Agreement To Terms
By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
Changes To Terms Or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. Your continued use of the Services after we have posted modified Terms on the Site indicates to us that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
ARBITRATION NOTICE:UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION “SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND Ushahidi WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Who May Use The Services
You may use the Services only if you are 18 years or older, capable of forming a binding contract with Ushahidi, and are not barred from using the Services under applicable law.
Registration and Your Information
If you want to use certain features of the Services you will have to create an account (“Account”). Depending on the Services, you can do this via the Sites, Apps, or through your account with certain third-party social networking services (“SNS”) such as Facebook or Twitter (each, an “SNS Account”). If you choose the SNS Account option we will create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access. When you create an Account, you may be asked to choose a user name and password. You may not use a user name that is used by someone else, is confusing or misleading, impersonates someone else (or attempts to do so) or otherwise violates these Terms. We reserve the right to reclaim any user name that violates these Terms.
It is important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you do not, we might have to suspend or terminate your Account. You agree that you will not disclose your Account password to anyone and you will notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.
Primary Account Holders And End Users
An Account for one of our Services may allow you to create a network, directory or survey (depending on the particular Service) by which other people can communicate or share information with you or each other (a “Primary Account”). In such a case, the network, directory or survey creator would be the “Primary Account Holder” and those interacting with our Services through a Primary Account the respective “End Users.”
Our Services provide flexibility and adaptability for many circumstances. Because of the customizable nature of the Services, Primary Account Holders (not Ushahidi) are responsible for:
- All of the actions taken (including posts and communications) by an End User on the Services;
- What information is collected from End Users;
- Maintenance of End User Accounts and resetting passwords (as applicable, depending on the specific Services);
If you are a Primary Account Holder, you will indemnify us for the actions of your End Users in accordance with the Indemnity section below.
This section may not apply if you have entered into a separate enterprise agreement with Ushahidi that includes different payment terms. We may charge you fees for the use of certain features or aspects of our Services (the “Premium Services”). Such fees will be set forth on our Sites. Fees for the Premium Services are subject to change at any time. You agree that we may charge the fees for such Premium Services to your payment account and that you will pay the applicable fees assessed to your Account. For subscription-based services, we will charge your account the monthly fee at the beginning of your subscription and on a monthly basis thereafter until you cancel. You must cancel your subscription before it renews each month to avoid the billing of the next month’s fees to your account. You will not receive a refund for any partial month cancellation. If you purchase an annual membership, you agree to pay the annual fee at the beginning of the subscription term. Annual membership fees are nonrefundable once paid. Unless you notify us before a charge that you want to cancel or do not want to auto renew, you understand your membership will automatically continue and you authorize us (without notice to you, unless required by applicable law) to collect the then-applicable membership fee from your Account.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback through the “Contact Us” links or emails provided on our Sites. For general feedback on any of our Services, you can also use firstname.lastname@example.org. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Furthering Our Mission
Ushahidi’s “Mission” is to help disadvantaged communities raise their voice and those who serve them to respond better. We accomplish our mission by building crowdsourcing tools to facilitate data collection, management and response. While our Services are highly customizable such that they may be used for other undertakings, your use of our Services must be in furtherance of our Mission, unless Ushahidi has expressly agreed otherwise in writing.
Content And Content Rights
For purposes of these Terms: (i) “Content” means any information, content (including without limitation, text, images, video, maps, etc.), or material that is posted, submitted to or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) and those submitting Content to or through your Account (including End Users if you are a Primary Account Holder) provide to be made available through the Services. Content includes without limitation User Content. For the avoidance of doubt, if you are a Primary Account Holder, “your User Content” also refers to the User Content of your End Users.
You may only submit Content that is relevant to our Mission and the particular Service utilized. We will determine what is unacceptable Content on a case-by-case basis, in our sole and absolute discretion. We reserve the right to change these standards at any time. We also reserve the right, at any time and without prior notice, to remove or disable access to any Content, that we consider, in our sole discretion, to be in violation of these Terms or otherwise harmful to the Services.
Content Ownership, Responsibility And Removal
Ushahidi does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Ushahidi and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You
By making any User Content available through the Services (and, if you are a Primary Account Holder, by allowing your End Users to make User Content available through the Services), you hereby grant to Ushahidi a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Ushahidi on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content Granted by Ushahidi
Subject to your compliance with these Terms, Ushahidi grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services.
Rights And Terms For Apps
Rights in Apps Granted by Ushahidi
Subject to your compliance with these Terms, Ushahidi grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install copies of the Apps on a mobile device or computer that you own or control and to run such copies solely in connection with your permitted use of the Services. You may not copy the Apps, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Apps; (ii) distribute, transfer, sublicense, lease, lend or rent the Apps to any third party; (iii) reverse engineer, decompile or disassemble the Apps; or (iv) make the functionality of the Apps available to multiple users through any means. Ushahidi reserves all rights in and to the Apps not expressly granted to you under these Terms.
General Prohibitions And Ushahidi’S Enforcement Rights
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Services or any individual element within the Services, Ushahidi’s name, any Ushahidi trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, in ways inconsistent with Ushahidi’s Mission;
- Access, tamper with, or use non-public areas of the Services, Ushahidi’s computer systems, or the technical delivery systems of Ushahidi’s providers;
- Attempt to probe, scan or test the vulnerability of any Ushahidi system or network or breach any security or authentication measures, except when explicitly requested to do so by Ushahidi for security testing purposes;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Ushahidi or any of Ushahidi’s providers or any other third party (including another user) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Ushahidi or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation (including through the posting of User Content);
- Use any meta tags or other hidden text or metadata utilizing a Ushahidi trademark, logo URL or product name without Ushahidi’s express written consent;
- Use the Services or Content, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Impersonate or misrepresent your affiliation with any person or entity, except that you can anonymize your identity for your personal safety;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Ushahidi respects copyright law and expects its users to do the same. It is Ushahidi’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Ushahidi’s Copyright and IP Policy at www.ushahidi.com/copyright, for further information.
Links To Third Party Websites Or Resources
The Services and App may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We reserve the right to suspend, restrict access to, or terminate your Account, or delete any content posted through your Account, including but not limited to maps, contact lists, databases, and any associated data or metadata, all at our sole discretion, at any time and without notice to you, if you violate or breach any provision of these Terms (or have acted in a manner which shows that you do not intend to, or are unable to comply with the provisions of these Terms). You may cancel your Account at any time by deleting it or by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions will survive: Content Ownership, Responsibility and Removal (except for Rights in Content Granted by Ushahidi); Warranty Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
You will indemnify and hold harmless Ushahidi and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, (iii) your violation of these Terms, or (iv) if you are a Primary Account Holder, any actions taken by End Users on our Services in violation of these Terms, including the posting and making available of User Content.
Limitation Of Liability
AS BETWEEN YOU AND USHAHIDI, USHAHIDI SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT USHAHIDI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL USHAHIDI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED (I) THE AMOUNTS YOU HAVE PAID TO USHAHIDI FOR USE OF THE SERVICES OR CONTENT IN THE PAST TWELVE (12) MONTHS OR (II) ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO USHAHIDI, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN USHAHIDI AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Ushahidi agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Ushahidi with written notice of your desire to do so by email at firstname.lastname@example.org or regular mail at Ushahidi 12472 Lake Underhill Road No. 330 Orlando FL 32828 United States within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Ushahidi with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Ushahidi with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Ushahidi with an Arbitration Opt-out Notice, you acknowledge and agree that you and Ushahidi are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Ushahidi otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a Demand for Arbitration form available at https://www.adr.org/aaa/faces/rules/formsearch/conform.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Ushahidi otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Ushahidi submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Ushahidi will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Ushahidi will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Changes to the Terms or Services” section above, if Ushahidi changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Ushahidi’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Ushahidi in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Ushahidi and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ushahidi and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Ushahidi’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Ushahidi may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Ushahidi under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Ushahidi’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ushahidi. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Ushahidi at firstname.lastname@example.org