TERMS OF USE

***These Terms of Use Were Modified on 12/30/10***

Thank you for visiting www.mcf.org (this “Site”). This Site is owned and operated by Minnesota Council on Foundations (“MCF,” “we,” “our,” “us”). Your access to and use of this Site is subject to the following terms of use (“Terms of Use”) and all applicable laws.

Effective Date

These Terms of Use are effective as of 12/30/10.

Your Acceptance of These Terms of Use

By accessing and using this Site you are agreeing to comply with and be bound by these Terms of Use.  If you do not agree to these Terms of Use, you may not access or use this Site.

Questions Concerning These Terms of Use

If you have questions regarding these Terms of Use, please e-mail us, call us at 612.338.1989, or send a letter to:

100 Portland Ave. S., Suite 225
Minneapolis, MN 55401-2575

These Terms of Use May Change

We reserve the right to update or modify these Terms of Use at any time, without prior notice, by posting the revised version of these Terms of Use behind the link marked “Terms of Use” at the bottom of each page of this Site. Your continued use of this Site after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use.

For your convenience, whenever these Terms of Use are changed, we will alert you by posting a notice on our home page for sixty days. We will also update the “effective date” at the top of this page. If more than sixty days goes by between your visits to this Site, be sure you check the effective date to see if these Terms of Use have been revised since your last visit.

You may access the current version of these Terms of Use at any time by clicking the link marked “Terms of Use” at the bottom of each page of this Site.

Your Acceptance of Our Privacy Policy

By agreeing to these Terms of Use, you agree to the terms of our Privacy Policy, which is expressly incorporated herein. Before using this Site, please carefully review our Privacy Policy. All personal data provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy.

Additional Terms May Apply to You

We may also require you to follow additional rules, guidelines or other conditions to sign up to use various special features or password-protected areas of this Site, to participate in certain promotions or activities available through this Site, or for other reasons. In such cases, you may be asked to expressly consent to these additional terms, for example, by checking a box or clicking on a button marked “I agree.” This type of agreement is known as a “click-through” agreement. If any of the terms of a click-through agreement are different than the terms of these Terms of Use, the terms of the click-through agreement will supplement or amend these Terms of Use, but only with respect to the matters governed by the “click-through agreement.”

Ownership of this Site and its Content

This Site, including all of the software and code comprising or used to operate this Site, and all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this Site, including without limitation content submitted by users of this Site (collectively “Content”) are protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. All Content and intellectual property rights therein are the property of MCF or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws.

The presence of any Content on this Site does not constitute a waiver of any right in such Content. You do not acquire ownership rights to any such Content viewed through this Site. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.

Permission is hereby granted to the extent necessary to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis and for your personal, educational, noncommercial use only, provided that you (i) do not modify the Content; (ii) you retain any and all copyright and other proprietary notices contained in the Content; and (iii) you do not copy or post the Content on any network computer or broadcast the Content in any media.

Responsibility for User Generated Content Posted on this Site

In these Terms of Use, “User Generated Content” refers to all of the text, photographs, images, illustrations, graphics, sounds, video, audio-video clips, and other content you post on or through this Site using the social networking tools we make available to individuals who have acquired a username and password for this Site. One way that User Generated Content differs from other information you provide to us is that, once submitted, User Generated Content is made available instantaneously on this Site.

You are responsible for User Generated Content you post on this Site. You are solely responsible for the User Generated Content that you post on this Site. Under no circumstances will we be liable in any way for any User Generated Content posted to this Site. Such User Generated Content may be posted on or accessed through this Site in our sole discretion.

This means that you, not MCF, are entirely responsible for all User Generated Content that you upload, post, transmit or otherwise make available to others using this Site and that you can be held personally liable for comments that are defamatory, obscene, or libelous, or that violate these Terms of Use, an obligation of confidentiality, or the rights of others.  If any part of the User Generated Content you submit is not your original work, it is your responsibility to obtain any necessary permissions before you post that User Generated Content on this Site.

Because we do not control the User Generated Content posted on this Site, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of that User Generated Content. You also agree and understand that by accessing this Site, you may encounter User Generated Content that you consider to be objectionable. We have no responsibility for any User Generated Content, including without limitation any errors or omissions therein. We are not liable for any loss or damage of any kind you claim was incurred as a result of the use of any User Generated Content posted, e-mailed, transmitted or otherwise made available on this Site. The communications posted on this Site express the personal opinions of the individuals who posted them and do not necessarily reflect the views of MCF or any person or entity associated with MCF.

You own User Generated Content you submit, but we may use it. Unless you have assigned User Generated Content to us in a separate written agreement, you own the copyright in any original work you post on or through this Site. We do not claim any copyrights in User Generated Content created and posted by individual visitors to this Site, unless we have entered into an assignment agreement related to the User Generated Content. However, by uploading, posting, transmitting or otherwise making any User Generated Content available on or through this Site, you are granting us and our subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain repurpose, and commercialize that User Generated Content in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same.  For this reason, we ask that you not send us any User Generated Content that you do not wish to license to us, including any confidential information or product ideas. Please see our Privacy Policy for a description of how we may use certain types of User Generated Content that you post on this Site.

We may disclose and/or remove User Generated Content. We reserve certain rights.  We reserve the right (but do not have the obligation) to monitor all User Generated Content.  We reserve the right to require that you avoid certain subjects, if we believe that doing so will help ensure compliance with applicable laws.  We reserve the right (but do not assume the obligation) to remove any User Generated Content at any time without notice at our sole and absolute discretion.  We reserve the right to disclose any User Generated Content and the identity of the user who posted or transmitted that User Generated Content in response to a subpoena or whenever we believe that disclosure is appropriate to comply with the law or a court order, to prevent or investigate a possible crime or other violation of law, to protect our rights or the rights of others, or to enforce these Terms of Use. In addition, we reserve the right (but do not assume the obligation) to terminate your access to and use of this Site, or to censor, edit or block your transmissions thereto in our sole discretion. You agree that our exercise of such discretion shall not render us the owner of the User Generated Content, and the user who made such User Generated Content available on this Site will retain ownership thereof as described above.

Restrictions on User Generated Content. It is a condition of these Terms of Use that you do not:

  • upload, post, transmit or otherwise make available
    • any User Generated Content that is unlawful, harmful, hateful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another’s privacy;
    • any User Generated Content that constitutes or promotes any illegal activity, including, without limitation, any User Generated Content constituting or encouraging conduct that would be a criminal offense, give rise to civil liability or otherwise violate any local, state, national or foreign law;
    • any User Generated Content that is false, misleading, or fraudulent;
    • any User Generated Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    • any User Generated Content that violates or infringes upon the rights of others, including User Generated Content which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;
    • any User Generated Content that contains the image, name or likeness of anyone other than yourself, unless (i) that person is at least eighteen years old and you have first obtained his/her express permission or (ii) that person is under  eighteen years old but you are his/her parent or legal guardian;
    • any request for or solicitation of any personal or private information from any individual;
    • any request for or solicitation of money, goods, or services for private gain;
    • any material that 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
    • any User Generated Content that contains advertising, promotions or marketing, or which otherwise has a commercial purpose.
  • impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or
  • violate any local, state, national or international law, rule or regulation.

By posting User Generated Content to this Site, you represent and warrant that (i) you own or otherwise control all of the rights to the User Generated Content  you post and have the right to grant the license set forth in these Terms of Use; (ii) the User Generated Content you post is accurate, and (iii) you are at least eighteen years old and you have read and understood—and your User Generated Content fully complies with—these Terms of Use and applicable laws and will not cause injury to any person or entity.

Remember, you are legally responsible for your User Generated Content.  You can be held personally liable if your User Generated Content is defamatory, obscene, or libelous, violates an obligation of confidentiality, or violates the rights of others.  You are also legally responsible for any User Generated Content submitted by anyone logging onto this Site using your username and password, including those doing so without your authorization.

Sample Materials Posted on this Site

This Site provides access to sample materials such as HR resources and grant management resources (“Sample Materials”). These Sample Materials have been provided for educational and guidance purposes only. They are not standard or model forms and should not be used as such. Because the Sample Materials have been drafted to meet the unique program needs of specific organizations, the actual content of a particular document may not be appropriate in your situation. Therefore, while Sample Materials may serve as an excellent starting point for drafting or revising similar documents, independent judgment and, where appropriate, the advice of competent professional is strongly recommended. Indeed, this Site is not intended to provide specific commercial, financial, investment, accounting, tax, or legal advice.

Your Feedback

In these Terms of Use, “Feedback” refers to content you post on or through this Site that is specifically about how we can improve this Site and the information and services we make available through this Site (collectively, “Feedback”). Feedback is not instantaneously available to other registered members of this Site or the general public and therefore is not considered User Generated Content under these Terms of Use.

Although we do not claim ownership of User Generated Content you post on or through this Site, the Feedback you provide to us through this Site will be and remain our exclusive property.  Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback.  We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way.  For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

Removal of Content

In general. If you believe Content on this Site violates your rights and want us to remove it, please e-mail us or call us at 612.388.1989. While we do not have any obligation to remove Content merely because of a removal request, we will review all such requests and will remove Content that we determine should be removed, in our sole discretion and in accordance with our Terms of Use, Privacy Policy, and applicable law.

Violation of copyrights. We do not knowingly violate or permit others to violate the copyrights of others.  We will promptly remove or disable access to material that we know is infringing or if we become aware of circumstances from which infringing activity is apparent.

If you are requesting removal of Content because of a violation of your copyrights, please note that the Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your own work, or the work of a third party for which you are authorized to act, is featured on this Site or has been otherwise copied and made available on this Site in a manner that constitutes copyright infringement, please notify our Copyright Agent immediately.  Your notice must be in writing and must include:

  • an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest;
  • a description of the copyrighted work that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on this Site (including the URL, title and/or item number if applicable, or other identifying characteristics);
  • your name, address, telephone number, and e-mail address, and, if you are not the owner of the copyright, the name of the owner; and
  • a written statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Your statement may be e-mailed to the webmaster or mailed to the following address:

Attn: Copyright Agent
Minnesota Council on Foundations
100 Portland Ave. S., Suite 225
Minneapolis, MN 55401-2575

Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident.

Trademarks

The MCF names and logos, all product and service names, all page headers, all custom graphics, all button icons, and all trademarks, service marks and logos appearing on this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of MCF (the “MCF Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated on this Site are the property of their respective owners. You are not authorized to display or use the MCF Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured on this Site without the prior written permission of such owners. The use or misuse of the MCF Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited. In particular, you may not use any trademark displayed on this Site as a “hot” link without the prior written approval of the trademark owner.

Your Obligations

In consideration of your use of this Site, you agree to provide true, accurate, current and complete information about yourself.

If you have a profile, that profile, as well as your username and password, are personal to you and may not be used by anyone else. You are responsible for maintaining the confidentiality of your password and username and are fully responsible for all activities that occur under your password or username by you or by anyone else using your username and password, whether or not authorized by you. You agree to change your password immediately if you believe your password may have been compromised or used without authorization. You also agree to immediately inform us of any apparent breaches of security such as loss, theft or unauthorized disclosure or use of your username or password by e-mailing us at info@mcf.org. Until we are so notified you will remain liable for any unauthorized use of your account.

You agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited. We reserve all rights and remedies available to us.

You agree to indemnify, release and hold us harmless as well as our officers, directors, agents, representatives and employees from any claim, liability, loss, expense or demand, including legal fees, related to your violation of these Terms of Use or your access or use of this Site (including any information, materials, products or services available through this Site).

DISCLAIMERS

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT. THIS SITE AND ALL OF ITS CONTENT (INCLUDING USER GENERATED CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND.  TO THE FULLEST EXTENT PERMITTED BY LAW, MCF, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY LESSONS, COURSES, PROGRAMS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THIS SITE.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MCF, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OR OTHER INFORMATION ON THIS SITE, OR TO ANY SITES WITH WHICH IT IS LINKED, IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.

WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT APPEARING ON THIS SITE. WE DO NOT ENDORSE ANY OPINION, ADVICE, COMMENT, OR STATEMENT MADE ON THIS SITE BY USERS OF THIS SITE. USER GENERATED CONTENT DOES NOT IN ANY WAY REFLECT THE OPINION, ADVICE, OR STATEMENT OF MCF. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

WE ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY USER GENERATED CONTENT. ALTHOUGH WE INCLUDE STRICT PROVISIONS REGARDING USER GENERATED CONTENT IN THESE TERMS OF USE, WE DO NOT CONTROL AND ARE NOT RESPONSIBLE FOR WHAT USERS POST ON OR THROUGH THIS SITE AND ARE NOT RESPONSIBLE FOR ANY OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL, INFRINGING OR OTHERWISE OBJECTIONABLE OR ILLEGAL USER GENERATED CONTENT YOU MAY ENCOUNTER ON THIS SITE OR IN CONNECTION WITH YOUR USE OF THIS SITE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR ANY WEB SITE WITH WHICH IT IS LINKED, OR ANY MERCHANDISE AVAILABLE ON THIS SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.

IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN DOLLARS ($10.00).

These Terms of Use give you specific legal rights and you may also have other rights that vary from country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.

Links to Sites Operated by Third Parties

This Site may provide links to other Web sites operated by third parties. Because we have no control over third-party Web sites, we are not responsible for the availability of those Web sites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such Web sites. MCF shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such Web sites. This Policy does not apply to your use of third-party Web sites; your use of such Web sites is subject to the terms and policies of the owner of such Web sites.

Modification and Discontinuation

We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any portion thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.

Interpretation

As used in these Terms of Use, the term “including” means “including, but not limited to.”

Waiver

Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right.  All waivers must be in writing.  Unless the written waiver contains an express statement to the contrary, no waiver by MCF of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Use.

Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use will remain in full force and effect.

Governing Law, Jurisdiction and Venue

MCF’s headquarters are located in Minneapolis, Minnesota.  These Terms of Use will be governed under the laws of the State of Minnesota without regard to its conflicts of law provisions.  All actions or proceedings arising out of or relating to these Terms of Use will be venued exclusively in state or federal court in Hennepin County, Minnesota.  You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes. However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of his agreement is taking place or originating.

Entire Agreement

These Terms of Use (together with our Privacy Policy and any click-through agreement to which you may be subject) contain the entire understanding and agreement between you and MCF with respect to this Site and supersede all previous communications, negotiations and agreements, whether oral, written, or electronic, between you and MCF with respect to this Site and your use of this Site.

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