Funding Accelerator Member Service Agreement
Terms & Conditions
Version Date: January 2020
As a condition of registering for a MissionBox Funding Accelerator Membership Grant Award Opportunity ListServ and nonprofit publication benefits program ("Service") that is a part of the services that MissionBox, Inc. ("MissionBox") makes available through its MissionBox.com website ("Website") or otherwise, the Registrant Member ("Member") agrees to the terms and conditions of this Funding Accelerator Member Service Agreement (as amended from time to time, this "Agreement"). MissionBox reserves the right to amend this Agreement at any time. These modifications become effective once updated on the Website.
1. Membership Listing. By completing the Funding Accelerator member ("Member Account") sign-up process, by clicking the "Confirm Purchase" button online (or similarly registering for the Service), or by registering and agreeing to this Agreement through a MissionBox sales representative, Member agrees to be bound by this Agreement. The individual that submits the Member's registration information to MissionBox represents and warrants to MissionBox that the individual has the capacity to enter into contracts that are not voidable because of the individual's age at the time of entering the contract, and has the power to and is duly authorized by the Member to register Member for the Service. If any information provided by or on behalf of Member is untrue, inaccurate, not current or incomplete, MissionBox has the right to terminate Member's membership and refuse any and all current or future inclusion in the Service.
2. Information. In this Agreement, "Information" means all content, regardless of form or substance, posted by Member for its Member Account, or by any person acting under Member's direction, or by use of Member's Account password or other credential, Member agrees to comply with all Information Guidelines adopted by MissionBox from time to time, and that MissionBox may edit Information posted by Member to comply with MissionBox's Information Guidelines. Member acknowledges and agrees that MissionBox may access Member's Account as necessary to identify or resolve technical problems or respond to other issues related to the Service.
3. Member Responsibility. Member agrees that (a) Member alone is responsible for the use of Member's Account and for all Information Member account, including but not limited to assuring the accuracy, relevance, and non-deceptiveness of the Information, infringement or non-infringement of the intellectual property rights, privacy rights, publicity rights, and other rights of third persons, and for fulfilling all offers, sales, services, or other undertakings of Member to any user of other MissionBox services who contact Member or are contacted by Member as a direct or indirect result of the Service, (b) Member shall maintain and update all Information so it is always true, accurate, not deceptive or misleading, and current, (c) Member shall keep its password confidential, and not allow any other person, company or entity to use its account, and (d) Member shall notify MissionBox promptly if Member has any reason to believe that the security of its Member Account has been compromised. Member agrees and acknowledges that MissionBox is not responsible for any loss, damage or corruption of any of the Information, and that MissionBox is not responsible for Information being true, accurate, not deceptive or misleading, and current.
4. Intellectual Property. Member acknowledges that save and except for the intellectual property rights, if any, that Member owns in its Information, Member does not claim any trademark, copyright, patent, trade secret, or other intellectual property or proprietary right in any work of authorship, invention, device, other content or aspect of the Service or the Website (as between Member and MissionBox, "MissionBox Property"), and agrees not to copy, distribute copies of, reproduce, display, create derivatives or adaptations of, make, have made, or otherwise use MissionBox Property.
5. Right to Use Member's Information. Member grants to MissionBox, and its parents, subsidiaries, affiliates, successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license under Member's copyrights and other intellectual property rights, if any, to all Information in Member's Profile to store, publish, distribute copies of, display and reproduce, permit download of all or part of, and otherwise use such Information to provide the Services in any and all media and in any manner.
6. Unauthorized Access or Endorsement. Member shall not attempt to gain unauthorized access to any servers controlled by MissionBox. Member shall not engage in any activity that interferes or disrupts the Website or the servers that host the Website. Member may not use data mining, robots, screen scraping or similar data gathering or extraction tools on the Website. Member acknowledges that its inclusion in the Funding Accelerator Membership maintained by MissionBox as part of the Service does not constitute an endorsement by MissionBox of Member or its goods or services, and agrees not to imply or state that it is affiliated with or endorsed by MissionBox without the express written consent of MissionBox.
7. Fees. Member shall pay to MissionBox a Recurring Monthly Fee for the Service in advance, as selected at the time of registration. "Recurring Monthly Fee" means the total base service fee charged to Member for each month, over a subsequent 12-month period plus any charges incurred for additional services during the then current period. Member authorizes MissionBox to charge Recurring Monthly Fees to Member's designated method of payment selected by Member at registration, with the first payment due on the Start Date (as defined in Section 9) and subsequent payments due monthly thereafter. If the charge is refused, MissionBox may, in its sole discretion, terminate Member's further participation in the Service. It is Member's responsibility to keep payment information current. MissionBox reserves the right to change the Monthly Fee, on a going-forward basis, at any time after the first twelve (12) months of service, and to change the Service options at any time. All fees are payable in U.S. dollars or British Pounds, based on Member's selection during the sign-up process.
8. Refunds. Recurring Monthly fees are non-refundable upon cancellation or termination of the Service.
9. Term. The term of this Agreement shall be one (1) year commencing on the date that Member submits Member's credit card for payment, or other form of payment, for its Member Account. The term shall automatically renew on each Start Date anniversary, unless either party provides notice of non-renewal in accordance with Section 12 below; provided, however, that to qualify for each renewal, Member must at the time of renewal be in substantial compliance with the material terms and conditions of this Agreement. MissionBox shall have the right, but not the obligation, to review any Member Profile for compliance with the Agreement as part of the renewal process, or at any time.
10. Termination. Either party, in its sole and absolute discretion, may give notice of termination of this Agreement as of the end of the then current term with or without cause and without stating any reason therefor. Any notice of Termination by Member must be given at least thirty (30) days prior to the end of the current monthly period by sending a written notice of termination, or the Service will be renewed automatically as provided for above in Section 9.
11. Termination for Breach. Either party may terminate the Agreement on thirty (30) days' notice if the other party has materially breached or is otherwise not in compliance with any provision of the Agreement, and such breach or noncompliance is not cured within such thirty (30) day period. MissionBox reserves the right to immediately suspend any customer access to Member's Member Account until such breach or noncompliance is cured.
12. MissionBox Right to Refuse or Terminate. Notwithstanding Section 13, MissionBox reserves the right to terminate this Agreement immediately, and without extending any right to cure to Member, if MissionBox believes, in its sole discretion, that Member: (1) is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights or reputation of MissionBox or others; or (2) has become the subject of a government complaint or investigation.
13. Deletion of Information. Upon termination, MissionBox may, but is not obligated to, delete from its servers or the Website any or all Information contained in Member's Account and that may relate to any information in Member's Account with MissionBox.
14. Survival. The provisions of Sections 18, 19 and 20 shall survive any termination of the Agreement, as well as any other provision the meaning and sense of which is necessary to survive in order to achieve the objectives of the parties hereunder.
15. Promotional Materials. During the term of this Agreement, Member grants to MissionBox a non-exclusive, worldwide, royalty-free, perpetual license to use Member's name and logo for the purpose of identifying Member as a participant in the Service on the Website and in MissionBox's other promotional materials.
16. Member Details. Member agrees that MissionBox may disclose information about Member and Member's Account not only as required to provide the Services, but also if MissionBox, in good faith, believes that such action is reasonably necessary: (a) to comply with the requirements of any law, regulation, order, writ, subpoena, or discovery request; (b) to enforce any provision of the Agreement; or (c) to protect the rights or interests of MissionBox or users of its Website.
17. Maintenance and Support. Member can obtain assistance with any technical difficulty that may arise in connection with Member's utilization of the Service by requesting assistance by email to email@example.com. MissionBox reserves the right to establish limitations on the extent of such support, and the hours at which it is available.
18. Indemnity. Member agrees to indemnify, defend and hold harmless MissionBox, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns, successors, representatives and agents, from any claim, demand, action, liability, loss, expense, damage or cost, including but not limited to reasonable attorney's fees, made by any party due to or arising out of Member's use of the Service; any person's use of Information in Member's Account; any content, material or otherwise linked to or referred to from Member's Account, any act or omission to act of Member that violates any provision of this Agreement; or any violation or alleged violation of any rights of another, including but not limited to Member's use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Member's account. MissionBox reserves the right to assume the exclusive conduct of its defense and control of any matter otherwise subject to indemnification by Member but doing so shall not otherwise excuse Member's obligations under this Section.
19. NO GUARANTEE OF RESULTS AND DISCLAIMER OF WARRANTIES AND LIABILITIES. MISSIONBOX MAKES NO REPRESENTATION, WARRANTY OR GUARANTY TO MEMBER WHATSOEVER CONCERNING THE RESULTS OF ANY KIND, IF ANY, THAT MEMBER MAY EXPECT OR EXPERIENCE BY PARTICIPATING IN OR USING THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT NOT ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE WEBSITE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR-FREE SERVICE. MEMBER AGREES AND ACKNOWLEDGES THAT MISSIONBOX AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF MISSIONBOX IS AWARE OF THE RISK OR SUCH DAMAGES, THAT RESULT IN ANY WAY FROM THE MEMBER'S USE OR INABILITY TO USE THE SERVICE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, THE CONTENTS OF ANY WEB PAGES OR WEB SITES, LOSS OF DATA, COMPUTER VIRUSES, COMMUNICATION LINE FAILURE, DESTRUCTION OR UNAUTHORIZED USE OR ACCESS TO ANY WEB SITES OR RECORDS OR INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION TO MEMBER OR ANY FAILURE OF PERFORMANCE OF ANY KIND WHATSOEVER OF MISSIONBOX OR THE SERVICE. MISSIONBOX'S LIABILITY TO MEMBER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MEMBER TO MISSIONBOX OVER THE COURSE OF THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE REISTRANT'S CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES; SO IN THOSE CASES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
20. Assignment of Service. Member agrees not to resell or assign or otherwise transfer its rights or obligations under this Agreement without the express written authorization of MissionBox provided, however, that Member may, without the written consent of MissionBox, assign this Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its business related to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. Any purported assignment in violation of this section shall be void and of no effect.
21. Force Majeure. Neither party shall be liable to the other for any delay or failure in performance under this Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
22. Notices. Any notices or communications under this Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to MissionBox, such notices shall be addressed to:
7600 Burnet Road, Suite 301
Austin, TX 78757 United States
If to Member, such notices shall be addressed to the electronic or mailing address specified when Member first registered for the Service, or such other address as either party may give the other by notice as provided above.
23. No Agency; Independent Contractors. Nothing contained in this Agreement shall be construed as creating any agency, employment relationship, partnership, principal-agent or other form of joint enterprise between the parties.
24. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
25. General. This Agreement and the relationship between Member and MissionBox shall be governed by the laws of the state of Texas without regard to its conflict of law provisions. On all disputes, Member agrees to submit to the personal and exclusive jurisdiction in the state of Texas, county of Travis. MissionBox's failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual effect.