This User Agreement governs your access to or use of the password-protected information, materials and services, available via the website of Combined Jewish Philanthropies of Greater Boston ("CJP”) located at www.____________________ (including any successor site) (the "Site"). For the avoidance of doubt, the term "Site" includes any or all Content. The Site is available only to those individuals who have been properly identified as an authorized person with respect to the grant management process for a designated entity (each, an "Authorized Person") and, as such, have received a user name and password from CJP. If you are not an Authorized Person, you may not access or use the Site. Your use of the Site is also governed by the CJP Public Web Site Terms and Conditions available at http://www.cjp.org/terms_of_use.html), the terms of which are incorporated herein by reference. You understand and agree that you have no rights with respect to the Site and the Content other than the licenses and rights expressly granted to you in this User Agreement. If you do not agree to be bound by this User Agreement, you may not access or use the Site or the Content.
Subject to your continued compliance with the terms of this User Agreement, we hereby grant you a personal, revocable, non-exclusive, non-transferable, limited license (without the right to sublicense) to use this Site and the Content solely in connection with the grant management process with respect to which you are an Authorized Person ("Permitted Use").
CJP specifically prohibits the following uses of the Site or the Content and you agree that you shall not: (1) use the Site or the Content for any purpose other than is authorized by this User Agreement; (2) engage in any activity that does not comply with U.S. law or other applicable law and regulations or otherwise engage in any illegal, manipulative or misleading activity through the use of the Site or the Content; or (3) copy, modify, or display CJP’s name, logo, text, or graphic images in any way without CJP’s express written permission.
We reserve the right to monitor your use of the Site to ensure compliance with this User Agreement and to prevent fraudulent use. If such monitoring indicates that you are not in compliance with this User Agreement or if fraudulent activity is suspected, CJP reserves the right to take such action as it deems necessary, including, without limitation, immediate suspension or termination of any or all of your rights under this User Agreement without any liability. CJP will comply with all court orders involving requests for information obtained by monitoring.
Intellectual Property Rights
As between you and CJP, all rights, title and interest in and to the Site remain the exclusive property of CJP, its affiliates, content or service providers, or any of their contractors, as applicable. All material contained on this Site, unless otherwise indicated, is protected by law including, but not limited to, United States copyright, trade secret, and trademark law. Except as expressly provided herein, CJP does not grant any express or implied right(s) to users of the Site. You are prohibited by this User Agreement and applicable law from infringing on or violating any copyright, service mark, trademark, trade secret or other intellectual property right of any kind in connection with your use of the Site or the Content.
Password Security and Notification
You shall maintain the confidentiality of the user name(s) and password(s) by which you access the Site or the Content. Any use of your assigned user name(s) and password(s) will be deemed to be your use and you shall be responsible for all uses of your assigned user name(s) and password(s), whether or not authorized by you. The Protected Entities (as defined below in the Disclaimer Section) shall not have any responsibility or liability to you or to any other person whose claim may arise through you for any claims with respect to the handling or mishandling of your user name(s) or password(s). You shall be fully responsible for the monitoring of the use of and the security surrounding your user name(s) and password(s).
You agree to comply with this User Agreement, the CJP Public Web Site Terms and Conditions and all policies, rules and terms and conditions as set forth in CJP’s materials, either in print form or available electronically via the public website or the Site (collectively, the "Policies"). The Policies, including any amendments which may be made from time to time, are hereby incorporated by reference in this User Agreement. We may modify this User Agreement or the Policies at any time. This User Agreement and the Policies so amended will be posted on our public website and/or the Site, and your continued use of the Site thereafter will constitute your agreement to the terms thereof.
THE SITE AND ALL OF ITS CONTENT ARE PROVIDED ON AN "AS IS" BASIS AND ARE MADE AVAILABLE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. CJP INCLUDING ITS AFFILIATES, CONTENT OR SERVICE PROVIDERS, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LEGAL REPRESENTATIVES, AGENTS, CONTRACTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "PROTECTED ENTITIES") DISCLAIM, TO THE FULLEST EXTENT OF THE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THIS SITE OR ITS CONTENT INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, ACCURACY AND/OR NON-INFRINGEMENT. USE OF THIS SITE IS AT YOUR OWN RISK. THE PROTECTED ENTITIES DO NOT REPRESENT OR WARRANT THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT CONTENT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVICE THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AS BETWEEN YOU AND THE PROTECTED ENTITIES, YOU ASSUME THE RISK OF DAMAGE AND THE ENTIRE COST OF ALL NECESSARY SERVICE, REPAIR, OR CORRECTION OF YOUR COMPUTER AND RELATED SYSTEMS ARISING FROM YOUR USE OF THE SITE OR THE CONTENT.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL THE PROTECTED ENTITIES BE LIABLE TO YOU OR ANY OTHER PERSON, EVEN IN THE EVENT OF SUCH PROTECTED ENTITIES' NEGLIGENCE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER ANY THEORY ARISING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR THE CONTENT INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, INVESTMENTS OR COMMITMENTS, BUSINESS GOODWILL, DATA, COST OF SUBSTITUTE MATERIALS, PRODUCTS, SERVICES OR INFORMATION, OR ARISING FROM THE CLAIMS OF THIRD PARTIES, OR FOR ANY OTHER REASON WHATSOEVER, EVEN IF THE PROTECTED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU LIVE IN A STATE THAT DOES NOT PERMIT THE FOREGOING LIMITATION, IN NO EVENT SHALL THE TOTAL LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE.
You agree to indemnify and hold harmless the Protected Entities from and against any damages, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) incurred in connection with or arising out of any breach by you of this User Agreement or your use of the Site.
The Protected Entities shall have no liability whatsoever for delays or interruptions in delivery or accessibility of any of the Site, interruptions of service or other breach of this User Agreement due to fire, explosion, lightening, power surge or failure, water, acts of God, war, civil disturbance, terrorism, acts or omissions of communication carriers, or other causes beyond CJP’s reasonable control.
This User Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without reference to its conflicts of law principles. You hereby consent to the exclusive jurisdiction of the state or federal courts located in the Commonwealth of Massachusetts, specifically in Suffolk County, Massachusetts, or the United States District Court for the District of Massachusetts, in any action arising out of or relating to this User Agreement.
You acknowledge and agree that any unauthorized use or disclosure by you of the Site or the Content, or any infringement or violation of CJP’s (including that of its affiliates, content or service provider, and any of their contractors) intellectual property rights, would cause irreparable injury for which CJP could not be fully compensated by money damages and that CJP would be entitled to seek and recover (in addition to any other available remedies) preliminary and permanent injunctive relief, without the necessity of posting bond or security, and further that CJP would be entitled to recover from you its attorneys' fees and costs incurred in seeking and obtaining such relief.
Discontinuation or Suspension of Use
We may, in our sole discretion, at any time and without prior notice or liability, (i) discontinue transmitting all of any part of the Content available via the Site; (ii) change, discontinue, or limit access to the Site or the Content, or any functionality, feature or other component of the Site or the Content; or (iii) suspend or terminate your use of or access to all of part of the Site or the Content. CJP may terminate this User Agreement at any time without liability, with or without notice and with or without cause. Terms of this User Agreement that by their nature survive the termination or expiration of this User Agreement shall so survive.
Failure to insist on strict performance of any of the terms of this User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver by CJP of any right under this User Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
Severability and Reservation of Rights
If any provision of this User Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this User Agreement and will not affect the validity and enforceability of the remaining provisions hereof.
You may not assign your rights and obligations under this User Agreement, in whole or in part, without our prior written consent, and any such assignment without such consent will be null and void. We may assign our rights and obligations under this User Agreement, in whole or in part, without your consent. This User Agreement will inure to the benefit and burden of the parties hereto and their permitted successors and assigns.
This User Agreement constitutes the entire agreement between CJP and you relating to your access to or use of the Site, and it supersedes all prior or contemporaneous communications, proposals, agreements or representations, whether electronic, oral, or written, between you and CJP with respect thereto.