If you are using this Site as a sponsor of volunteer opportunities (a “Sponsor”), you may have entered into a separate service agreement (or “Terms of Service”) with Axletree Media, Inc. (referred to as “Axletree Media,” “Axletree,” “We,” “Us” and “Our” herein) in which case these Terms and Conditions, including exhibits attached hereto, are part of and incorporated into those Terms of Service.

 

Sponsors, posters of volunteer opportunities (“Posters”), and users seeking volunteer opportunities (“Volunteers”) are each referred to herein as a “User” of the Site. These Terms of Use constitute a legally binding agreement between Axletree Media, Inc. and the User (also referred to as "You" and "Your") who agree as follows:

 

1.    Preliminary Statements. We provide access to the Site and Axletree Media, Inc. technology to allow for the creation of a resource center for Posters to submit requests for volunteer opportunities, for Sponsors to organize and manage selected volunteer opportunities, and for Volunteers to find and sign up for volunteer opportunities (hereinafter, the “Service”). You desire to use the Site and the Service only on the terms and conditions contained herein. You may use this Site only for lawful purposes within the stated context of Axletree's intended and acceptable use of the Site.

2.    Limitations on User. You agree to be bound by, and agree that the Service is subject to, the following limitations:

a.    You shall not upload, post, submit, e-mail or include content, or Internet links to such content, on or to the Site that contain, promote or involve any of the following:

i.    any infringement or misappropriation of any copyright, trademark, patent, trade secret or other intellectual property right, or any violation of the rights of any third party, including without limitation privacy rights and proprietary rights;

ii.    content that You do not have a right to transmit under any law or under contractual or fiduciary relationship (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

iii.    profanity, obscenity, nudity or pornography;

iv.    content that exploits or harms in any way children under 18 years of age;

v.    hate propaganda;

vi.    unlawful, libelous, defamatory, scandalous or inflammatory content;

vii.    racist, threatening, or otherwise abusive content;

viii.    any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.

ix.    mail fraud, multi-level marketing (pyramid) schemes or any other fraudulent activities;

x.    content promoted through the sending of unsolicited e-mail (also known as spamming);

xi.    sending of unsolicited e-mail (spam) from our server, or any other server that refers to content on our server, or sending such e-mail with a Axletree Media hosted website listed as the contact address;

xii.    warez, cracks, hacks, spam software & their associated utilities;

xiii.    information or other material that contains a virus, worm, time bomb, corrupted data or file or any other software or program that may damage the operation of our server or another computer;

xiv.    requests for information from visitors that would constitute a violation of any applicable federal, state, or local statute, regulation or ordinance, including without limitation, the Children's Online Privacy Protection Act of 1998.

xv.    storage of log files or other non-HTML content on the Site.

b.    You agree not to use the Service or Site to:

i.    impersonate or otherwise misrepresent Your affiliation with any other person or entity;

ii.    falsify or delete any attributions, legends, or other proprietary designations of origin or source of anything appearing on the Site or contained in a file that is uploaded to our server;

iii.    conduct, display or forward contests or chain letters;

iv.    interfere with or disrupt the Service or servers of networks connected to the Site;

v.    attempt to gain unauthorized access to the Service, other's accounts on the servers of networks connected to the Site, other's files not shared with You, or computer systems or networks connected to the Service, through password mining or any other means;

vi.    stalk or harass another individual; or

vii.    violate any applicable local, state, federal or international law or regulation.

c.    You agree that We are not responsible for content or material on provided or posted by any User (whether a Sponsor, Poster or Volunteer) and acknowledge that We do not endorse or verify any such content or material.

d.    You agree to assume full responsibility for all content associated with your use of Site, that is not provided directly by Axletree, and acknowledge that You may be held legally responsible for such. You agree that you are solely responsible for the content of any document or information you post to the Site and any consequences arising from such posting.

e.    You agree that you shall not cause or allow any third party to cause the display of Site copyright notices and attributions to be inhibited.

f.    A confidential user name and password will be assigned to You that will be required for using the Site. You agree to protect this information in confidence and only disclose it to persons trusted by You. You agree to sign out and close the Internet browser window following all use of the Site. You agree to promptly notify Us of any loss or theft of Your password or any unauthorized access to the Site using your user name and password.

3.    Notice to Officials. If We determine that law enforcement officials should be notified regarding potentially illegal content on the Site, You agree that We may provide copies of Your, information,  postings and content to the appropriate officials without notice to You. We will cooperate with all law enforcement efforts to disclose the identity of or locate persons who have posted content that is illegal or promotes illegal conduct.

4.    Policies and Guidelines. You agree to abide by all requirements, procedures, regulations, policies or guidelines, together with any amendments thereto, set out, from time to time, by Us anywhere on this site.

5.    Amendments. You agree to be bound by any amendments to these Terms of Use that are set out, from time to time, by Us anywhere on this site.

6.    Ownership.

a.    Subject to Section 9 below, Axletree Media, Inc. shall own all right, title and interest in all Axletree Media, Inc. technology associated with the Site and the Service. We assume no responsibility for the protection of any data, images or other content uploaded by You to the Site. You retain ownership of Your data and any images you uploaded to the Site. You may in no way use the Services or any information provided in connection therewith to develop a Web site with another service provider or on an individual basis.

b.    Axletree Media and its associated trademarks, logos, products and services are the property of Axletree Media, including, without limitation, the trademarks E-zekiel and HelpRoot. You agree not to display or use in any manner any of Axletree’s trademarks without our prior written permission. Any third-party trademarks appearing in connection with the Service is the property of such third-party owner. You may use material found on the Site for your personal, non-commercial, and promotional use only, as long as You comply with these Terms and Conditions. You may not use any material, images or other items from this Site or the Services for public or commercial use without the written permission of Axletree Media.

7.    License Grant. We grant You a non-transferable, non-exclusive, worldwide right and license to use, execute, display, and perform the Site and upload, post, submit, and include content on the Site, provided You do not (nor allow any third party to) (i) copy, modify, create a derivative work of or reverse engineer the basic designs, infrastructure or technology of any part of the Site or the Services, or (ii) sell, assign, sublicense, grant a security interest in or transfer in any way any right to the Site or the Services. You agree not to modify the technology and basic designs in any form. Should You do so, Axletree may terminate your access and use of the Site, in the sole discretion of Axletree Media.

8.    No Representations or Warranties. The Site and Service is offered on an "as is" basis without any representations or warranties of any kind either expressed or implied. For greater certainty and without limitation to the generality of the foregoing:

a.    We make no representations, warranties or guarantees of any kind whether written or verbal regarding the reliability of the Site provided or the Services offered;

b.    We are not responsible for any deletion, alteration, or loss of data due to network or system outages, file corruption, accidental deletion, or any other reasons;

c.    We make no representations, warranties or guarantees with regards to server reliability, speed or consistency;

d.    We make no representations, warranties or guarantees as to the accurateness or correctness of any content on the Site and We are not responsible for any errors or omissions arising from the use of such information;

e.    We may also link to or include on the Site resources and information provided by third-parties. We do not represent, warrant, or guarantee the reliability of this information nor do We recommend any of these services;

f.    We make no representations, warranties or guarantees regarding any information, documentation or forms (for example, such as example permission forms related to volunteer opportunities) that may be provided as a courtesy as a resource for Users for informational purposes only (“Resources”), and all such Resources are provided “As-Is”; without limiting the generality of the foregoing, We do not represent, warrant or guarantee the validity, enforceability, effectiveness or accuracy of any such Resources; and you agree that any use of such Resources by you is at your own risk, and you agree that prior to using such Resources, you will independently confirm the appropriateness of such Resources for your particular purposes, including, without limitation, by seeking your own legal advice;

g.    We make no representations, warranties or guarantees regarding the legitimacy, quality or safety of any volunteer opportunities posted on the Site, or regarding any Sponsors or Posters of volunteer opportunities, or regarding the qualifications, experience, or reliability of any Volunteer;

h.    Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.

9.    Limitation of Liability.

a.    YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE INTERNET GENERALLY, AND THE INFORMATION AND CONTENT YOU POST OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SITE.

b.    We are not responsible for any failures, delays, or interruptions in the delivery of any content or services contained on Our server; or losses or damages arising from the use of the content or services provided by Us.

c.    Our liability to You for actual damages for any cause whatsoever, regardless of the form of action, will be limited to a maximum of the fees paid by You to Axletree Media, if any, for the prior 12 months.

d.    IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS (COLLECTIVELY, THE "RELATED PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR DAMAGES TO YOUR COMPUTER HARDWARE, DATA, INFORMATION, MATERIALS OR BUSINESS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (1) THE SITE; (2) YOUR USE OR INABILITY TO USE THE SERVICE, (2) YOUR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICE; (3) ANY GOODS OR SERVICES ADVERTISED IN ANY WAY IN CONNECTION WITH THE SERVICE OR ANY OTHER SERVICES OR PRODUCTS PROVIDED TO YOU BY US, WHETHER IN AN ACTION UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF WE OR ANY OF OUR RELATED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

e.    Because some states/jurisdictions do not allow the exclusion or limitation or liability for consequential or incidental damages, the above limitation may not apply to You.

f.    We and Our Related Parties shall in no way be liable to You or anyone else for any loss or injury resulting from use of the Service or the Site.

g.    In no event shall We or Our Related Parties be liable for any damages, whatsoever, as a result of the notifying any official of potentially illegal content on the Site, providing copies of Your Web pages to the appropriate officials or cooperating with law enforcement efforts to identify or locate persons who have posted content that is illegal or promotes illegal conduct.

h.    In no event shall We or Our Related Parties be liable for any damages, whatsoever, as a result of the termination of these Terms of Use for any reason.

i.    Axletree assumes no responsibility for content or material posted by Users and no responsibility for the activities, omissions or other conduct of Users. The Site acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring postings or other submissions by Users. If notified by a User of a posting which allegedly does not conform to these Terms of Use, Axletree may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such posting. Axletree has no liability or responsibility to Users for performance or nonperformance of such activities. Axletree may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion.

j.    Axletree is not an employment agency or a recruiting firm, and makes no representations, warranties or guarantees regarding the effectiveness or timeliness of the Site in meeting the objectives of Users. Axletree does not guarantee that postings by Users will result in candidates being selected or positions being filled, and is not responsible for any employment, volunteer or other decisions, for whatever reason made, by any User.

k.    Axletree makes no representations or guarantees regarding the truthfulness, accuracy, completeness, timeliness or reliability of any postings or other information provided by Users, or of any other form of communication engaged in by Users. Postings may contain inaccuracies or typographical errors. You agree that any reliance on postings by Users, or on any other form of communication with Users, will be at your own risk.

10.    Indemnity. You agree to indemnify and hold Us and Our Related Parties harmless from and against, and to reimburse Us and Our Related Parties with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees and costs of investigation) of every nature whatsoever incurred by Us or Our Related Parties by reason of or arising out of or in connection with (i) Your failure to comply with or Your breach of these Terms of Use; (ii) Your infringement of any copyright, trademark, patent, trade secret or any other intellectual propriety right of any third party; (iii) any content posted by You on the Site; (iv) Your violation of any applicable law or regulation; (v) any third party claim arising from any volunteer opportunity, including, without limitation, any such claims related to any costs, expenses, damages (whether damage to person, property, or otherwise) or any other loss that may be incurred by a participant (whether a Sponsor, Poster, Volunteer or other participant) in the volunteer opportunity).

11.    Termination.

a.    We may discontinue Your ability to access or use the Service at any time without notice to You in any of the following circumstances:

i.    You violate any term of these Terms of Use, any municipal, provincial or federal law or regulation, or any policy or guideline set out, from time to time, by Us anywhere on this site, including, without limitation, the infringement of the intellectual property rights of others;

ii.    You engage in conduct or post material on the Site that We in Our sole discretion believe is harmful to other Users, the business of Axletree Media or any third party;

iii.    You dispute the terms of these Terms of Use or any amendment set out, from time to time, by Us anywhere on this site.

b.    Following termination of these Terms of Use, for any reason, You agree not to use the Service or the Site in any manner or for any reason.

 

12.    Digital Millennium Copyright Act

 

A. If you are a copyright owner or an agent thereof and believe that any posting or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail), and Axletree agrees to remove infringing content in accordance with the terms of the DMCA:

 

•    A physical or electronic signature of a 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 at a single online site are covered by a single notification, a representative list of such works at that site;

•    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 the service provider to locate the material;

•    Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

•    A statement that you have 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 you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

Axletree's designated Copyright Agent to receive notifications of claimed infringement is: Attn: HelpRoot.com DMCA Infringement Notification; Axletree Media, Inc.; P.O. box 11328, Montgomery, Alabama 36111; Fax: 334-613-9706; Email: videoadmin@axletreemedia.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to customer service through support@helproot.com. You acknowledge that if you fail to comply with all of the requirements of this provision, your DMCA notice may not be valid.

 

B. Counter-Notice. If you believe that your posting or other content that was removed (or to which access was disabled) is not 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 posting, you may send a counter-notice containing the following information to the Copyright Agent:

 

•    Your physical or electronic signature;

•    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;

•    A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

•    Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Shelby County, Alabama if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

 

If a counter-notice is received by the Copyright Agent, Axletree may (but has no obligation to) send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may in Axletree’s sole discretion be replaced, or access to it restored.

 

13.    General.

 

a.    Consent to Breach Not Waived. No term or provision of these Terms of Use is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party that is claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.

b.    Governing Law. These Terms of Use shall be construed and governed in accordance with the laws of the State of Alabama and We and You consent and agree that all legal proceedings relating to the subject matter of these Terms of Use shall be maintained in courts sitting within the State of Alabama, County of Shelby, and further agree that jurisdiction and venue for such proceedings shall lie exclusively with such courts.

c.    Severability. If any provision of these Terms of Use is held to be invalid, illegal or unenforceable, all other provisions will nevertheless continue in full force and effect.

d.    Entire Agreement. These Terms of Use, together with all policies, guidelines and amendments set out, from time to time, by Us anywhere on this site, constitutes the entire agreement between the parties with respect to the subject matter of these Terms of Use and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever, whether oral or written.

e.    Survival. Any terms and conditions of these Terms of Use which by their nature extend beyond the term or expiry of these Terms of Use shall survive the termination or expiry of these Terms of Use.

f.    Headings. The headings and captions used in these Terms of Use are inserted only as a matter of convenience and for reference and in no way are to be construed as defining, limiting, or describing the scope or intent of these Terms of Use.

g.    Remedies Cumulative. Unless otherwise set out in these Terms of Use, the rights and remedies granted to each party under these Terms of Use are cumulative and are in addition to each party's rights provided by law or otherwise. Each party may exercise its rights concurrently or separately and the exercise of one remedy is not deemed an exclusive election of that remedy or preclude the exercise of any other remedy.

h.    Counterparts or Electronic Acceptance. These Terms of Use may be accepted by Your use of the Site, by your assent through electronic means or may be executed in counterparts, each of which is deemed to be an original and all of which together are deemed to be one and the same instrument.

 

Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY AS USE OF THE HELPROOT.COM Web site (THE “Web site” OR “SITE”) CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE THE Web site.