Last Revised: [ 2018 ]
any other related content, features, materials, applications, widgets and/or services (collectively the “Services”)
offered by T.A.L.L.O.M. Foundation Inc. (“TALLOM,” “we” or “us”).
Services on behalf of a company, organization, physician network, or other entity, then (a) “you” includes you and
that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the
and (c) your entity is legally and financially responsible for your use of the Services as well as for the use of your
account by others affiliated with your entity, including any employees, agents or contractors.
describe your responsibilities, TALLOM’s liability, and the liability of third parties related to the Services. All users
of TALLOM’s Services must accept and comply with the terms and conditions set forth herein. Certain portions of
the Service may be subject to additional terms and conditions specified by us from time to time; your use of the
Service is subject to those additional terms and conditions. If you have any questions regarding these Terms of
Use, please contact us via email at firstname.lastname@example.org.
I. ABOUT THE SERVICES
1. TALLOM is a non-profit organization that works with members of the community to make an impact and
support its initiative for social change. Serving the Brownsville/East New York low-income community in Brooklyn,
New York, TALLOM seeks to provide ongoing support to at-risk youth and families with programs and services
designed to supply individuals with the resources needed to thrive in challenging situations or environments.
TALLOM hosts several events, workshops, and fundraising events to support the communities it serves. TALLOM
allows users of its Site to contact TALLOM with questions or comments, subscribe to email updates, and donate or
buy merchandise to support its mission.
● what information we may collect about you;
● what we use that information for;
● what third-party information, if any, you are agreeing to share by using the Services; and
● with whom we share that information.
II. ACCOUNT REGISTRATION
1. We may develop features through which certain portions of the Services are only available to you if you
first register an account on the Services. In that case, you will be responsible for providing and maintaining current
your accurate contact information
You will be the sole authorized user of your User Account, and are responsible for maintaining the confidentiality
of any password and account number provided by you or TALLOM for accessing the Services. You are solely and
fully responsible for all activities that occur under your password or account. TALLOM has no control over the use
of your or any user’s account and expressly disclaims any liability derived therefrom.
III. TERMS APPLICABLE TO THE SERVICES
you, a personal, nonexclusive, nontransferable, revocable, limited license (without the right to sublicense) to
access and use the Services (including updates and upgrades that replace or supplement it in any respect and
which are not distributed with a separate license, and any documentation) solely on computers and devices that
intellectual property rights of TALLOM and its affiliates and licensors and do not include any rights to other patents
or intellectual property. We reserve any and all rights not expressly granted to you pursuant to these Terms of
Use. The limited rights granted to you to access and use the Services comprise a limited license and do not
constitute the sale of any software program.
2. Use Restrictions.
(a) You agree that: (i) you will not use the Services if you are not fully able and legally competent to agree
sending or storing any unlawful material or for fraudulent purposes or to engage in any illegal, offensive, indecent
or objectionable conduct; (iv) you will not use the Services to advertise, solicit or transmit commercial
advertisements, including “spam”; (v) you will not use the Services to cause nuisance, annoyance or
inconvenience; (vi) you will not impair the proper operation of the network; (vii) you will not try to harm the
Services in any way whatsoever; (viii) you will not copy, or distribute the Services or other content without written
permission from TALLOM; (ix) you will only use the Services for your own use and will not resell it to a third party;
(x) you will keep secure and confidential your account password (if applicable) or any identification we provide you
which allows access to the Services; and (xi) you will provide us with whatever proof of identity we may reasonably
(b) You agree to protect the Services, and their proprietary content, information and other materials,
from any unauthorized access or use, and you agree that you will not use the Services or such proprietary content,
information or other materials except as expressly permitted herein or expressly authorized in writing by TALLOM.
Except as specifically permitted herein or expressly authorized in writing by TALLOM, you agree that you will not
directly or indirectly: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share
or otherwise exploit the Services in any unauthorized manner, including but not limited to by trespass or
burdening network capacity; (ii) use the Services in any service bureau arrangement; (iii) copy, reproduce, adapt,
create derivative works of, translate, localize, port or otherwise modify the Services, any updates, or any part
thereof in any form or manner or by any means; (iv) harvest or scrape any content or data from the Service, or (v)
permit any third party to engage in any of the acts described in clauses (i) through (iv).
You further understand and agree that you are not permitted to: (w) remove or alter any copyright or other
proprietary rights’ notice or restricted rights legend contained or included in the Services; (x) compile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the Services, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Services); (y) use any means to discover the source code of any portion of the Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Services.
Any attempt to do any of the foregoing is a violation of the rights of TALLOM and its licensors. If you breach these
restrictions, you may be subject to prosecution and damages. You further agree not to use the Services in any
manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and
that TALLOM is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory,
offensive or illegal messages or transmissions that you may receive as a result of using the Services.
3. User Content License Grant. As a condition of your use of the Services, you hereby grant to TALLOM a
nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to access, use,
reproduce, transmit, display, publish, distribute, modify and adapt and create derivative work from any content
that you post, upload, publish, submit or transmit to be made available through the Services (“Your Content”). By
posting or submitting Your Content through the Services, including any publicly accessible blog, comments or
community forum we may make available (collectively “Forums”), you represent and warrant (a) that you own or
otherwise control all of the rights to Your Content, including without limitation, all copyrights; (b) that Your
will not cause injury to any person or entity. We take no responsibility and assume no liability for any content or
materials submitted or posted through the Services, including in the Forums, by you or any third party. WE
RESERVE THE RIGHT TO REMOVE ANY CONTENT, MATERIAL, OR SUBMISSION THAT WE DETERMINE IN OUR SOLE
DISCRETION VIOLATES ANY LAW OR RIGHT OF ANY PERSON, INFRINGES THE RIGHTS OF ANY PERSON, OR IS
OTHERWISE INAPPROPRIATE FOR POSTING ON THE SITE OR SERVICES, INCLUDING IN THE FORUMS.
4. Your Data. For more information about how we may use and share your data and related information,
5. Third Party Services and Materials.
(a) Certain Services may display, include or make available content, data, forms, information, applications
(including payment applications) or materials from third parties (“Third Party Materials”) or provide links to certain
third party websites. By using the Services, you acknowledge and agree that TALLOM is not responsible for
examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality,
decency, quality or any other aspect of such Third Party Materials or web sites. TALLOM does not warrant or
endorse and does not assume and will not have any liability or responsibility to you or any other person for any
third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third
parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
(b) In addition, third party services and Third Party Materials that may be accessed from, displayed on or
linked to from the Services are not available in all languages or in all countries. TALLOM makes no representation
that any third party services and Third Party Materials are appropriate or available for use in any particular
location. To the extent you choose to access such services or Third Party Materials, you do so at your own initiative
and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
6. Notice of Infringement – DMCA Policy
Anyone who believes that his or her work has been reproduced in the Service in a manner which constitutes
copyright infringement may submit a notification to TALLOM’s copyright agent in accordance with 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,
if available, email 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. a 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.
If you are asserting infringement of an intellectual property right other than copyright, please specify the
intellectual property right at issue (for example, “trademark”) by notating this in your written notice. You
acknowledge that if you fail to comply with all of the requirements for a notice of infringement as specified above,
your DMCA notice may not be valid.
Notices of copyright infringement claims should be sent by mail to: TALLOM, Attn: T.A.L.L.O.M. Foundation Inc, 3
Belmont Avenue, Brooklyn, New York, 11212; or by email to email@example.com. TALLOM will respond
expeditiously to claims of copyright infringement using the Service that are reported to TALLOM’s copyright agent
in the notification explained above. It is TALLOM’s policy, in appropriate circumstances and at its discretion, to
refuse to provide its Services to users who repeatedly infringe copyrights or intellectual property rights of others.
If you believe that your User Content that was removed (or to which access was disabled) after we received a
notice of copyright infringement is not actually infringing, or that you have the authorization from the copyright
owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you
may send a counter-notice containing the following information to TALLOM’s Copyright Agent: (1) your physical or
electronic signature (with your full legal name); (2) identification of the content that has been removed or to which
access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a
statement that you have a good faith belief, under penalty of perjury, that the content was removed or disabled as
a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and email
address, and a statement that you will accept service of process from the person who provided the original
notification of the alleged infringement.
If a counter-notice is received by TALLOM’s Copyright Agent, we may send a copy of the counter-notice to the
original complaining party informing that person that we may replace the removed content or cease disabling it.
Unless the original complaining party files an action seeking a court order against the content provider, member or
user, the removed content may be replaced, or access to it restored, in ten business days or more after receipt of
the counter-notice, at TALLOM’s sole discretion.
Please understand that filing a counter-notification may lead to legal proceedings between you and the
complaining party to determine ownership. Be aware that there may be adverse legal consequences in your
country if you make a false or bad faith allegation by using this process.
Further information on the DMCA can be found in 17 U.S.C. 512 or on the United States Copyright Office website
IV. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.
1. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU
EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE
ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY
THIRD PARTY MATERIALS, THIRD PARTY SOFTWARE OR SERVICES) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS
AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TALLOM HEREBY EXPRESSLY
DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE (INCLUDING THE USE,
PERFORMANCE AND SUPPORT THEREOF), EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY,
OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT
OF THIRD PARTY RIGHTS, INTERFERENCE WITH ENJOYMENT, COMPLETENESS, INTEGRATION, FREEDOM FROM
DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF
DEALING OR USAGE OF TRADE. TALLOM DOES NOT WARRANT THAT (I) THE SERVICES WILL MEET YOUR
REQUIREMENTS, (II) OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (III) THAT
THE SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR
DEVICE, OR (IV) DEFECTS IN THE SERVICES WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY
TALLOM OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY TALLOM OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE
EXCLUSIONS MAY NOT APPLY TO YOU.
2. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL TALLOM BE LIABLE (I) 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
OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF
NEGLIGENCE OR OTHERWISE) EVEN IF TALLOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II)
FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. TALLOM’S TOTAL LIABILITY TO YOU FOR ANY
DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING
LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS FOR ITS ESSENTIAL PURPOSE.
and hold TALLOM, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors,
members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your violation
any third party; (c) any unauthorized use of the Services; or (d) your negligence or willful misconduct.
1. The Services and their content, including their “look and feel” (e.g., text, graphics, images, logos),
proprietary content, information and other materials, are protected under intellectual property, copyright,
trademark and other laws. You acknowledge and agree that TALLOM and/or its licensors own all right, title and
interest in and to the Services (including without limitation any and all patent, copyright, trade secret, trademark,
show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree
not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses
under any of TALLOM’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks or
and functionality of the Services, and all software, content, data, information and materials contained therein are
the confidential and proprietary information of TALLOM (or its licensors), and accordingly you agree to (i) maintain
the confidentiality of such information using reasonable efforts and care (but in no event less than the same
efforts and care you use to protect your own confidential and proprietary information) and not disclose such
information to any third party without the prior written consent of TALLOM, and (ii) only use such information for
the purposes of using the Services provided by TALLOM hereunder.
2. Any and all (i) suggestions for correction, change and modification to the Services and other feedback
(including but not limited to quotations of written or oral feedback), information and reports provided to TALLOM
by you (collectively “Feedback”), and all (ii) improvements, updates, modifications or enhancements, whether
made, created or developed by TALLOM or otherwise relating to the Services (collectively, “Revisions”), are and
will remain the property of TALLOM. You acknowledge and expressly agree that any contribution of Feedback or
Revisions does not and will not give or grant you any right, title or interest in the Services or in any such Feedback
or Revisions. All Feedback and Revisions become the sole and exclusive property of TALLOM and TALLOM may use
and disclose Feedback and/or Revisions 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
TALLOM any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret,
trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have
in and to any and all Feedback and Revisions. At TALLOM’s request, you will execute any document, registration or
filing required to give effect to the foregoing assignment.
VI. GENERAL PROVISIONS
immediately upon your first access to or use of the Services after the “Last Revised” date at the top of these Terms
of Use. If we make changes that are material, we may use reasonable efforts to attempt to notify you, including by
email or placing a prominent notice on the first page of the Site. However, it is your sole responsibility to review
including permission to use the Services, will terminate automatically. Additionally, TALLOM may suspend or
disable the Services (or any part of the foregoing) with or without notice, for any or no reason. If TALLOM
suspends or disables the Services for any suspected breach of these Terms by you, you are prohibited from using
the Services under a different name. In the event of suspension or disabling of the Services for any reason,
TALLOM may, but is not obligated to, delete any of Your Content. TALLOM shall not be responsible for the deletion
of (or failure to delete) Your Content. All sections which by their nature should survive the termination of these
Agreement by TALLOM or you. Termination will not limit any of TALLOM’s other rights or remedies at law or in
3. Export Laws. You agree that you will not export or re-export, directly or indirectly the Services and/or
other information or materials provided by TALLOM hereunder, to any country for which the United States or any
other relevant jurisdiction requires any export license or other governmental approval at the time of export
without first obtaining such license or approval. In particular, but without limitation, the Services may not be
exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S.
Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited
or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S.
Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that
you are not located in any such country or on any such list. You also agree that you will not use these products for
any purposes prohibited by United States law, including, without limitation, the development, design, manufacture
or production of nuclear, missiles, or chemical or biological weapons. You are responsible for and hereby agree to
comply at your sole expense with all applicable United States export laws and regulations.
4. U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items”, as
that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial
Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as
applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the
Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S.
Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end
users pursuant to the terms and conditions herein.
5. Taxes. You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or
for which monetary damages would not be an adequate remedy and TALLOM 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.
duly-authorized representatives of TALLOM. No other act, document, usage or custom will be deemed to modify or
may not be assigned by you without the prior express written consent of TALLOM. If any provision hereof is or
becomes, at any time or for any reason, unenforceable or invalid, no other provision hereof will be affected
thereby and the remaining provisions will continue with the same effect as if such unenforceable or invalid
You and TALLOM agree that the United Nations Convention on Contracts for the
and any disputes that arise from your use of the Services, and that any dispute arising out of or related to these
Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer
rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of
Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or
by telephone at (800) 952-5210.
to the matters contained herein and there are no promises, covenants or undertakings other than those expressly
set forth herein.