGDC makes the Service available to you.

2. License Grant. Subject to your compliance with the terms and conditions of this Agreement, PGDC hereby grants you a non-exclusive, non-transferable, revocable license for you and your Users to access and use the Service solely for the purposes of promoting the mission, products and services of your organization or company as they relate to charitable gift and estate planning. A “User” shall mean you unless you are a corporate or similar entity, in which case a User shall mean any of your employees, consultants or independent contractors. A “PGDC Host" customized PGDC website with your branding, customized page or pages on the Website or email newsletters created therefrom over which you maintain editorial control. This license is restricted to use by you and your Users and does not include the right to permit any non-User to access or use the Service. All rights not expressly granted to you are reserved by PGDC and its licensors. There are no implied rights.

3. Use of the Service. In order to use the Service, you are responsible at your own expense to access the Internet, either directly or through devices that access web-based content. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. You shall not attempt to access any other of PGDC's systems, programs or data that are not made available for public use. You may use this Service solely for the purpose of educating and cultivating relationships with professional advisors and members of the general public in the area of charitable gift and estate planning, to share products and/or services you offer in connection with the creation, management, and compliance of charitable gifts. The content, which includes certain information, news bulletins, newsletters, articles, summaries, case studies, research materials, studies, data, concepts, designs, strategic directions, processes, compilations of information and data, computer programs, passwords, software, and trade secrets used in providing the Service is the property of PGDC and/or its licensors and is protected by U.S. and international intellectual property laws. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works of the Service without the advance permission of PGDC. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. This is an Agreement for services and access to the Service only, and you are not granted a license to any software by this Agreement. Unauthorized use, resale or commercial exploitation of the Service in any way is expressly prohibited. Without PGDC’s express prior written consent in each instance, you shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of any of the Service or any software or data related to the Service or used to make the Service available to you. You shall take all measures necessary to ensure compliance by all of your Users who access and use the Service with these terms and conditions and shall be liable for any breach by such Users of such terms and conditions. You are responsible for maintaining the security of your account, passwords and files.

In addition, you agree that you will not (nor allow any other person or entity to):

a. Interfere or attempt to interfere with the proper working of the Service, the PGDC servers or any activity being conducted on the PGDC servers.

b. Use the Service other than in accordance with all applicable laws and regulations (including but not limited to the federal CAN-SPAM Act of 2003 and all other applicable laws related to spamming and privacy). Specifically, you may promote your organization or company, its mission, products, and services to the Home pages within your PGDC website over which you have editorial control. YOU SHOULD NOT PROMOTE YOUR ORGANIZATION, ITS MISSION, PROGRAMS, EVENTS, PRODUCTS OR SERVICES, IN THE PUBLIC DISCUSSION FORUMS, THINK TANK, OR IN THE COMMENT AREAS OF CONTENT THAT HAS NOT BEEN POSTED TO THE WEBSITE BY YOU WITHIN YOUR PGDC HOME PAGE. PGDC may, in its sole discretion, block any email messages, remove any of your content or prohibit any use of the Service that it believes may be in violation of the foregoing.

c. Use any software or intellectual property for which you do not have an appropriate license.

d. Use the Service to promote, facilitate or permit gambling.

e. Post, transmit, facilitate, or link to (i) content that PGDC determines constitutes information of a sexually explicit or adult in nature, or illegal activities, including, without limitation, any  libelous, defamatory or otherwise malicious information.

f. Advocate or facilitate activities that (i) contain threats or incite violence towards individuals or entities, (ii) are harmful to any person or entity or (iii) are discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age.

g. Impersonate any person or entity or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity or indicate that you are an employee or representative of PGDC or its affiliates for any purpose, including, without limitation, phishing or pharming.

h. Post, upload or transmit any content or other material that is fraudulent or violates or infringes the rights of others, including material that violates privacy or publicity rights, or infringes copyright, trademark or other proprietary rights.

i. Post, upload or transmit any information, software or other material that contains viruses, unauthorized data, malware, Trojan horses, spyware, worms or other harmful or corrupted components.

j. Use the Service as a file sharing service and are discouraged from hosting downloads of files that are larger than 50MB. PGDC reserves the right to refuse to host any large downloadable files. If PGDC considers you to be using the Service solely as a remote file server, your account may be terminated, your site(s) may be suspended and all files associated with your site(s) permanently removed.

k. Engage in or facilitate illegal export of any restricted or controlled items, including, without limitation, software, algorithms or data that is subject to export laws or regulations.

l. Remove the "Powered by Planned Giving Design Center, LLC" block from your site.

If you violate the terms of the Service, PGDC may suspend your user account and take down your site(s) until the violation is cured. In the case of serious violations to the terms of Service or in the case of other violations that are not cured within a reasonable time frame (as determined by PGDC in its sole discretion), PGDC may, in addition to its other legal rights and remedies available hereunder and at law or in equity, delete your account and your site(s) from the Service. In either case, you may be permanently restricted from holding an account to the Service. The decision about whether an account or site is in violation of the terms is at the sole discretion of PGDC.

4. User Contributions and Privacy. There are many opportunities within the Service, including but not limited to the Planned Giving Design Center Forums, Think Tank, and commenting for you to actively participate. In the process of doing so, you may provide certain comments, suggestions, data, or other information to PGDC about the Service (collectively “Information”). PGDC shall have the right to retain and use any such Information in current or future products or services, without compensation to you. To the extent such Information is protectable under intellectual property laws, you agree to cooperate with PGDC as needed to obtain such protection as PGDC may desire and you agree to assign your rights in such Information to PGDC.

5. Support. Technical support is provided to you  at no additional cost over and above your annual license fee.

6. Your Content. As used herein, "content" means text, images, photos, audio, video, CSS, JavaScript, and all other forms of data or communication. You alone are responsible for your content. You assume all risks associated with your content, including any person or entity's reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in your content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use, and authorize the use of, your content as described herein. You may not imply that your content is in any way sponsored or endorsed by PGDC. You further understand that any content or materials that you post, upload or transfer in connection with the Service, will be made available to the public. With respect to content you publish, you hereby grant PGDC, its affiliates, and our partners a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable right and license to use, reproduce, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish your content solely in connection with making the Service available to you. You acknowledge that PGDC prohibits any content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded in connection with the Service. Accordingly, by adding or uploading content, you are warranting that you own all proprietary rights, including copyright, in and to the content with full power to grant the rights contemplated to be provided in the content. In addition, to the extent that the content contains images of people or persons, you represent and warrant that you have obtained permission from the people or persons to use their image on your website. You also warrant that where required by applicable law, you have also obtained a valid and binding release relating to any identifiable property contained in the content that might sensibly lead to the identity of or be required by the owner of such property to permit the uses of such content.

7. Uptime. Subject to the terms and conditions of this Agreement, PGDC shall use commercially reasonable efforts to provide the Service twenty-four (24) hours a day, seven (7) days a week throughout the term of your subscription to the Service. You acknowledge and agree, however, that from time to time the Service may be inaccessible or inoperable for various reasons, including, without limitation, (i) periodic maintenance procedures or repairs which PGDC may undertake from time to time; (ii) equipment malfunctions; and (iii) causes beyond the control of PGDC, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”).

8. Warranty. THE SERVICE IS PROVIDED TO YOU “AS IS”. YOU ACKNOWLEDGE AND AGREE THAT ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND ALL OBLIGATIONS AND REPRESENTATIONS AS TO PERFORMANCE, INCLUDING ALL WARRANTIES WHICH MIGHT ARISE FROM COURSE OF DEALING OR CUSTOM OR TRADE AND INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY PGDC. PGDC DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
HOWEVER, PGDC SHALL HOLD YOU HARMLESS AND OTHERWISE INDEMNIFY YOU AGAINST ANY CLAIMS ARRISING BY OTHERS IN CONNECTION WITH CONTENT IT POSTS VIA THE SERVICE. Your sole and exclusive remedy for any failure or nonperformance of the Service or any error or omission in the Service and PGDC’s sole obligation shall be for PGDC to use commercially reasonable efforts to repair the error or defect in the Service.

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL PGDC OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, SUPPLIERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS BE LIABLE TO YOU, YOUR USERS OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF PGDC TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE SHALL BE LIMITED TO THE AMOUNT YOU PAID PGDC FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. YOU AGREE THAT PGDC HAS SET ITS PRICING IN RELIANCE ON THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT, AND THAT SUCH LIMITATIONS SHALL APPLY NOTWITHSTANDING THAT ANY LIMITED REMEDY SHALL FAIL ITS ESSENTIAL PURPOSE.

10. Modifications of Terms. PGDC shall have the right to modify the terms and conditions of this Agreement at any time, which modification shall be effective immediately upon posting to the Service (provided that it is not PGDC’s intent that such modifications substantially affect the license rights granted to you in this Agreement and for which consideration was paid by you).  Accordingly, we suggest that you check this page periodically. To make your review more convenient, we will post a version number or date on the first page.

11. Fees. Your use of the Service will be subject to subscription and web services fees in accordance with the PGDC fee schedule (PGDC Pricing). PGDC reserves the right to change the payment terms and Fees Schedule upon thirty (30) days prior email notice to you (provided that such changes will not go into effect for you until the end of your then current subscription term). At the end of your subscription term, your subscription will automatically renew at the current prevailing price indefinitely unless you elect not to renew your subscription as further described below. You will be solely responsible for, and will promptly pay, all taxes of any kind (including but not limited to sales and use taxes) associated with this Agreement, the Service, or your access to the Service, except for taxes based on PGDC’s net income. You agree to pay reasonable attorneys’ fees and court costs incurred by PGDC to collect any unpaid amounts owed by you. Amounts paid for the Service is not refundable. Until your subscription to the Service is terminated, you acknowledge and understand that PGDC will continue to charge you for the Service regardless of whether the Service is used or not. In addition to the foregoing, you acknowledge and agree to the following:

a. Upgrading. You can upgrade your plan at anytime. Payments will be charged on the day you upgrade to a higher plan and will cover the use of that Service for the remainder of the month or year at a prorated amount.

b. Canceling Your Plan. You may elect not to renew your subscription to the Service by notifying PGDC at least 30 days prior to the start of your next billing period. Accordingly, for annual subscription plans you may elect not to renew such subscription by notifying PGDC at least 30 days prior to the start of your next annual billing period.

c. Refunds. PGDC will not issue cash refunds for subscription cancellations.

d. Deleting or Abandoning Your PGDC website. Deleting or otherwise abandoning the maintenance of your Group by you does not result in canceling your subscription.

e. Bandwidth usage. You cannot use the Service as a file share service as specified in section 3j of this Agreement.

13. Minors. You agree not to grant access in any administrative capacity to anyone under the age of eighteen.

14. Termination. PGDC may terminate this Agreement and your use of the Service or disable your account, in each case at any time with or without cause, and with or without notice; provided, however, that if PGDC terminates this Agreement without cause, it will refund to you any prepaid, prorated unused fees for the Service. PGDC shall have no liability to you as a result of such termination or disablement. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, warranty disclaimers and limitations of liability. PGDC reserves the right in its sole and absolute discretion to change, suspend or discontinue — temporarily or permanently — some or all of the Service, at any time without notice. PGDC will not be liable to you for any such modification, suspension or discontinuance of the Service.

15. Hold Harmless and Indemnity. You agree to defend, hold harmless and indemnify PGDC, and its employees, agents and representatives, from and against any and all third party claims arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, PGDC will provide you with written notice of such claim, suit or action.

16. No Assignment. You shall not assign this Agreement, your right to use the Service or assign any other rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without PGDC’s prior written consent. Any such purported assignment or delegation by you without PGDC’s prior written consent will be null and void and of no force or effect, unless otherwise expressly consented to by PGDC at its sole and absolute discretion.

17. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.

18. Miscellaneous. (a) The Service is operated by PGDC from its offices in North Carolina, United States of America. Due to the nature of the Internet, the Service is accessible from all fifty US states and from other countries. As each state has laws that may differ from each other, and as you and PGDC both benefit from establishing a predictable legal environment in which to operate, use or otherwise exploit the Service, by using the Service, you agree that this Agreement shall be deemed to have been entered into in the State of North Carolina, USA. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of North Carolina, without regard to its principles of conflicts of law; (b) this Agreement, in combination with Planned Giving Design Center Privacy Statement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral; (c) the parties hereto agree that only the North Carolina courts, either federal or state, shall have exclusive jurisdiction over this Agreement and any controversies arising out of this Agreement; (d) in case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement but this Agreement shall be construed as if such invalid, illegal or other unenforceable provision had never been contained herein; (e) subject to Section 16 above, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns; and (f) no waiver of any right or remedy hereunder with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion.
 

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Planned Giving Design Center LLC
United States
Phone: 704-698-4050
Fax: 770-456-5239

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