Terms of Use
Last modified November 4, 2010
1. Introduction. Welcome to the Rockefeller Brothers Fund Web site ("Site"). The Rockefeller Brothers Fund ("RBF" or "we") operates the Site to inform the public of our grantmaking programs and to facilitate applications for our grants.
2. Acceptance of Agreement; Changes to Agreement. Our Terms of Use and our Privacy Policy (together, "Agreement") govern your use of our Site. Please read the entire Agreement carefully. By entering the Site or by providing any content or information for the Site, you agree to comply with and be bound by this Agreement. We reserve the right to modify this Agreement at any time by posting a notice on the Site's home page. Your use of the Site after notice is given indicates that you agree to the changes. In addition, if we consider it appropriate, we may also provide additional notice of significant changes.
3. Privacy. Please be sure to review the RBF's Privacy Policy, which forms a part of this Agreement.
4. User Accounts. To subscribe to our eNews service, you must register for a user account ("Account"). You are responsible for maintaining the confidentiality of the user name and password associated with your Account and for all activity under your Account. Please notify us immediately if you become aware that anyone has gained unauthorized access to your account.
5. Use of Site and Its Contents.
(A) Lawful Purposes. You may not use the Site or any of its contents for any unlawful purposes or in any way that would violate (i) any applicable law or regulation or (ii) the rights of the RBF or any third party.
(B) Copyright; Use of the Site's Contents. The RBF or its licensors own all rights, including copyright, in the Site's contents. Without prior written authorization from us, you may not reproduce, distribute, modify, publicly display or perform the Site's content. Without such authorization, you may also not incorporate into a database or compilation, decompile, disassemble, reverse engineer, or otherwise use any of the Site's computer programs.
(C) Access from other Countries. The RBF expressly disclaims any representation, warranty, or covenant that the Site or any of its contents are appropriate in locations outside the United States. If you choose to access the Site from other locations, you do so at your own risk and are solely responsible for compliance with all applicable laws. You may not access the Site from any location where doing so would be illegal.
(D) Blogs, Discussion Boards, and Online Forums:
The information and opinions expressed in materials posted by visitors on blogs, discussion boards, lists or other similar venues of the Site (“Forums”) are not necessarily those of the Fund. The RBF makes no representations or warranties regarding such posted materials and does not monitor, control, or accept liability for any information posted to the Forums. The Fund’s forums are public, not private communications. Therefore, any personal information you voluntarily disclose may be collected and used by others and may result in unsolicited messages. The Fund specifically disclaims responsibility for such third party usage of any information posted to the Forums.
By entering the Site or participating in or posting to any Forum, you represent and warrant to the Fund the following: for good and valuable consideration, the receipt and sufficiency of which you acknowledge by your entry to the Site or your participation in or posting to any Forum, you shall not submit, upload, or post to any Forum any text, graphic material or other information or data (singly or collectively, “content”) that (1) libels, defames, invades privacy or is obscene, pornographic, abusive, or threatening; (2) infringes any intellectual property or other right of any person or entity, including but not limited to, infringement of copyrights or trademarks; (3) falsifies or deletes author attributions, legal notices, or other proprietary designations; (4) encourages conduct that would be considered a criminal offense or gives rise to civil liability, or otherwise violates any law; (5) contains viruses, corrupted files or other materials that may cause damage to another’s computer; (6) advertises or otherwise solicits funds or sales of goods or services; (7) contains “lobbying” or “electioneering” materials within the meaning of the United States Internal Revenue Code of 1986, as amended; or (8) does not advance constructive and respectful discussion and debate. The RBF may reject any submissions or postings in which the Fund believes, in its sole discretion, if such a violation has occurred and to remove any such content from the Site. You further understand and agree that sending unsolicited email advertisements to the Site or any user of the Site or through voice computer systems is expressly prohibited. Any such unauthorized use of the Fund’s computer systems is a violation of these Terms of Use and applicable “anti-spam” laws. In addition to any remedies that the Fund may have in law and in equity, if the Fund determines, it its sole discretion, that you have violated or are likely to violate these foregoing prohibitions, the Fund may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from the Site. The Fund will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing the Fund to disclose the identity of anyone posting such materials.
By posting any content on any Forum, you agree to indemnify and hold harmless the Fund and its current and former trustees, officers, staff, consultants, and agents, if any, as well as any third parties, if any, from and against any and all third party claims, demands, fines, penalties, damages, liabilities, costs, fees, expenses or amounts of any kind or nature whatsoever, including, without limitation, attorneys’s fees, arising or resulting from or in connection with your breach of the foregoing representations and warranties to the Fund.
Content that you submit to any Forum shall remain your intellectual property. By posting this content on the Site, you expressly grant the Fund a nonexclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display such content and your name, voice, and/or likeness as contained in the Content, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, and including the unfettered right to sublease such rights, in perpetuity throughout the universe. Content submitted to Forums are deemed nonconfidential, and the Fund shal be under no obligation to maintain the confidentiality of any such information, in whatever form.
6. RBF Trademarks. "Rockefeller Brothers Fund," the RBF logo, and other RBF indicia of source used on the Site are owned by the RBF ("RBF Trademarks"). You may not use the RBF Trademarks without our prior written consent. Additionally, you may not use the RBF Trademarks in any manner that (a) will likely cause confusion about the source of any product or service, (b) dilutes any RBF Trademark, (c) implies that the RBF sponsors, endorses, or is affiliated with any third-party activity, or (d) disparages or discredits the RBF or any of its officers or personnel. You may not register any domain names containing any RBF Trademarks without our prior written consent.
7. Notice and Procedure for Making Claims of Copyright Infringement
(A) Infringing Material on the Site. The RBF intends that all material on the Site does not violate the copyright or other proprietary rights of third parties. However, if you believe that any material on the Site infringes your copyright, then you may request the removal of those materials from the Site in accordance with the Copyright Act, 17 U.S.C. Section 512(c)(3), and the procedures described below.
(B) Agent for Receiving Notices of Claimed Infringement. A notice of infringing material that complies with the Copyright Act, 17 U.S.C. Section 512(c)(3) ("Notice") must be sent to the agent the RBF has designated with the Copyright Office:
Nancy Muirhead
Corporate Secretary
475 Riverside Drive, Suite 900
New York, NY 10115
212-812-4200
212-812-4299 (fax)
[email protected]
(C) Content of Notice of Claimed Infringement. To comply with the Copyright Act, your Notice must be in writing and must include the following:
(i) A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) 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;
(iii) 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 RBF to locate the material;
(iv) Information reasonably sufficient to permit the RBF to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
(v) 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
(vi) A statement that the information in the notification is accurate and made under penalty of perjury, and that you are the owner, or authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
8. External Links. The Site provides links to grantee Web sites and other outside sources. The RBF is not responsible for these third-party sites or their content, activities, or privacy practices. You should read the privacy policies and terms of use that apply to those sites.
9. Disclaimers of Warranties. THE SITE AND ALL ITS CONTENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE RBF DOES NOT WARRANT THAT THE SITE OR ANY OF ITS CONTENTS WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE SITE OR ITS CONTENTS. THE RBF MAKES NO REPRESENTATIONS, WARRANTIES, OR COVENANTS ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, OR NON-INFRINGEMENT OF ANY OF THE SITE'S CONTENTS OR ANYTHING ACCESSIBLE THROUGH LINKS TO OTHER WEB SITES. THE RBF RESERVES THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS ON THE SITE.
ALTHOUGH THE RBF INTENDS TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF VIRUSES, WORMS, "TROJAN HORSES" OR OTHER MALICIOUS CODE TO THE SITE, THE RBF DOES NOT GUARANTEE OR WARRANT THAT THE SITE IS FREE FROM SUCH DESTRUCTIVE FEATURES, AND THE RBF IS NOT LIABLE FOR ANY DAMAGE OR HARM ATTRIBUTABLE TO SUCH FEATURES.
10. Limitation of Liability. The RBF and its directors, officers, employees, and agents are not liable for any claim of any nature whatsoever based on loss or injury because of errors, omissions, interruptions, or inaccuracies in the Site or its contents, including loss or injury that results from your breach of any provision of this Agreement.
Under no circumstances will the RBF or its directors, officers, employees, or agents be liable for any direct, indirect, incidental, consequential, special, punitive, exemplary, or statutory damages (including lost revenues or profits, loss of business or loss of data) arising out of or in connection with your use of the Site, its contents, or this Agreement (even if the RBF has been advised of the possibility of such damages and no matter if the alleged liability is based on contract, tort (including negligence of any kind), strict liability or any other legal or equitable theory). You specifically acknowledge that the RBF shall not be liable for your submission of content and participation in any Forums, or the defamatory, offensive, or illegal conduct of any third party and that risk of harm or damage from the foregoing rests entirely with you.
Some states do not allow the limitation of liability for certain kinds of damages, so some of these limitations or exclusions may not apply to you.
11. Release and Indemnity. For good and valuable consideration, the receipt and sufficiency of which you acknowledge by your entry to the Site or participation in or posting to any Forum, you agree to release and waive any and all claims and/or liability against the Fund, and its current and former trustees, officers, staff, consultants, and agents, if any, arising from or in connection with your use of the Fund’s Site, including your submission of Content and participation in any Forums. You also agree to indemnify and hold the RBF and its current and formertrustees, officers, staff, consultants, and agents , if any, ("RBF Indemnitees") harmless from any liability, loss, damage or expense (including reasonable attorneys' fees and costs) that any RBF Indemnitee may incur based in any way on your use of the Site (including its contents), your breach of this Agreement, and your violation of the rights of a third party or any laws.
12. General Provisions.
(A) Assignment. You may not assign this Agreement or any of your obligations under it without the RBF's prior written consent; any attempted assignment in violation of this provision is null and void. The RBF may assign this Agreement and any of its obligations under it at any time for any reason.
(B) Relationship of Parties. You and the RBF are independent contractors, and this Agreement does not serve to create a joint venture, employee, partnership, agency or similar relationship between you and the RBF.
(C) Binding and Entire Agreement; English Language. This Terms of Use and our Privacy Statement constitutes the entire agreement between you and the RBF and supersedes all other agreements or understandings, whether oral or written, concerning its subject matter. You consent to the use of the English language in this Agreement and all documents or notices relating to the Agreement or the Site.
(D) Governing Law. This Agreement is governed by the laws of the State of New York applicable to contracts made and wholly performed there. Any dispute arising from or related to this Agreement shall be brought exclusively in any state or federal court in the State and County of New York and you hereby consent to the exclusive jurisdiction of those courts and waive any objection of any kind to venue.
(E) Including. The word "including" as used in this Agreement means "including, without being limited to."
(F) Severability. If any provision of this Agreement is determined to be unenforceable for any reason, then the unenforceable provision will be disregarded and the remaining Agreement will be enforceable to the fullest extent permitted by law.
(G) No Waiver. The RBF's failure to enforce this Agreement in every instance in which it might apply is not a waiver of any of the RBF's rights, and the RBF reserves its right to take all legal steps available to enforce the provisions of this Agreement
(H) Survival. The following provisions survive any termination of this Agreement: Paragraphs 2, 4, 5(B), 6, 7, 9, 10, 11, 12, and any other provision that by its terms contemplates survival.
(I) Force Majeure. If the RBF is unable to perform any of its obligations due to any cause beyond its reasonable control, whether foreseen or unforeseen, including computer, telecommunications or other equipment failures, electrical power failures, strikes, labor disputes, shortage of labor or materials, civil disturbances, fires, floods, storms, explosions, acts of God, war, terrorist acts, governmental actions, non-performance of third parties or similar reasons, then the RBF's performance will be excused until a reasonable time following the end of the cause.
(J) Notice. Any notice provided to the RBF under this Agreement is effective only upon receipt at one of the addresses listed under "Contact Us" below. Any notice or other communication provided to you regarding your use of the Site may be provided to you electronically and is effective upon distribution, but the RBF reserves the right to provide notices and communications in hard copy or other formats.
13. Contact Us. If you have any questions about the Site or this Agreement, please contact us at [email protected] or by postal mail at Rockefeller Brothers Fund, 475 Riverside Drive, Suite 900, New York, NY 10115.