Terms of Service

Falls Foundation provides to Users (as hereafter defined) of its Content and/or Services certain web-based charitable, information technology, marketing, and commerce-facilitating applications (“Applications”), as further set forth herein, and hosting for such Applications on the Site subject to these Terms of Service. A “User,” for purposes of this Agreement, is any person who logs on to the Site for its intended purposes. Falls Foundation does not represent, endorse, or act as an agent for any User in any transactions conducted on the Site or during a virtual event hosted by Falls Foundation using the Falls Foundation Services, Site Content, and/or Applications.

A. User Content

User represents and warrants that User owns or otherwise controls all of the rights to the information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“User Content”) that User posts to the Site or during a virtual event hosted by Falls Foundation; that the User Content is accurate; and that other Users may reproduce, display, or distribute the User Content without infringing anyone's rights or causing injury to any person or entity. User shall indemnify Falls Foundation and hold it harmless from and against all claims that result from User Content that User posts on the Site or during a virtual event hosted by Falls Foundation. User grants Falls Foundation and its sublicensees the right to use the name that User submits in connection with User Content. Except as provided herein, User retains ownership of all rights, including intellectual property rights, in User's Content that User posts to the Site or during a virtual event hosted by Falls Foundation. Falls Foundation's use of User Content and other information shall at all times be subject to Falls Foundation's Privacy Policy.

Falls Foundation may, but is not obligated to, monitor the posting activities of Users and may in its sole discretion remove any User Content and/or restrict a User's ability to post User Content on the Site or during a virtual event hosted by Falls Foundation. Falls Foundation is not liable in any way, including for the payment of royalties, for any User Content, including (without limitation) any errors or omissions in User Content, any use of User Content outside the direct control of Falls Foundation, or for any loss or damage of any kind incurred as a result of the use of or reliance on User Content. User agrees to evaluate and bear all risks associated with the use of or reliance on any User Content.

User shall not post any User Content on the Site or during a virtual event hosted by Falls Foundation that: (a) is fraudulent, or makes fraudulent offers of items or involves the purchase or sale, or attempted purchase or sale, of counterfeit or stolen items or any item the sale or marketing of which is prohibited by applicable law, or promotes illegal activities; (b) is a scheme, or part of a scheme, to commit fraud on other Users; (c) infringes or otherwise abets or encourages the infringement or violation of any third party's intellectual property rights, including but not limited to copyright, patent, trademarks, trade secret, or other proprietary right or right of publicity or privacy; (d) violates any applicable law, statute, ordinance, or regulation including, without limitation, those governing consumer protection, unfair competition, anti-discrimination, or false advertising; (e) is defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) is obscene or contains, in whole or in part, any pornographic materials or otherwise promotes sexually explicit materials or materials harmful to minors; (g) promotes or endorses discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (h) constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy, or encourages conduct that would constitute a criminal offense or give rise to civil liability; (i) copies, reproduces, exploits, or expropriates Falls Foundation's proprietary directories, databases, or listings; (j) User knows to incorporate any computer virus or other destructive device or code that may have the effect of damaging, interfering with, intercepting, or expropriating any software or hardware system, data, or personal information; or (k) involves any scheme to undermine the integrity of the computer systems or networks used by Falls Foundation or any User of the Site.

No User shall attempt to gain unauthorized access to Falls Foundation's computer systems or networks.

B. Privacy

Please review Falls Foundation's Privacy Policy, which applies to a User's visit to and use of the Site and participation in a virtual event hosted or sponsored by Falls Foundation.

C. Legal compliance

User may not post any User Content on the Site or during a virtual event hosted or sponsored by Falls Foundation that is restricted or prohibited anywhere by any law, whether federal, state, local, or extra-territorial. User is solely responsible for determining whether the laws of any jurisdiction (not solely those of his, her, or its home jurisdiction) may apply to any User Content, and for complying with all such laws.

Additionally, User may not post any User Content that Falls Foundation has concluded is inappropriate for posting on the Site or during a virtual event hosted or sponsored by Falls Foundation regardless of its legality or not, including, but not limited to, User Content (a) that encourages illegal activity; (b) that is racially, religiously, or ethnically derogatory, or that promotes hatred, violence, intolerance, or bigotry; (c) that is a giveaway, lottery, raffle, or contest; (d) that offers for purchase or sale or promotes any stock, bond, or other security or investment; (e) that is pornographic or gratuitously or graphically sexual in nature or appeals primarily to a User's prurient interest; (f) that is posted solely to collect information on Users. Falls Foundation, in its sole and exclusive discretion, reserves the right to impose additional restrictions and prohibitions. No one under the age of 18 may use the Site.

In addition to any other available remedies, Falls Foundation may limit, suspend, or terminate any User's access to the Site, delay or remove User Content, and take all necessary technical and legal steps to keep any User off the Site if Falls Foundation reasonably believes that the User has violated this Agreement or is using or has used the Site in such a way as to create potential legal liability or other like problem for Falls Foundation.

D. Site and services usage

Except with the express written consent of Falls Foundation, no User may reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit the Site, the Site Content, any content posted by Falls Foundation or its affiliates during a virtual event hosted or sponsored by Falls Foundation, or any part thereof, for any commercial purpose; or frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Falls Foundation; or use any meta tags or any other “hidden text” utilizing Falls Foundation's name or trademarks. Falls Foundation grants Users a limited, revocable, and nonexclusive right to create a hyperlink to the Site's home page (falls-foundation.org) so long as the link does not portray Falls Foundation or its products or services in a false, misleading, derogatory, or otherwise offensive manner. Users may not use any Falls Foundation logo or other proprietary graphic or trademark as part of the link without Falls Foundation's express written permission. Links to other websites are provided solely as a convenience. Falls Foundation does not endorse such sites and is not responsible for their content. If you decide to access any of the sites linked to the Site, you do so entirely at your own risk.

E. Reservation of rights

Falls Foundation reserves the right to make changes to the Site, the Services, the Privacy Policy, other of its policies, or this Agreement at any time. If any of these Terms of Service shall be deemed invalid, void, or for any reason unenforceable, that term shall be deemed severed and shall not affect the validity and enforceability of the remaining Terms of Service.

F. Message boards and comments

Falls Foundation may provide message boards and other commenting functionality on the Site during a virtual event hosted or sponsored by Falls Foundation to promote and encourage open, honest, and respectful communication between or among Users. All User Content, whether publicly posted or privately transmitted through a message board, shall be the sole responsibility and liability of the posting User. Falls Foundation does not control the User Content posted or transmitted through any message board on the Site, and does not guarantee the accuracy, integrity, quality, or legality of any such posted or transmitted User Content. Falls Foundation does not pre-screen User Content posted or transmitted through any message board on the Site. Falls Foundation may, but is not obligated to, monitor the posting activities of Users and may in its sole discretion edit or remove any User Content and/or restrict a User's ability to post User Content through the message boards. User understands that other Users may post User Content on message boards that is offensive, indecent, or otherwise objectionable, and User agrees that Falls Foundation is not accountable for any such User Content. User shall indemnify Falls Foundation from any and all third-party claims arising from any User Content that User uploads, posts, or emails on or through a message board. Falls Foundation may allow Users to review other Users or User Content; provided, however, that prior to posting any such review on the Site, the reviewing User must certify that he or she has previously engaged with the User, or User Content, that he or she is reviewing.

G. Electronic communications

When a User communicates with Falls Foundation electronically by sending an email to Falls Foundation, subscribing to an email list, registering for a Falls Foundation-sponsored event, participating in a Falls Foundation-sponsored event, applying for a grant, or otherwise registering on a Falls Foundation site, the User consents to receiving electronic communications from Falls Foundation. Falls Foundation will communicate with Users by email, social media, or by posting notices on the Site. User agrees that all agreements, notices, disclosures, and other communications that Falls Foundation provides electronically satisfy any legal requirement that such communications be in writing.

H. Indemnification

Each User shall indemnify Falls Foundation and hold Falls Foundation harmless from and against all damages, losses, and costs (including, but not limited to, reasonable attorneys' fees) caused by: (1) User's failure to comply with this Agreement, including, without limitation, User's posting of User Content on the Site or during a virtual event hosted or sponsored by Falls Foundation that violates these Terms of Service, the rights of others, or applicable law; and (2) any activity in which User engages on or through the Site or in connection with the User's participation in a Falls Foundation-sponsored event.

I. Disclaimer

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT SOME OF THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

YOU MAY NOT RELY ON THE CONTINUED AVAILABILITY OF THIS SITE OR THE SERVICES OR CONTENT ON THE SITE OR ON ANY PLATFORM FOR ANY VIRTUAL EVENT SPONSORED OR HOSTED BY FALLS FOUNDATION. FALLS FOUNDATION PROVIDES THE PLATFORM FOR THE SITE, THE PLATFORM FOR ANY VIRTUAL EVENT SPONSORED OR HOSTED BY FALLS FOUNDATION, AND ALL CONTENT AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. FALLS FOUNDATION DOES NOT CONTROL OR VET USER CONTENT FOR ACCURACY OR ANY OTHER PURPOSE. FALLS FOUNDATION DOES NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FALLS FOUNDATION DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, OR NONINFRINGEMENT. FALLS FOUNDATION IS NOT RESPONSIBLE FOR AND MAKES NO REPRESENTATION OR WARRANTY REGARDING THE DELIVERY OF ANY MESSAGES (INCLUDING MESSAGES IN THE MESSAGE CENTER, OR THE POSTING OF ANSWERS OR THE TRANSMISSION OF ANY OTHER USER CONTENT) SENT THROUGH THE SITE OR DURING ANY VIRTUAL EVENT SPONSORED OR HOSTED BY FALLS FOUNDATION TO ANYONE. IN ADDITION, FALLS FOUNDATION NEITHER WARRANTS NOR REPRESENTS THAT USER'S USE OF THE SITE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY CONTENT, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH CONTENT, SERVICE, OR TECHNOLOGY TO FALLS FOUNDATION. FALLS FOUNDATION DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF PERSONS USING ITS SITE, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SITE BY ANY USERS; THEREFORE, FALLS FOUNDATION DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF USER'S IDENTITY OR INFORMATION. FALLS FOUNDATION DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERROR. THE OPERATION OF THE SITE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURE. FALLS FOUNDATION DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERROR IN FUNCTIONING. FURTHERMORE, FALLS FOUNDATION DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING OF, LOSS OF ACCESS TO, OR POOR CONDITIONS ON THE SITE DUE TO INOPERATIVE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, SATURATION OF THE INTERNET NETWORK, OR ANY OTHER REASON.

J. Limitation of liability

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Falls Foundation is not and shall not be liable for (a) any damages in excess of US $25 or (b) any special, incidental, indirect, punitive, or consequential damages or loss of use, profit, revenue, or data claimed by any User or any third person arising from User's use of the Site or any Site or User Content, Services, or Applications on, accessed through, or downloaded from the Site or User's participation in any virtual event sponsored or hosted by Falls Foundation. This limitation of liability is part of the basis of the bargain between the parties and without it the terms would be different. This limitation of liability:

• Shall apply regardless of whether (1) User bases his or her or its claim on contract, tort, statute, or any other legal theory, (2) Falls Foundation knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this Section fail of their essential purpose; but
• Shall not apply to any damage that Falls Foundation may cause User intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed.

K. Termination

Termination rights.Falls Foundation may terminate the Agreement and User's use of the Site or participation in a virtual event sponsored by Falls Foundation for any reason or for no reason at any time with or without notice. Termination of the Agreement shall include disabling User's access to the Site and may include a permanent bar from access to the Site or to any other present or future Falls Foundation website.

Misuse of the Content and/or Services.Falls Foundation may restrict, suspend, or terminate the access of any User who abuses or misuses the Site or Services by inviting others whom User does not know to connect, abusing Falls Foundation messaging services, creating false profiles, using the Site commercially without Falls Foundation's authorization, infringing any intellectual property rights, or any other behavior that Falls Foundation, in its sole discretion, deems contrary to the purpose of the Site or the Services.

Effect of termination.Upon termination, User will lose access to the Site and/or, as applicable, User's participation in the virtual event sponsored or hosted by Falls Foundation. The terms of this Agreement shall survive termination.

L. Dispute resolution

Law and forum for legal disputes.These Terms of Service and User's use of the Site and participation in any virtual event sponsored by or hosted by Falls Foundation are governed by the laws of New York, U.S., without regard to its choice of law provisions, except where you are required by published governmental law, ordinance, regulation, directive, order, or the like to contract for application of the law of your local jurisdiction. You hereby consent to exclusive jurisdiction of a state or federal court of general jurisdiction sitting in New York County, New York, U.S., except to the extent you are prohibited from so doing by published governmental law, ordinance, regulation, directive, order, or the like. You waive any right to trial by jury in any action arising out of or relating to these Terms of Service, User's use of the Site, and/or User's participation in any virtual event sponsored by or hosted by Falls Foundation.

A. Severability

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, then (1) the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision, and (2) the validity, legality, and enforceability of the remaining provisions of this Agreement will not be affected in any way.

B. Language

Where Falls Foundation has provided User with a translation of the English language version of this Agreement, the Privacy Policy, and/or any other documentation, User agrees that the translation is provided for User's convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation will govern User's relationship with Falls Foundation.

C. Notices

Falls Foundation may notify User via postings on the Site or during any virtual event hosted or sponsored by Falls Foundation. User may contact Falls Foundation at info@falls-foundation.org.

D. Entire agreement

This Agreement constitutes the entire agreement between User and Falls Foundation regarding its subject matters and supersedes all prior agreements and understandings, whether written or oral or established by custom, practice, policy, or precedent. In entering into this Agreement, neither User nor Falls Foundation has relied on any promise, inducement, consideration, or representation that is not expressly set forth in this Agreement.

E. Amendments to this agreement

Falls Foundation reserves the right to modify, supplement, or replace the terms of the Agreement, effective upon posting on the Site or notifying User otherwise. If User does not agree to changes to the Agreement, User may terminate this Agreement at any time in accordance with its terms.

F. No injunctive relief

User shall not seek or be entitled to any equitable relief against Falls Foundation, including an injunction that enjoins or restrains the operation of the Site or any Site Content, Services, Applications, or advertising on the Site.

G. Assignment and delegation

User may not assign or delegate any rights or obligations under this Agreement. Any purported assignment or delegation shall be ineffective. Falls Foundation may freely assign or delegate all rights and obligations under this Agreement, with or without notice to User. Falls Foundation may also substitute any assignee or delegate that assumes Falls Foundation's rights and obligations under this Agreement for Falls Foundation by way of unilateral novation, effective upon notice to User.

H. Potential other rights and obligations

User may have rights or obligations under local law other than those enumerated here if User is located outside the United States.

I. Dispute resolution by binding individual arbitration and class action waiver (“Dispute Resolution”)

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND FALLS FOUNDATION TO RESOLVE CERTAIN DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, IT LIMITS THE PARTIES' RIGHTS TO SEEK RELIEF IN COURT, AND IT WAIVES THE RIGHT TO JURY TRIAL AND THE RIGHT TO JOIN WITH OTHERS IN A LAWSUIT.

This section sets out our agreement for resolving all disputes relating to your use of the Site, including but not limited to our collection, use, and sharing of data on and from the Site. Other than a claim filed in a court that is limited to adjudicating small claims, in the event of any dispute of any nature whatsoever relating to your use of our website, past, present, or future, in law or in equity, including the determination of the scope, validity, or applicability of this agreement to arbitrate, you and Falls Foundation agree and consent to binding arbitration at JAMS for all such disputes on an individual (not class) basis before a single arbitrator under the applicable JAMS Arbitration Rules and Procedures in effect at the time of the filing, rather than litigating the dispute in court. You may obtain a copy of the applicable JAMS rules at www.jamsadr.com. If JAMS is unavailable or unwilling to administer arbitration consistent with this section, another arbitration provider shall be selected by the parties that will administer the arbitration consistent with it. If the parties cannot agree on a provider, the parties may ask a court to appoint an arbitrator that will administer the proceeding consistent with this section.

You and Falls Foundation also agree that: (a) by their dealings the parties' conduct is in and affecting interstate commerce; and (b) the Federal Arbitration Act (FAA) applies and governs this agreement. To the extent state law is applicable under the FAA, the law of New York shall apply, without regard to its choice of law provisions. The arbitrator shall have exclusive authority to determine the scope, validity, and enforceability of this arbitration agreement.

If the arbitration takes place in-person, it shall be held in New York City, New York. If you commence an arbitration action against Falls Foundation you must provide notice to Falls Foundation at info@falls-foundation.org. If Falls Foundation commences an arbitration action against you, it will send the notice to your last address of record with Falls Foundation.

By agreeing to arbitration, the parties are giving up the right to a trial in court and the right to a jury, and there is more limited discovery than might otherwise be available in court. In addition, you and Falls Foundation agree not to participate in a class action, a class-wide arbitration, claims brought in a representative capacity, or consolidated claims if the other party hereto is a party to the proceeding.

For purposes of this Dispute Resolution section, Falls Foundation includes its/their past, present, and future officers, directors, employees, agents, representatives, contractors, parent, subsidiaries, affiliates, successors, and assigns. In addition, the following persons or entities are intended third-party beneficiaries of this dispute resolution section and may enforce the terms of this section as if they were direct parties: (a) contractors who provided website, internet, or any other marketing services to Falls Foundation; (b) companies with which Falls Foundation shares data regarding your use of Falls Foundation's websites, including by way of illustration and not limitation, website analytics companies.

If Falls Foundation amends the Dispute Resolution section of these Terms, those amendments will not apply to any dispute that Falls Foundation had actual notice of on the date of the amendment. If Falls Foundation terminates the agreement to arbitrate, the agreement to arbitrate will remain effective for disputes which arose prior to the date of termination.

J. Additional or required notices

Various laws require or permit Falls Foundation to give Users notice regarding those laws. By the following notices, Falls Foundation incorporates those laws into these Terms of Service.

Notice: no harvesting or dictionary attacks permitted. This notice provides information about conduct that is unlawful under the U.S. CAN-SPAM Act of 2003. Falls Foundation will not give, sell, or otherwise transfer addresses or other contact information to any other party for the purposes of initiating, or enabling others to initiate, electronic mail messages except as authorized hereunder or by law or Falls Foundation personnel with appropriate authority or Falls Foundation policy. Except for parties authorized to have such addresses or other contact information, a User may violate federal law if he or she (1) initiates the transmission to Falls Foundation servers or databases of a commercial electronic mail message (as defined in the U.S. CAN-SPAM Act of 2003) that does not meet the message transmission requirements of that act; or (2) assists in the origination of commercial electronic mail messages by providing or selecting addresses to which the commercial electronic mail messages will be transmitted.

Notice regarding trademarks. This notice provides information regarding who owns the trademarks used on our Site and cautions against infringement. The Site displays trademarks that are owned by Falls Foundation or others. You may not use any of the trademarks displayed on the Site or in any Content; use of any such trademark could make you liable for infringement. All rights are reserved.

Notice regarding other intellectual property. This notice provides information regarding who owns the intellectual property other than trademarks displayed on the Site or its Content and cautions against infringement. All Services and Site Content provided on the Site or any other site owned, operated, licensed, hosted, or controlled by Falls Foundation are subject to intellectual property rights and contractual and other protections. The intellectual property rights are owned by Falls Foundation or its licensors (which may include you). Except for Content that you own, no Site Content or content provided through any virtual event hosted by Falls Foundation may be copied, distributed, republished, uploaded, posted, or transmitted in any way except pursuant to the express provisions of these Terms of Service or with the prior non-electronic, written consent of Falls Foundation. Unpermitted modification or use of Content for any purpose may violate intellectual property rights. No title to copies or to intellectual property rights is transferred to Users; all title and rights remain with Falls Foundation or its licensors.

Notice regarding copyright agent.This notice provides information regarding the Site's copyright agent, to whom any notice of claimed infringement must be sent. Falls Foundation respects the intellectual property rights of others and requests that Users do the same. Anyone who believes that his or her work has been infringed under copyright law must provide a notice to the designated Copyright Agent for the Site containing the following:

• An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit Falls Foundation to locate the material;
• The address, telephone number, and email address at which the complaining party may be contacted;
• A representation 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 law;
• A representation that the information in the notice 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.

Notice of a claimed copyright infringement must be sent to:

Falls Foundation, Inc.
Attn: Copyright Agent
PO Box 484
New York, NY 10014

With a copy to: info@falls-foundation.org

Notice of availability of filtering software.This notice is provided under the U.S. Communications Decency Act. We do not believe that the Site contains materials that would typically be the subject of filtering software, and minors are not authorized to visit our Site. Nevertheless, all Users are hereby informed that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at the Children's Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies, located at fcc.gov/consumers/guides/childrens-internet-protection-act.