FUNDINCO USER AGREEMENT – Effective November 1, 2013
This Fundinco User Agreement (“Agreement”) applies to the Fundinco Web sites that post this Agreement (including, without limitation, fundinco.org), each of which is owned or controlled by Fundinco, LLC (“Fundinco”), and any available interactive features, downloads, applications, or other outlets that post or include a link to this Agreement (collectively, the “Fundinco Platform”). This Agreement applies to your use of the Fundinco Platform, regardless of whether accessed via computer, mobile device or otherwise. You assent to all provisions of this Agreement by accessing or using the Fundinco Platform. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT USE OR ACCESS THE FUNDINCO PLATFORM.
By using or accessing the Fundinco Platform, you warrant and represent that (a) you are 18 years of age or older and the age of majority in the jurisdiction where you reside, (b) that all information you provide when you use the Fundinco Platform is and will remain complete and accurate, and (c) if you are acting on behalf of a company, organization, or other entity, you have the authority to bind such company, organization, or other entity. Your right to access and use the Fundinco Platform is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Fundinco Platform for lawful purposes and pursuant to the provisions of this Agreement. You are responsible for securing your authentication credentials, including username and password.
Third Party Links & Commissions
There may be provided on the Fundinco Platform links to other Web sites belonging to Fundinco’s advertisers, business partners, affiliates and other third parties (e.g., amazon.com). Such links do not constitute an endorsement by Fundinco of those Web sites, nor the products or services listed on those Web sites. Fundinco is not responsible for the activities or policies of those Web sites. Fundinco does not endorse or recommend the products of any particular advertiser, business partner, affiliate or other third party. Fundinco is not responsible for and does not guarantee the purchase of a good or service offered on a third party site.
Fundinco is a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to amazon.com. Amazon and the Amazon ../wp-content/uploads/ are trademarks of Amazon.com, Inc. or its affiliates.
You acknowledge and agree that payments from third parties, including but not limited to Amazon Services LLC, depend upon the agreements between Fundinco and such third parties. Fundinco may have no control over whether such third parties abide by the terms of such agreements or decide to terminate such agreements with Fundinco. You agree that Fundinco will have no liability for nonpayment to you based on the nonperformance or termination of any agreement between Fundinco and any third party.
Any action by you that, in Fundinco’s sole discretion: (i) violates the terms and conditions of this Agreement; (ii) restricts, inhibits or prevents any access, use or enjoyment of the Fundinco Platform; or (iii) through the use of the Fundinco Platform, defames, abuses, harasses, offends or threatens, or otherwise is otherwise objectionable will not be permitted, and may result in your loss of the right to access and use the Fundinco Platform. You will not META tag, provide links to, or frame the Fundinco Platform without the prior express written permission of Fundinco.
Without limiting the foregoing, you agree that you will not transmit, submit or post the following to the Fundinco Platform:
information that infringes Fundinco’s or any third party’s copyright, patent, trademark, trade secret or other proprietary rights;
information that violates any federal, state or local law, statute, ordinance or regulation (including those in jurisdictions outside the United States);
information that is libelous to any individual or entity, threatening, harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to Fundinco or third parties or that infringes on Fundinco’s or any third party’s rights of publicity or privacy;
information that contains any viruses, worms, Trojan horses, trap doors, back doors, Easter eggs, time bombs, cancel bots or other code or computer programming routines that contain contaminating or destructive properties or that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
information containing or constituting chain letters, mass mailings, political campaigning, or any form of “spam”;
information that is false, inaccurate or misleading;
commercial advertisements or solicitations without written permission from Fundinco
You further agree that you will not:
Use any robot, spider, scraper or other automatic device, process or means to access the Fundinco Platform for any purpose without our prior express written permission except as may be a result of standard search engine or Internet browser usage).
Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on the infrastructure of the Fundinco Platform.
Implement any manual processes to monitor or copy any content from the Fundinco Platform without Fundinco’s prior express written permission.
Utilize any device, software or routine that will interfere or attempt to interfere with the functionality of the Fundinco Platform.
Resell, copy, transfer, reverse engineer, disassemble, decompile, create derivative works of, or allow third-party access to the Fundinco Platform.
Use the Fundinco Platform for any commercial purpose, or to provide services to any third party as a service bureau.
Bypass Fundinco’s robot exclusion headers or other measures Fundinco may use to prevent or restrict access to the Fundinco Platform.
You may terminate this Agreement at any time by discontinuing your use of the Fundinco Platform. Fundinco may terminate this Agreement at any time by either discontinuing the provision of the Fundinco Platform, or for your violation of any of the provisions of this Agreement.
Fundinco’s Intellectual Property Rights
The names “Fundinco” and “Fundinco.org” and Fundinco’s graphics, ../wp-content/uploads/s, page headers, button icons, scripts and service names are trademarks or trade dress of Fundinco or its affiliates, in the United States and/or other countries (collectively, the “Proprietary Marks”). You may not use the Proprietary Marks without the prior express written permission of Fundinco, which permission may be withheld in Fundinco’s sole discretion. Fundinco makes no proprietary claim to any third-party names, trademarks or service marks appearing on the Fundinco Platform. Any third-party names, trademarks, and service marks are property of their respective owners.
The information, advice, data, software and content viewable on, contained in, or downloadable from, the Fundinco Platform (collectively, the “Content”), including, without limitation, all text, graphics, charts, pictures, photographs, images, line art, icons, are copyrighted by, or otherwise licensed to, Fundinco or its Content suppliers. Fundinco also owns a copyright of a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Content (the “Collective Work”). All software used on the Fundinco Platform (the “Software”) is the property of Fundinco or its software vendors and is protected by United States and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Content and/or the Collective Work does not entitle you to any ownership or intellectual property rights to the Content, the Collective Work or the Software.
You will be solely responsible for any damage resulting from your infringement of Fundinco’s or any third party’s intellectual property rights regarding the Proprietary Marks, the Content, the Collective Work, the Software and/or any other harm incurred by Fundinco or its affiliates as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using the same.
Your Use of the Content
Fundinco grants you a limited license to access, print, e-mail, download or otherwise make personal use of the Content and the Collective Work; provided, however, that you will not delete any proprietary notices or materials appearing on or in connection with the Content and the Collective Work. You may not modify the Content or the Collective Work or utilize them for any commercial purpose or any other public display. You agree not to copy, sell, or rent, decompile, reverse engineer, or disassemble the Content and the Collective Work, or transfer the Content or the Collective Work to another person or entity.
Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use, other than the noncommercial use of the Content and the Collective Work as permitted by this Agreement, is permitted by you without the express prior written permission of Fundinco, which permission may be withheld in Fundinco’s sole discretion.
You may not use any META tags or any other “hidden text” utilizing Fundinco’s name or trademarks without the express written permission of Fundinco, which permission may be withheld in Fundinco’s sole discretion.
Fundinco may provide certain features of the Fundinco Platform which allow you to provide content to Fundinco (“Your Content”). You hereby grant to Fundinco an unrestricted, worldwide, irrevocable, perpetual, transferable and royalty-free license to host, use, copy, distribute, display, perform, modify, translate, store or otherwise exploit all or any portion of Your Content for any purpose whatsoever in all formats, on or through any media, technology or device now known or hereafter developed. You represent and warrant that you own or otherwise have appropriate permission to upload and share Your Content; that Your Content is accurate; and that use of your Content does not violate this Agreement and will not cause injury to any person or entity. Fundinco will have the right but not the obligation to monitor and edit or remove any activity or content, including but not limited to Your Content that violates the standards for the Fundinco Platform, as Fundinco determines in its sole discretion. Fundinco takes no responsibility and assumes no liability for Your Content or any content submitted by any third party. You further agree that Fundinco is free to use any ideas or concepts contained in any of Your Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services; and creating informational articles, without any payment of any kind to you. You authorize Fundinco to publish Your Content in a searchable format that may be accessed by users of the Fundinco Platform and the Internet. Except as prohibited by law, you waive any moral rights you may have in Your Content, even if altered or changed in a manner not agreeable to you. You agree that Fundinco has no obligation to monitor or enforce your intellectual property rights to Your Content but has the right to protect and enforce its rights, as well as those of its licensees, to Your Content. You further acknowledge and agree that Fundinco will not have any obligation to you with regard to Your Content and that Fundinco may or may not monitor, display or accept Your Content and may delete it at any time.
Fundinco respects the intellectual property of others, and it asks its users to do the same. Fundinco may, in appropriate circumstances and at its discretion, suspend or terminate the access of and take other action against users, subscribers, registrants and account holders who infringe the copyright rights of others. If you believe that your work has been copied and is accessible on the Fundinco Platform in a way that constitutes copyright infringement, or that the Fundinco Platform contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify Fundinco by providing the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. sec. 512) to our copyright agent set forth below:
A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
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 Fundinco to locate the material;
Information reasonably sufficient to permit Fundinco to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
PO Box 8072
West Chester, OH. 45069
By e-mail: firstname.lastname@example.org
Note: Only copyright complaints should be sent to agent. No other communications will be accepted or responded to. For communications on other matters, please contact Fundinco as described on the Website, or e-mail email@example.com.
When you visit the Fundinco Platform or send e-mail to Fundinco, you are communicating with Fundinco electronically. You consent to receive communications from Fundinco electronically. Although Fundinco may choose to communicate with you by regular mail, Fundinco may also choose to communicate with you by e-mail or by posting notices on the Fundinco Platform. You agree that all agreements, notices, disclosures and other communications that Fundinco provides to you electronically satisfy any legal requirement that such communications be in writing.
Your Responsibility for Equipment and Related Costs
You are responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use the Fundinco Platform, and all costs and fees associated with Internet access or long-distance charges incurred with regard to your access and use of the Fundinco Platform.
While Fundinco uses security, passwords, and encryption for certain data, under no circumstance is Fundinco liable for the loss or hijacking of information. Information submitted on the Fundinco Platform cannot be guaranteed secure or private. Additionally, Fundinco is not responsible for the potential loss of any data on its website or in its databases.
You represent and warrant to Fundinco that all activities you undertake using the Fundinco Platform will be lawful, that you are properly authorized to undertake such activities.
THE FUNDINCO PLATFORM, INCLUDING, WITHOUT LIMITATION, THE CONTENT THEREUPON, IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, FUNDINCO MAKES NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE FUNDINCO PLATFORM; (B) THE FUNDINCO PLATFORM CONTENT; (C) CONTENT YOU UPLOAD TO THE FUNDINCO PLATFORM; (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO FUNDINCO OR VIA THE FUNDINCO PLATFORM; OR (E) ANY THIRD PARTY WEBSITE OR OTHER INFORMATION LINKED TO FROM THE FUNDINCO PLATFORM, AS WELL AS ANY GOODS OR SERVICES AVAILABLE VIA SUCH THIRD PARTY SOURCE. IN ADDITION, FUNDINCO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. FUNDINCO DOES NOT REPRESENT OR WARRANT THAT THE FUNDINCO PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE FUNDINCO PLATFORM OR THE SERVERS THAT MAKE THE FUNDINCO PLATFORM AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. FUNDINCO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE FUNDINCO PLATFORM IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE FUNDINCO PLATFORM IS AT YOUR SOLE RISK. FUNDINCO DOES NOT WARRANT THAT YOUR USE OF THE FUNDINCO PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND FUNDINCO SPECIFICALLY DISCLAIMS SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS. BY ACCESSING OR USING THE FUNDINCO PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITE. FUNDINCO DOES NOT ENDORSE YOUR CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT OR COLLABORATIVE CONTENT OBTAINED THROUGH THE FUNDINCO PLATFORM.
Limitations on Fundinco’s Liability
UNDER NO CIRCUMSTANCES WILL FUNDINCO BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE FUNDINCO PLATFORM; (B) THE FUNDINCO PLATFORM CONTENT; (C) YOUR CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE FUNDINCO PLATFORM; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY FUNDINCO OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE FUNDINCO PLATFORM; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE FUNDINCO PLATFORM’S TECHNICAL OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF FUNDINCO HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE FUNDINCO PLATFORM). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL FUNDINCO’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00). YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF FUNDINCO’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY PARTY’S USE OR ACCESS TO THE FUNDINCO PLATFORM, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY PORTION OR ASPECT OF THE FUNDINCO PLATFORM. BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Your Indemnification of Fundinco
Each party will be responsible for any taxes on property it owns or leases, for any franchise or privilege tax on its business, and for any tax based on its gross or net income or gross receipts, whether obtained via activities involving the Fundinco Platform or otherwise.
Amendments of this Agreement
Fundinco reserves the right to modify or add to this Agreement at any time without prior notice (“Updated Terms”). You agree that Fundinco may notify you of the Updated Terms by posting them on the Fundinco Platform so that they are accessible via a link on the home page, and that your use of the Fundinco Platform after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review this Agreement before using the Fundinco Platform. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Fundinco Platform from that point forward.
You acknowledge that Fundinco may be irreparably damaged if this Agreement is not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by you, Fundinco will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement.
Class Action Waiver
YOU AND FUNDINCO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND FUNDINCO AGREE OTHERWISE, THE COURT BEFORE ANY ACTION BETWEEN THE PARTIES HAS BEEN BROUGHT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER FUNDINCO USERS.
No Third Party Beneficiaries
Nothing expressed or implied in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities whatsoever.
Location of the Fundinco Platform and Territorial Restrictions
The information provided through the Fundinco Platform and the Fundinco Platform itself are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We control and operate the Fundinco Platform from offices located in the United States and make no representations or warranties that the information, products or services available through the Fundinco Platform are appropriate for use or access in other locations. Anyone using the Fundinco Platform from other locations does so on their own initiative and is responsible for compliance with United States’ and local laws regarding online conduct and acceptable content, if and to the extent such laws apply. We reserve the right to limit the availability of the Fundinco Platform or any portion of the Fundinco Platform, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide. Software related to or made available by the Fundinco Platform may be subject to United States export controls. Thus, no software from the Fundinco Platform may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any software related to the Fundinco Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
Fundinco may assign this Agreement without notice to you. You may not assign this Agreement without Fundinco’s prior written consent.
The waiver by either party of any breach of this Agreement will not be construed to be a waiver of any succeeding breach. All waivers must be in writing, and signed by the party waiving its rights.
If any provision of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
Neither party will be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that party. The party experiencing the force majeure event agrees to give the other party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
Governing Law and Choice of Forum
This Agreement will be governed in all respects by the laws of the State of Ohio as they apply to agreements entered into and to be performed entirely within Ohio between Ohio residents, without regard to conflict of law provisions. Both parties agree that any claim or dispute between them must be resolved exclusively by a state or federal court located in Butler County, Ohio, except as otherwise agreed by the parties. Both parties agree to submit to the personal jurisdiction of the courts located within Butler County, Ohio for the purpose of litigating all such claims or disputes, and hereby waive all claims of forum non conveniens.
Limitations of Actions
No action, regardless of form or substance, arising out of this Agreement or the performance or nonperformance of any of the parties’ obligations hereunder may be brought more than one (1) year after a party knew or should have known of the occurrence of the event giving rise to such cause of action.
The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and will not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
Relation of the Parties
The parties agree they are acting as independent contractors and under no circumstances will any of the employees of one party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the parties, this Agreement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the parties.
Survival of Obligations
Any obligations and duties which by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement.
This Agreement, including, as applicable, the Additional Organization Terms set forth below, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.