Terms of Service
Last Revised on May 4, 2021
Welcome to the Terms of Service (these “Terms”) for the Parasol Cooperative web platform and community network provided through the websites parasolcooperative.org, parasol.community, parasol.life or any of their subdomains (collectively, the “Website”) and the related mobile application (the “App”) operated on behalf of The Parasol Cooperative Foundation (“Parasol”, “we” or “us”). The Website and App, together with the network, tools and services made available through the Website and App, are referred to in these Terms as the “Services”.
For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company, organization or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
If you or your organization or another entity granting you access to the Services has entered into a separate membership agreement with us for use of the Services (the “Membership Agreement”), then in the event of a conflict between these Terms and the Membership Agreement, the terms of the Membership Agreement will control.
Please note that Section 6 contains an arbitration clause and class action waiver. By agreeing to these Terms, (a) you agree to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 6.
TABLE OF CONTENTS
1. WHO MAY USE THE SERVICES
2. USER ACCOUNTS AND AVAILABILITY
4. RIGHTS WE GRANT YOU
5. OWNERSHIP AND CONTENT
6. THIRD PARTY SERVICES AND MATERIALS
7. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
8. ARBITRATION AND CLASS ACTION WAIVER
9. ADDITIONAL PROVISIONS
1. WHO MAY USE THE SERVICES
You must be at least 18 years of age or older to use the Services. By using the Services, you represent and warrant that you meet these requirements.
2. USING THE SERVICES
2.1 Role of Parasol. The Services enable people to participate in a community dedicated to supporting victims of domestic violence. You understand and agree that Parasol is offering the Services as a technical solution to facilitate this community and that Parasol is not responsible for community participation in the Services, including but not limited to, the onboarding of users onto the Services and the communication, fulfillment, monitoring or verification of needs or support provided the Services, or any other acts or omissions of users or other third parties in connection with their access and use of the Services. It is a user’s responsibility to investigate independently and satisfy himself or herself as to the identity and reliability of another user of the Services with whom he or she interacts.
2.2 Sub-Network. In connection with your use of the Services as a sponsor organization who has entered into a Membership Agreement (“Sponsor”), you may be able to create a community network within the Parasol network specific to your organization’s goal and needs (a “Sub-Network”) and to onboard members of your survivor community onto your Sub-Network. As a Sponsor, you are responsible for the activities of your community members who you onboard to the Services.
2.3 Creating and Safeguarding your Account. To use the Services, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account by going into your account settings. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information. You should immediately notify us at email@example.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
2.5 License Grant. Subject to your compliance with these Terms, Parasol hereby grants to you, a limited, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to access and uses Services. Except for the rights and license granted in these Terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
2.6 Restrictions On Your Use of the Services. Our goal is to create a positive, useful and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful. You may not do any of the following (or advocate, encourage, or assist any third party in doing any of the following):
(a) post, email or otherwise transmit any content, or create any Sub-Network that involves content, or encourage any action, as applicable, that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights or personal rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) in the sole judgment of Parasol, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or may expose Parasol or its users to any harm or liability of any type;
(b) promote or further any criminal activity or enterprise or provide instructional information (through your Sub-Network or otherwise) about illegal activities;
(c) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, especially in the promotion or sale of specific a Sub-Network;
(d) harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unwelcome or harassing emails or other unwelcome or harassing communications;
(e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(f) violate any applicable local, state, national or international law, or any regulations having the force of law; or
(g) obtain or attempt to access or otherwise obtain any materials or information through the Services using deceptive or fraudulent means.
2.7 Monitoring. You acknowledge and agree that we are not obligated to monitor or access to or use of the Services by you or third parties, but we have the right to do so to operate the Website and the App, enforce these Terms or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process or otherwise.
2.8 Use of the App. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App or will be available in any particular geographic location. As part of the Services, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from Parasol. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of Push Messages from Parasol.
3. OWNERSHIP AND CONTENT
3.1 Ownership of the Services. As between you and Parasol, the Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials are protected under copyright, trademark and other intellectual property laws. You agree that we and our licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content (defined below) and Sponsor Materials (defined below)), including, without limitation, the exclusive right to create derivative works.
3.2 Ownership of Trademarks. Parasol’s name, Parasol’s logo and all related names, logos, product and service names, designs and slogans are trademarks of Parasol or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with or connected to us.
3.3 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback is gratuitous, without restriction and does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of Parasol, and Parasol may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Parasol any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property right) that you may have in and to any and all Feedback, and irrevocably waive any moral rights or “droit moral” that you may have in such Feedback.
(a) contain any material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above;
(b) contain any material that is harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, deceptive, misleading or otherwise inappropriate or objectionable;
(c) create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness;
(d) create a risk of any other loss or damage to any person or property; or
(e) contain any material that is illegal, which you do not have a right to make available under any law or under contractual or fiduciary relationships, or that is not correct or current.
3.5 Sponsor Materials License Grant. In connection with your use of the Services as a Sponsor, subject to the terms of your Membership Agreement, you may elect to have Parasol customize your Sub-Network with your branding and content (“Customized Sub-Network”). As a condition of your use of the Customized Sub-Network, you hereby grant to us and our Partners a non-exclusive, royalty-free, fully paid, worldwide, sublicensable license to use, reproduce, distribute, modify, adapt, reformat and publicly display your name, logos, trademarks, service marks, and other branding materials and content that you provide to us for purposes of creating and operating a Customized Sub-Network (“Sponsor Materials”). You represent and warrant that you either: (a) own all rights to any Sponsor Materials, or (b) have all rights necessary to grant us the foregoing rights. You hereby irrevocably waive any and all moral rights or “droit moral” that you may have in your Sponsor Materials, and you represent and warrant that no third party has any moral, “droit moral” or other rights in your Sponsor Materials.
3.6 Notice of Infringement – DMCA Policy
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
(a) identification of the copyrighted work that is claimed to be infringed;
(b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
(c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
(d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
(e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
(f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by e-mail to firstname.lastname@example.org. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
4. THIRD PARTY SERVICES AND MATERIALS
Our Services may display, include or make available content, data, information, applications, materials, websites, products or services from third parties (“Third Party Materials”). By using the Services, you acknowledge and agree that Parasol is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials.
We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third Party Materials or for any other materials, products, or services of third parties.
5. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
5.1 Disclaimers. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Parasol, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, vendors and licensors (the “Parasol Entities”) HEREBY DISCLAIM ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The Parasol Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility of the Services with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services; (f) any act or omission (including posted content) of any user on or through the Services; and (g) any third-party website, third-party product, or third-party service listed on or accessible to you through the Services. No advice or information, whether oral or written, obtained from the Parasol Entities or through the Services, will create any warranty or representation not expressly made herein.
5.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE PARASOL ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES), ARISING OUT OF, RESULTING FROM, BASED ON OR RELATED TO THE SERVICES OR THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE) OR ANY OTHER CAUSE OF ACTION, EVEN IF SUCH DAMAGE OR LOSS WAS FORESEEABLE OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. IF THE ABOVE EXCLUSION OF DAMAGES IS FOUND TO BE UNLAWFUL, VOID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THEN THE PARASOL ENTITIES’ AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED IN ANY MATTER ARISING FROM, RELATED TO OR CONNECTED WITH THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU DONATED TO THE PARASOL ENTITIES, IF ANY, IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
5.3 Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Parasol Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Parasol Entities arising out of or in connection with: (a) your breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; (d) Your Content; (e) your Sponsor Materials; (f) your negligence or wilful misconduct; or (g) any other action or inaction by you or anyone acting on your behalf, including any Sponsor.
6. ARBITRATION AND CLASS ACTION WAIVER
6.1 Informal Process First. You agree that in the event of any dispute between you and the Parasol Entities, you will first contact Parasol and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, arbitration or any court action.
6.2 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Parasol’s services and/or products, including the Services, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Parasol agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Parasol are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Parasol will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
6.3 Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules. If the value of your claim does not exceed $10,000, Parasol will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
6.4 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to email@example.com or to the U.S. mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to Parasol within thirty (30) days of your registering to use the Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Parasol also will not be bound by them.
7. ADDITIONAL PROVISIONS
7.1 SMS Messaging and Phone Calls. The Services may allow us to contact you via telephone or text messages. You agree that Parasol may contact you via telephone or text messages at any of the phone numbers provided by you or on your behalf in connection with your use of the Services.
7.2 Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by email and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
7.3 Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by Parasol and your permission to use the Services will terminate automatically. Additionally, we reserve the right to terminate access to the Services to any person, including you, or remove or block Your Content, at any time, with or without notice, for any or no reason. If we delete your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, we may, but are not obligated to, delete any of Your Content. We shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by Parasol or you. Termination will not limit any of the Parasol’s other rights or remedies at law or in equity.
7.4 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to Parasol for which monetary damages would not be an adequate remedy and Parasol shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
7.5 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
7.6 Export Laws. The Services are controlled and operated from the United States. The software contained in the Services is subject to United States export controls. No software for the Services may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (a) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (b) listed on any U.S. government list of prohibited or restricted parties.
7.7 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by Parasol but may not be assigned by you without the prior express written consent of Parasol. No waiver shall be effective unless in writing. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 6, or if arbitration does not apply, then the state and federal courts located in New York County, New York.
7.8 How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at firstname.lastname@example.org.