You agree to be bound by these terms of use (“Terms of Use”) by doing any of the following:

By accessing or using any of the Cocatalyst websites (collectively, the “Websites”),

By accessing or using any of the Cocatalyst services, or any applications (including mobile applications) made available by Cocatalyst (collectively, the “Services”), like making donations, or

Nonprofit organizations who may receive donations through Cocatalyst’s Services, but do not subscribe to Cocatalyst’s Services

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. By accessing and using the Websites or Services, or receiving donations through Cocatalyst, you signify that you have read, understand, acknowledge, and agree to be bound by the following Terms of Use.

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. You may not use the Websites or Services and may not accept these Terms of Use if you are not of legal age to form a binding contract with Cocatalyst. If you do not agree to these Terms of Use, you may not use the Websites or Services or receive any donations through Cocatalyst. Any use of the Websites or Services in violation of these Terms may result in termination or suspension of your permission to access or use the Websites and Services.

Note that there may be times when we offer a special feature or service, like a subscription-based service, or a special feature or service provided by one of our many partnering organizations that has its own terms and conditions that apply in addition to these Terms of Use. In those cases, the terms specific to the special feature, service, or application control to the extent there is a conflict with these Terms of Use.

The terms “we,” “us,” or “our” shall refer to Cocatalyst. The terms “you,” “your,” or “User” shall refer to any individual or entity who accepts these Terms of Use by using this Websites or the Services. If you are using the Services on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

We reserve the right, in our sole discretion, to change these Terms of Use (“Updated Terms”) from time to time. We will make reasonable efforts to provide you with notice if the Updated Terms contain any material and substantive changes to your use of the Websites or Services. You agree that we may notify you of the Updated Terms by posting them on the Websites or Services, and that your use of the Services after the effective date of 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 these Terms of Use and any Updated Terms before using the Services. 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 Services from that point forward. These Terms of Use will govern any disputes arising before the effective date of the Updated Terms.

Cocatalyst is a fiscal sponsored project of Social Good Fund, Incorporated ("SGF"), a 501(c)3 registered organization with the Internal Revenue Service. Tax receipts for donations processed by Cocatalyst will be issued by SGF, Tax Identification Number 46-1323531.

INTELLECTUAL PROPERTY

All trademarks, service marks, and trade names on the Websites, including the Cocatalyst marks (collectively the “Marks”) are trademarks or registered trademarks of, and are proprietary to, Cocatalyst or other owners that have granted Cocatalyst the right and license to use such Marks. Cocatalyst owns all rights, title, and interest in the Websites and Services, all text, content, graphics, interfaces, code and materials, the look and feel, selection and arrangement, design, and organization of the Websites and Services, and the compilation of the content, code, data, and materials on the Websites and Services, including all intellectual property and proprietary rights (collectively, the “Content”). The Websites, Services, and Content are copyrighted and are the property of Cocatalyst. We may change the Websites or Services or delete Content or features at any time, in any way, for any or no reason.

Except as we specifically agree in writing, no Content from the Websites may be used, reproduced, transmitted, distributed, or otherwise exploited in any way other than as part of the Websites. Requests for written consent may be made via email to general@cocatalyst.org.

Cocatalyst shall be the sole and exclusive owner of the Services, Websites, and Content, all new versions, improvements, enhancements, additions, and modifications to the Services, Websites, or Content, all copyright, patent, trade secret, trademark, and other intellectual property rights related to the Services, Websites, and Content, and all tangible media on which the Services, Websites, and Content are maintained. You shall have no claim or right whatsoever with respect to the Services, Websites, or Content except for the limited license to use the Services, Websites, and Content granted herein. You may not use, copy, modify, transfer, or make any derivative works of all or any part of the Services, Websites, or Content, or any copy, adaptation, transcription, or merged portion thereof, except as expressly permitted hereunder. You may display and download onto a single personal computer and print in portions of the Content from the Websites and Services solely for your own personal, non-commercial use. Otherwise, you may not copy, reproduce, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, transfer, sell, or otherwise exploit the Websites, Services, or Content. If you undertake any such prohibited action, your license shall be automatically terminated.

CONTACT

When you, if a donor, submit your contact information to sign up for a Cocatalyst Profile, you agree and consent that Cocatalyst may send you communication relating to our products, events, or recommended charities. When you, if a nonprofit, submit your organization’s contact information to sign up for an account with Cocatalyst, you agree and consent that Cocatalyst may send your organization communication relating to our products, events, or other business information. Please contact us to opt out of receiving such communication.

CUSTOMER DATA

You shall be solely responsible for the quality and accuracy of all data that you enter into the Websites and Services. Except as otherwise provided in these Terms of Use, as against Cocatalyst, such data shall be your sole property. We respect and honor the confidentiality of your data, including donor information, financial information, member data, etc. Accordingly, Cocatalyst will exercise reasonable care to (i) keep all data pertaining to you and stored in the Services private and (ii) not disclose such data to anyone except employees, agents, and contractors of Cocatalyst who need to know the same in order to facilitate the performance of their duties. Cocatalyst will exercise reasonable care in the protection of your data and will maintain reasonable data integrity safeguards against the deletion or alteration of your data. Please note that Cocatalyst’s use of your data will be in accordance with our Privacy Policy, which can be found at http://www.cocatalyst.org/privacy.

IMPROVEMENTS

Cocatalyst may update or otherwise modify the Services or Websites at any time for any reason in Cocatalyst’s sole discretion. Cocatalyst may shut down the Services or Websites for maintenance and development work when necessary. Cocatalyst shall have no obligation whatsoever to customize, modify or improve the Services or Websites.

RULES OF CONDUCT

You acknowledge and agree that:

You will not use the Websites or Services in connection with pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise).

You will not publish, post, upload, distribute, or disseminate any materials that violate any legal rights (such as rights of privacy and publicity, intellectual property rights, or any other legal rights) of others, or otherwise violate any such rights using the Websites or Services.

You will not publish, post, upload, distribute, or disseminate any profane, defamatory, obscene, indecent, or unlawful topic, name, image, material or information.

You will not publish, post, upload, distribute, or disseminate any content that, in the sole judgment of Cocatalyst, is objectionable, or which may expose the Websites, Services, or their users to any harm.

You will not publish, post, upload, distribute, or disseminate any topic, name, material, or information that incites discrimination, hate, or violence towards one person or a group because of their race, gender, sexual orientation, religion, or national origin, or that insults the victims of crimes against humanity by contesting the existence of those crimes.

You will not upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.

You will not download any file or information that you know, or reasonably should know, cannot be legally distributed in such manner.

You will not falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

You will not restrict or inhibit any other authorized user from using and enjoying the Websites or Services.

You will not violate any applicable laws or regulations.

You will not create a false identity for the purpose of misleading others.

We take no responsibility and assume no liability for any content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is Cocatalyst liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. Cocatalyst is not liable for any statements, representations, or content provided by its Users on the Websites or through the Services. Although we have no obligation to screen, edit, or monitor any of the content posted to or distributed through any interactive area of the Websites or through the Services, we reserve the right, and have sole discretion, to remove without notice any content posted or stored on the Websites or through the Services.

CLAIMS OF COPYRIGHT INFRINGEMENT

We have adopted and implemented a policy that provides for the termination, in appropriate circumstances as determined by us in our sole discretion, of users who are infringers of copyright.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement must be sent to Cocatalyst’s designated agent, as follows:

Email Address: general [at] cocatalyst [dot] org

To be effective, the notification must be a written communication that includes the following:

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 are covered by a single notification, a representative list of such works;

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 us to locate the material;

Information reasonably sufficient to permit us 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.

We may give you notice that we have removed or disabled access to certain material by means of a general notice on the Websites, electronic mail to a user’s e-mail address in our records, or by written communication sent by first-class mail to your physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

Your physical or electronic signature;

Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Cocatalyst may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

DISCLAIMERS

THE CONTENT, THE WEBSITES, THE SERVICES, OR ANY THIRD PARTY WEBSITES OR SERVICES LINKED TO FROM THE WEBSITES OR OTHERWISE ACCESSED BY YOU IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT ANY CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITES, THE SERVICES, OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO CONTENT AND ANY CONTENT YOU PROVIDE TO THIRD PARTY WEBSITES (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION).

The Services include online help functions and a “Frequently Asked Questions” section to assist you and your access holders in the use of the Services. Cocatalyst currently makes customer support and services available at no cost to You, via telephone and email on weekdays between 8:00AM and 7:00PM Eastern time, excluding holidays that are recognized by Cocatalyst. However, the provision of such customer support and services is subject to change at any time without notice, in Cocatalyst’s sole discretion.

INDEMNIFICATION

You are responsible for maintaining the confidentiality of your username(s), password(s), and your account(s), as well as all activities that occur under your account(s). You hereby agree to indemnify, defend, and hold us, our licensors, licensees, distributors, agents, representatives, and other authorized users, and each of the foregoing entities’ respective resellers, distributors, service providers and suppliers, and all of the foregoing entities’ respective officers, directors, owners, employees, agents, representatives, and assigns (collectively, the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities, and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms of Use or claims arising from your use of the Websites, Services, Content, and/or your account(s). You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, OR SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, PERSONAL INJURY (INCLUDING DEATH), AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE WEBSITES, SERVICES, OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE WEBSITES OR SERVICES OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE WEBSITES OR SERVICES. MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS, OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES’ RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS CONTAINED HEREIN AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

GENERAL PROVISIONS

These Terms of Use shall be construed in accordance with the laws of the State of California, without regards to conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the courts in California. If any provision of these terms of use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms of use and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these terms of use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these terms of use shall not constitute a waiver of such right or provision. In these terms of use, the word “including” is used illustratively, as if followed by the words “but not limited to.” YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE WEBSITES, SERVICES, OR CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

Supply of goods, services, and software through the Websites is subject to United States export control and economic sanctions requirements. By acquiring any such items through the Websites, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire goods, services, or software through the Websites if: 1) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List or Entity List or 2) you intend to supply the acquired goods, services, or software to Cuba, Iran, North Korea, Sudan, or Syria (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, or Entity List.

We may suspend or terminate your account and your ability to use the Services, the Websites, or portion thereof for failure to comply with these terms of use or any special terms related to a particular service, for infringing copyright, or for any other reason whatsoever.

These Terms of Use constitute the entire agreement between the parties pertaining to the matters set forth herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, except the Cocatalyst Services Agreement, which shall govern the use of the Services by nonprofit organizations that subscribe to our Services.

INDEMNIFICATION. You agree to defend, indemnify, and hold harmless Cocatalyst, their parents, subsidiaries, and affiliates, and their respective officers, directors, agents, distributors, franchisees, and employees against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) arising out of any claim, demand, action, suit, investigation, arbitration, or other proceeding by a third party based on (i) your material breach or the inaccuracy of any covenant, duty, representation, or warranty set forth in these Terms of Use, (ii) materials contained on your website (including any allegation that such materials infringe a third party’s proprietary rights), and (iii) any other aspect of your activities or your website and the content thereon.