- Role. Through the Site, Patagonia serves as an intermediary to facilitate connections between charitable grassroots organizations who Patagonia has previously funded (“Grantees”) and individuals seeking information from them (“Participant(s)”). Each Grantee listed on the Site has received funding from Patagonia (directly or through a donor-advised fund) to help support its mission. However, Patagonia is not affiliated with any of the Grantees or directly involved in the conduct of their activities or operations. Moreover, Patagonia does not provide the information posted with respect to any particular Grantee or its activities or events. All Grantees are independent third parties. Content for each Grantee has been drafted and provided by that Grantee. Patagonia merely provides the Site as a technology platform to help facilitate donations by Participants to Grantees through Network for Good, Inc. a Delaware nonprofit and donor-advised fund (“NFG”), as described below, and further, to allow Grantees to promote their mission and purpose, and for Participants to volunteer, attend events, and learn more about Grantees. The existence of the Site is not a solicitation of donations by Patagonia, and Patagonia does not engage in any solicitation activities, or consult on the solicitation of contributions from the public, on behalf of any individual, entity, or organization. The Site will include information or tools specifying how Participants can reach out to and become more involved with Grantees. Patagonia does not participate in such further involvement. By using this Site, You understand that Patagonia shall not be responsible for the use of Your donation(s) made through the Site.
- License Grant. This Agreement provides to You a personal, revocable, limited, nonexclusive, nontransferable, and non-sublicenseable license to use the Site conditioned on Your continued compliance with these terms. You may print and download materials and information from the Site solely for Your personal use, provided that all hard copies contain all copyright and other applicable notices.
- License Grant Restrictions. This Agreement is only a license and not an assignment or sale. Patagonia transfers no ownership or intellectual property interest or title in and to the Site to You or anyone else. Further, Patagonia reserves all rights not expressly granted by this Agreement. Accordingly, You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Site (or any part thereof).
- Your General Obligations. You represent that You are at least eighteen (18) years of age (or the legal age of majority (whichever is greater)) and will, at all times, provide lawful and accurate information. In addition, You agree to abide by all applicable local, state, national, and international laws and regulations with respect to Your use of the Site. You also acknowledge and agree that use of the internet and access to the Site is solely at Your own risk. While Patagonia has endeavored to create a secure and reliable Site, You should understand that the confidentiality of any communication or material transmitted to or from the Site over the internet or other form of global communication network cannot be guaranteed.
- Charities. If You are a Grantee or an agent of such Grantee using the Site to raise funds for such Grantee, You agree that You will comply with all applicable state and provincial solicitation and/or fundraising laws, and You represent and warrant that such Grantee has and will maintain tax-exempt status under section 501(c)(3) of the Internal Revenue Code, and has authorized You to solicit funds on its behalf through the Site. If You create a page on the Site on behalf of a Grantee, You represent and warrant that You: (a) are the authorized representative of the Grantee with the authority: (i) to solicit donations for the Grantee; and (ii) to bind the Grantee to these terms, including the grant of rights for Patagonia to use Grantee’s name, logo(s) and other materials as described below; and (b) are using Your donations only as You have described on the Site. In addition, by creating a page on the Site on behalf of a Grantee, You agree that Patagonia may use Grantee’s name and logo(s), and any photographs or other content submitted by Grantee, on the Site and on Patagonia.com in connection with the Patagonia Action Works program.
- Donors; Donations. By donating money through the Site, You represent and warrant that any donation You make is legal in Your jurisdiction and that You are authorized to use the payment method You have selected. You agree and acknowledge that: (a) all donations through the Site are made as unrestricted gifts and may not be restricted to any particular purpose; (b) donations and transaction fees will be charged to the credit or debit card or other payment method You use through NFG’s payment processor (as described below), and Patagonia does not collect or store Your payment card information; (c) all donations are final and nonrefundable. When You make a donation through the Site it is at Your own risk and You acknowledge that it is Your responsibility to understand how Your money will be used. Patagonia does not warrant that donations will be used for any particular purpose and is not responsible for any misuse of donations.
- No Tax Advice. Patagonia makes no representation as to whether all or any portion of Your donation(s), including, if any, transaction fees, are tax deductible or eligible for tax credits. Patagonia will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any donation by You. You should always seek the advice of a qualified tax professional regarding the availability of a tax benefit or deduction. The Site is provided for informational purposes only and is not intended to be a substitute for tax counseling.
- Payment Processing. All donations made through the Site are currently managed by NFG. NFG, in technical terms, is a “donor-advised fund,” a 501(c)(3) organization that collects contributions from donors and distributes such contributions to 501(c)(3) organizations in good standing with the IRS as recommended by You, the donor. NFG is not a pass-through organization. All donations made through NFG are processed by its affiliate Network for Good, a New York corporation (“NFG Processor”) who is a payment processor and payment infrastructure partner, and go directly from the donor to NFG, and then, subject to NFG’s approval, to the Grantee. In order to comply with federal tax laws and Internal Revenue Service regulations, NFG exercises exclusive legal control over the donations it receives, and retains the exclusive authority and discretion to regrant the funds to other charitable organizations as it sees fit. While it is highly unlikely, it is possible that You may recommend a charity that is not in good standing with the IRS or a state regulatory agency, or that otherwise does not meet NFG’s criteria. In that event, NFG reserves the right, in its sole discretion, to select an alternate Grantee to receive Your donation, or to ask You to recommend an alternate charity. When a donation is processed through the Site, the donation will be forwarded to the Grantee of Your choice, subject to the limitations described herein, but NFG will appear on Your credit card statement. Patagonia is not a payment processor and does not hold funds donated through the Site.
- Postings. The Site may contain profiles, blogs, forums, message boards, and other interactive features and functionality where You may be able to share and post information and/or content (“Posting(s)”). By submitting a Posting, You automatically grant Patagonia a royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such Posting (in whole or in part) worldwide and/or to incorporate it into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You represent that You have all necessary rights to make the Posting available to Patagonia and warrant that You will not upload, post, display, or transmit a Posting that is unlawful, disruptive, or offensive or that contains information You deem confidential or sensitive. Patagonia is not responsible for screening, policing, editing, or monitoring Postings and encourages You to use reasonable discretion and caution in evaluating or reviewing any Posting. It is further understood that by merely permitting a Posting to appear on the Site, Patagonia has not become and is not a publisher of such Posting. Nevertheless, Patagonia reserves the right to monitor, delete, access, read, preserve, disclose or take other action with respect to any Posting (or parts thereof) that Patagonia reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v) protect the rights, property or safety of Patagonia, its customers, or the public, or that Patagonia believes in good faith violates this Agreement and/or is, or is potentially, unlawful or harmful to Patagonia, its services, or goodwill. Patagonia reserves the right to establish additional practices, parameters, and limits in its sole discretion concerning the storage, display, or availability of any Posting.
- DMCA Takedown Provision. Patagonia respects the intellectual property of others. When Patagonia becomes aware of express third-party allegations of copyright infringement in material distributed through the Site, Patagonia will investigate the allegations and take appropriate action. This responsive action can include, without limitation and particularly in the case of individuals who repeatedly infringe the copyrights of others, termination of access privileges.You acknowledge that You may be liable for damages, including attorneys’ fees and costs, if You materially misrepresent that a work or activity is infringing Your rights. If Patagonia terminates or suspends access to or use of the Site, Patagonia will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make a counter notification pursuant to applicable laws. It is Patagonia’s policy to document all notices of alleged infringement upon which Patagonia decides to take action. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public, including as a part of legal proceedings. If You believe that Your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please provide Patagonia’s copyright agent with the following information:
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the allegedly infringing material on the Site that is requested to be removed;
- Your name, address, and daytime telephone number, and an e-mail address if available, so that Patagonia may contact You, if necessary;
- A statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed, and
- An electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
Patagonia’s copyright agent for notice of claims of copyright infringement on the Site is Patagonia’s general counsel, who can be reached as follows:
Attn.: General Counsel
259 W. Santa Clara Street
Ventura, CA 93001
Counter notification, as permitted by applicable law and, in particular, the Digital Millennium Copyright Act, may be sent to Patagonia’s Copyright Agent. All counter notifications must include responsive information to what is set forth above, including any required statements or signatures.
Feedback & Submissions. Patagonia welcomes Your feedback and suggestions about Patagonia’s programs or services or with respect to how to improve the Site. By transmitting any such suggestions, information, material, or other content (collectively, “Feedback”) to Patagonia, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to Patagonia and enable Patagonia to use such Feedback. In addition, any Feedback received through the Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, nonexclusive right and license for Patagonia to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.
Links to Other Websites or Networks. The Site may contain links, in its sole discretion, to other websites or networks for Your convenience in locating or accessing related information or social media network groups created by Grantees. These websites, and especially any social media network groups, are maintained by third parties over which Patagonia exercises no control. Patagonia expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply an endorsement with respect to any third party or any website or the products or services provided by any third party. Please also note that other terms, conditions, and policies apply to other Patagonia websites.
Mobile Services. The Site may offer certain tools, handheld offerings, or services that are available to You via Your mobile phone or other mobile device (collectively, “Mobile Services”). Please note that Your mobile carrier’s normal messaging, data, and other rates and fees will apply to Your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by Your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, You are responsible for checking with Your mobile carrier to determine if the Mobile Services are available for Your mobile devices, what restrictions, if any, may be applicable to Your use of the Mobile Services, and how much they will cost You. Nevertheless, all use of the Site shall be in accordance with this Agreement.
Proprietary Rights. The Site is owned by Patagonia. Copyright 2019 © Patagonia, Inc. and/or its licensors. All rights reserved. Any downloadable or printable information or materials available through the Site, unless otherwise indicated, are owned by Patagonia and/or its licensors. PATAGONIA, the Patagonia logo, and all other names, logos, and icons identifying Patagonia, the Site, or other solutions, products, and services are proprietary trademarks of Patagonia, and any use of such marks without the express written permission of Patagonia is strictly prohibited. Other organization, business, service, or product names mentioned herein may be the trademarks and/or service marks of their respective owners.
Disclaimer. PATAGONIA DOES NOT MAKE ANY REPRESENTATION WITH RESPECT TO, NOR DOES IT ENDORSE THE ACCURACY, ACCEPTABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL DISPLAYED, UPLOADED, OR DISTRIBUTED BY YOU OR POSTED OR DISPLAYED WITH RESPECT TO ANY GRANTEE. If You use the Site to connect with a Grantee, Your correspondence and/or ensuing relationship are solely between You and the Grantee. PATAGONIA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE OR OTHER LIABILITY OF ANY SORT INCUR INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF GRANTEES. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST PATAGONIA ARISING FROM OR IN RELATION TO YOUR RELATIONSHIP WITH ANY GRANTEE INCLUDING, BUT NOT LIMITED TO 1) ANY INTERACTIONS, INCLUDING ANY DONATION(S), 2) PARTICIPATION IN ANY ACTIVITIES, OR 3) RECEIPT OF ANY SERVICES.
THE INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE ON OR THROUGH THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. PATAGONIA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. PATAGONIA ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR PARTICULAR REQUIREMENTS AND/OR NEEDS.
Limitation of Liability. YOU EXPRESSLY ABSOLVE AND RELEASE PATAGONIA FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND PATAGONIA’S CONTROL INCLUDING, BUT NOT LIMITED TO, RELIANCE ON CONTENT FROM GRANTEES OR YOUR CORRESPONDENCE, DONATION, PARTICIPATION IN EVENTS, OR ENSUING RELATIONSHIP WITH A GRANTEE. PATAGONIA SHALL ALSO NOT BE RESPONSIBLE FOR USE OF DONATIONS OR THE AMOUNT OF FUNDS RAISED FOR ANY GRANTEE’S CAMPAIGN OR EVENT. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PATAGONIA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, WITH THE DELAY OR INABILITY TO USE THIS SITE, LOSS OF DATA OR THE FAILURE TO STORE ANY INFORMATION OR FOR ANY INFORMATION AND MATERIALS AVAILABLE THROUGH THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF PATAGONIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF PATAGONIA FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE SHALL NOT EXCEED $500 (U.S.). You and Patagonia agree to only bring claims arising from this Agreement on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless You and Patagonia agree otherwise, more than one person’s or party’s claims may not be consolidated. You and Patagonia agree that relief (including monetary, injunctive, and declaratory relief) may be awarded only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
Indemnification. You agree to defend, indemnify, and hold harmless Patagonia and its affiliates, successors and assigns, and its directors, officers, employees, agents, co-branders or other partners from and against any and all allegations, claims, demands, actions, causes of action, proceedings (whether threatened or pending), orders, damages, losses, liabilities, costs and expenses, including reasonable attorneys’ fees and other legal expenses, and judgments of any kind or nature, incurred by Patagonia arising out of or relating to Your actions or omissions that constitute a violation of this Agreement.
Governing Law. This Agreement has been made in and will be construed and enforced in accordance with the laws of the State of California as applied to agreements entered into and completely performed in the State of California. You access the Site on Your own volition and are responsible for compliance with all applicable laws with respect to Your access and use of the Site. Additionally, Patagonia’s headquarters are located in the United States. Please be aware that information You provide to Patagonia, or that Patagonia obtains as a result of Your use of the Site, may be processed and transferred to the United States and be subject to United States law.
Disputes. Any dispute relating in any way to the Site shall be submitted to confidential arbitration in Ventura, California, United States of America, except that, to the extent You have in any manner violated or threatened to violate Patagonia’s intellectual property rights, Patagonia may seek injunctive or other appropriate relief in any state or federal court in the State of California, United States of America, and You consent to exclusive jurisdiction and venue in such courts. Arbitration under this Agreement shall be conducted under the rules then prevailing of JAMS/ENDISPUTE Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties specifically incorporate the terms of California Code of Civil Procedure Section 1283.05 with respect to discovery. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Enforcing Security on the Site. Patagonia wishes to keep the Site as a safe resource. You therefore may not use the Site to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including, without limitation, accessing or using Patagonia data, systems, or networks in an unauthorized manner, attempting to probe, scan, or test the vulnerability of Patagonia systems or networks, circumventing any Patagonia security or authentication measures, monitoring Patagonia data or traffic, interfering with any Patagonia services, collecting or using from the Site email addresses, screen names, or other identifiers, collecting or using from the Site information, including any Posting without the consent of the owner or licensor, using any false, misleading, or deceptive TCP/IP packet header information, using the Site to distribute software or tools that gather information, distributing advertisements, or engaging in conduct that is likely to result in retaliation against Patagonia or its data, systems, or networks. In order to maintain security, You have no reasonable expectation of privacy while using the Site because Patagonia reserves the right to view, monitor, and/or record activity on the Site, including, without limitation, by archiving notices or communications sent by You through the Site. Patagonia also reserves the right at any time when warranted to suspend or terminate operation of or access to the Site or any portion of the Site. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Site as well as to disclosures required by or under applicable law or related government agency actions. Patagonia will also comply with all court orders or subpoenas involving requests for such information. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.
Injunctive Relief. You acknowledge that any breach, threatened or actual, of this Agreement, including, without limitation, with respect to unauthorized use of Patagonia proprietary assets, will cause irreparable injury to Patagonia, such injury would not be quantifiable in monetary damages, and Patagonia would not have an adequate remedy at law. You therefore agree that Patagonia shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of this Agreement. Accordingly, You hereby waive any requirement that Patagonia post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Patagonia to enforce any provision of this Agreement.
Term & Termination. This Agreement will take effect (or retake effect) at the moment You register, respond through the Site to a request for information, and/or begin downloading, accessing, or using the Site, whichever is earliest. Patagonia reserves the right at any time and on reasonable grounds, which shall include, without limitation, discontinuation of the Site, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this Agreement, to deny Your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, and/or others, and this Agreement will also terminate automatically if You fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without prior notice. You may also terminate this Agreement at any time by ceasing to use the Site, but all applicable provisions of this Agreement will survive termination, as identified below, and each reaccess or use of the Site will reapply this Agreement (then in effect) to You. Upon termination, You must destroy all copies of any aspect of the Site in Your possession. The provisions concerning Patagonia’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of this Agreement for any reason.
Waiver & Severability. Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any subsequent default or failure of performance. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this Agreement shall continue in effect.
Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship exists between You and Patagonia as a result of this Agreement or Your utilization of the Site. This Agreement represents the entire agreement between You and Patagonia with respect to use of the Site, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Patagonia with respect to the Site. You may not assign or transfer any rights under this Agreement without the prior written consent of Patagonia. Please note that Patagonia reserves the right to change the terms and conditions of this Agreement by posting a revised Agreement or mailing and/or e-mailing notice thereof to You. In addition, Patagonia may add, modify, or delete any aspect, program, or feature of the Site, but Patagonia is not under any obligation to add any upgrade, enhancement, or modification. Your continued use of the Site following any announced change will be conclusively deemed acceptance of any change to the terms and conditions of this Agreement. Accordingly, please review this Agreement on a periodic basis.