ioby

Special Provisions for Projects

Thank you for your interest in submitting an application for an ioby.org Project. By clicking the “Submit” button during the process to send ioby your application, the following additional Application Agreement terms of the UA apply:
 
Project Representations
 
By submitting a Project application ("the application"), you promise that:
  1. The activity you propose is legal, all information you provide to ioby is accurate, and you will promptly update such information to keep it accurate;
  2. You have full rights to any ideas, descriptions and materials you submit to ioby, and that you (and not ioby) are solely responsible for such submission, including its legality and appropriateness, and that all such materials are your original creations and use by ioby will not infringe on any rights of any third party.
 
Project Responsibilities
 
You will be responsible for the use and maintenance of the confidentiality of your username and password (which you will receive upon completing the process of registering) for access to Project-restricted portions of the Sites, and shall not share your username and password with anyone else. You agree not to use the account, username, or password of another Donor or Project at any time or to disclose your password to anyone else. You agree to exit from your account at the end of each session and to immediately notify ioby of any unauthorized use of your password or account. You are solely responsible for any and all use of your account and for any actions that take place using your account.
 
In addition to the rights of ioby described elsewhere in this UA, you agree that descriptions of the proposed activity, photographs and thank-you notes, and other materials you may send ioby regarding your project are solely for personal, non-commercial use and may not be distributed, displayed or copied in any way by Donors or Volunteers. You agree not to provide any personal information that will identify those persons involved in your project as members of your organization or as Volunteers, with the exception of the designated contact person. Recognizing the critical importance of these restrictions in protecting the rights and privacy of the participants in ioby Projects, you agree that any breach by you of any of these restrictions may cause ioby and others to suffer irreparable loss, damage and harm in an amount not easily ascertained, and therefore agree that ioby may immediately seek an injunction against you to stop your distribution, display, or copying of any such materials and you waive any objection to the scope or venue of such an action.
 
From time to time, ioby or a third party on ioby's behalf may send you emails regarding important information regarding your use of the Sites. Even if the electronic communication system that sends such emails to your account contains an "opt-out" feature, you acknowledge and agree that it is your responsibility to be aware of the information contained in these emails.
 
Rights You Grant to ioby
 
While you retain ownership in the works you create including application submissions, photos, videos, reports, etc., as to all information or materials created by you and submitted to ioby or posted on ioby.org through the Sites and all materials (except for the photographs) which you send to ioby or post in ioby.org after the completion of the project, you hereby grant to ioby a perpetual, irrevocable, worldwide, non-exclusive, fully paid and fully sublicensable license to use the submission and project materials, and portions thereof, in furtherance of ioby's purposes and activities and to promote ioby and its programs, in any medium, and ioby may copy, publish, display, create derivative works and make other uses of the submission and project materials (in whole or in part) and license others to do the same, for ioby's purposes, whether or not your proposal is funded.
 
ioby reserves the right to exclude any Projects from use of the Sites, in ioby's sole discretion.
 
Your Responsibilities When Submitting Your Application for ioby Approval
 
By submitting an application to ioby, you agree and consent to the following terms and conditions as set forth in this Application Agreement:
  1. You represent and warrant that all information you have provided in your application, including information about yourself and your proposed project (the “project”), is true as of the date that you submit this application.  
  2. We will review your application in a timely fashion—usually within 2 (two) weeks. If your application is approved, we will notify you immediately and your project will be posted on ioby.org. If your application is not approved, we will notify you and may, if appropriate and in ioby’s sole discretion, communicate suggestions to improve your project. Applications are evaluated and approved at ioby’s sole discretion.
  3. If your application is approved and your project is posted on ioby.org:
    1. Your project will have a funding window of 7 (seven) months to receive donations, beginning on the date that your project is posted on ioby.org (the “funding period”).
    2. To the extent your project does not receive full funding of its ioby-approved budget by the end of the funding period, any donations to your project will be forfeited. Such donations will be returned to the respective donor(s) in the form of a credit (the “e-Gift Certificate”) to fund an alternate project, which credit is subject to terms and conditions that ioby establishes from time to time in its sole discretion.
    3. To the extent your project does not receive full funding of its ioby-approved budget by the end of the funding period, your project will be removed from ioby.org at the end of the funding period.  A new application must be submitted, and ioby review and approval must be obtained, if you would like to have your project reposted on ioby.org.  Should you choose to submit an application again, we encourage you to modify the project.
  4. If your project is fully funded:
    1. In order to have any donated funds disbursed to you for your project, you must sign our “Project Agreement,” a legal contract which explains our procedures for funded projects and states that you understand that ioby.org can withhold or retract funds if we believe they are being misused.
    2. You must use any funds disbursed to you to complete your project as described in your application.
      1. Project groups which have a sufficient budget will be asked to make the purchases and, when the project is complete, submit a reimbursement invoice to ioby.  
      2. Project groups that are unable to purchase materials upfront will be required to contact ioby.org staff so that we might arrange for distributions of your funding or arrange for vendors of your required materials and/or services to invoice ioby.org directly.
    3. All groups must keep records and receipts of how funding from ioby was used and submit these to ioby along with a final report of expenses.
    4. You must maintain your project profile’s blog on ioby.org (we are happy to help you with this if you need it). As you work on your project, take notes, pictures, and/or video to record the process. Then upload these to your project profile’s blog on ioby.org. This allows other project groups to learn from your hard work and it allows donors and/or volunteers to follow along with the progress of your project.
    5. You must make a good faith effort to communicate with other users, donors and projects which interact with your profile, in furtherance of supporting and growing the ioby.org community.
    6. You must write thank-you notes or letters to the donor(s) who made your project possible within 30 calendar days of completing your project and send the notes or letters to ioby.
    7. You must fill out our ioby project survey so that we can continue to improve our process.
 
This Application Agreement shall be governed by and constructed in accordance with the laws of the State of New York.  Waiver of a breach of any provision of this Application Agreement shall not be deemed to be a waiver of any other provision or a modification of this Application Agreement.  This Application Agreement may be modified only by both of us and in writing.  If this Application Agreement contains any unlawful provision not an essential part of the Application Agreement, such provision shall be deemed of no effect and shall, upon notice by either party, be deemed stricken from the Application Agreement without affecting the binding force of the remainder.  This Application Agreement contains all the terms agreed upon by us, and no other agreement, oral or otherwise, regarding the subject matter of this Application Agreement shall be deemed to exist or to bind any of us, or to vary any of the terms contained herein. 
 
[End of Application Agreement]
 
Your Responsibilities Should Your Proposal Be Funded (Form of Project Agreement)
 
In order to have any donated funds disbursed to you for your Project, you must sign a “Project Agreement,” a legal contract which explains our procedures for funded projects. Our form of Project Agreement, which is subject to change in ioby's sole discretion, follows:
 
In order to admit you as an active project group and to explain your obligations, we have prepared this Project Agreement for your review and signature.  To indicate your assent to the terms of this Project Agreement, please sign and date both copies of this agreement.  Keep one copy for your records and return one copy to ioby.  Please note that your project will not receive any funding from ioby until we have received your signed Project Agreement.
 
Distribution of Donations Collected on ioby.org.  
We are not committing or guaranteeing to provide you the funds that you will need to execute your project.  We only commit, subject to the terms of this Project Agreement and applicable law, to distribute funds collected on ioby.org that a donor(s) has expressly directed to your project.  Any such distribution of funds will occur on a schedule determined by ioby.
 
Obligations of Project Host.  
As a participant in our program and this Project Agreement, you hereby:
  • Represent and warrant that all information you have provided in your application, which is attached hereto, including information about yourself and your proposed project, is true as of the date that you execute this agreement (please make any corrections or note changes in this information on the attached application); 
  • Agree to use donated funds only for the purpose of the proposed project;
  • Agree to complete the project as described in your application and to update us of any major changes or obstacles (including lack of funding) that may necessitate you to alter or deviate from your plan; 
  • Agree to make regular periodic updates, including photos, videos and written descriptions relating to your project, to your project profile on ioby.org (using the tools available to you on the website) on a [weekly/monthly] basis;
  • Agree to make a good faith effort to communicate with other users, donors and projects which interact with your profile, in furtherance of supporting and growing the ioby.org community;
  • Agree to write thank-you notes or letters to the donor(s) who made your project possible within 30 calendar days of completing your project and send the notes or letters to ioby;
  • Agree to deliver a final written report to us that provides an accounting (including all receipts) of how all donated funds were used in the completion of your project;
  • Agree to complete a simple project evaluation to provide feedback on our process, the project lessons learned, and best and worst practices;
  • Agree that we have the authority to withhold and/or recover donated funds from you in case such funds are, or appear to be, misused.
 
Termination
We reserve the right to terminate, at any time and within our sole discretion, your participation in our program for any reason, including, but not limited to, any breach of the representations and warranties and terms of this Project Agreement.  You may withdraw your project from our program at any time by giving written notice to us, provided that you return all donated funds disbursed to you together with such written notice.  Your obligations under this Project Agreement will not terminate until all donated funds are returned unless we, in our sole discretion, agree to other terms of disengagement with you.
 
Release and No Remedies
You hereby release us from any and all present or future disputes, claims, controversies, demands, rights, obligations, liabilities, actions or causes of action relating to this Project Agreement, the program contemplated under this Project Agreement or to our conduct contemplated by this agreement.  In addition, you shall have no remedies in law or equity, apart from termination of this Project Agreement pursuant to its terms, under this Project Agreement.
 
Miscellaneous
This Project Agreement shall be governed by and constructed in accordance with the laws of the State of New York.  Waiver of a breach of any provision of this Project Agreement shall not be deemed to be a waiver of any other provision or a modification of this Project Agreement.  All notices to be given under this Project Agreement shall be in writing, hand-delivered or sent by UPS/Federal Express/USPS Certified mail and shall be delivered to the office addresses designated in the first paragraph of this Project Agreement, and shall be deemed to be served if so delivered.  This Project Agreement may be modified only by both of us and in writing.  If this Project Agreement contains any unlawful provision not an essential part of the Project Agreement, such provision shall be deemed of no effect and shall, upon notice by either party, be deemed stricken from the Project Agreement without affecting the binding force of the remainder.  This Project Agreement contains all the terms agreed upon by us, and no other agreement, oral or otherwise, regarding the subject matter of this Project Agreement shall be deemed to exist or to bind any of us, or to vary any of the terms contained herein.  This Project Agreement may be executed by facsimile or PDF signature.
 
You and we hereby agree to the terms and conditions set forth in this Project Agreement and hereby execute this Project Agreement as of the date set forth next to your signature.
 
[End of Form of Project Agreement]
 
Disclaimers
 
ioby will not be required to treat any Project application or Project materials as confidential.
 
Termination
 
You may terminate this UA by destroying all materials obtained from the Sites, canceling your Donor or Project account, as applicable, and stopping all use of the Sites. ioby may terminate this UA immediately at will for any reason, in its sole judgment, without warning or prior notice. Upon termination, you must destroy all materials obtained from the Sites and stop all use of the Sites.
 
Miscellaneous
 
This UA is governed by the laws of the State of New York, USA and controlling United States federal law without regard to its choice of law or conflicts of law provisions. You agree that any action to resolve or enforce any dispute or arbitration award regarding use of the Sites or this UA will be brought exclusively in the federal or State courts located in New York, New York. If any provision is deemed by a court of competent jurisdiction to be unlawful or unenforceable, it will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience only and do not have any force or effect.
 
Resolution of Disputes
 
THIS UA CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
 
Any controversy or claim arising out of or relating use of any Site shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association to be heard and adjudicated by one arbitrator to be mutually chosen by you and ioby. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York, and claims regarding the judgment of the arbitrator (including entry of judgment on the arbitration award) may be brought and shall be subject to the exclusive jurisdiction of the State and federal courts located in New York, New York, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts. Either you or ioby may seek any interim or preliminary relief from a state or federal court of competent jurisdiction in New York, New York, as may be necessary to protect the rights or property of you or ioby pending the completion of arbitration.
 
Indemnification
 
You agree to indemnify and hold ioby and its Affiliates harmless from and against any and all loss, liability, claims, causes, actions, damages or penalties, including reasonable attorneys' fees, made by any third party due to or arising out of: (1) your use of any Site in breach or violation of any term of this UA; (2) your violation of any law or regulation; (3) breach of your representations and warranties as set forth herein; or (4) any content you provide to ioby. You have no right to indemnification by ioby.   
 
Contact ioby
 
If you have any questions about the Sites or this UA, you may contact us via e-mail at info@ioby.org. We are always glad to hear your questions and comments.
 
Entire Agreement
 
This UA, including the terms specifically applicable to Donors and Projects, and other policies and notices ioby may post on the Sites necessary for access to Donor and Project portions of the Sites, constitute the entire agreement between ioby and you in connection with your use of the Sites, hyperlinks to the Sites and the Content and Software displayed on the Sites, and supersedes any prior agreements between ioby and you regarding such matters, including prior versions of this UA. ioby may update this UA from time to time by posting revised versions of this UA on the Sites, without notice to you except that the effective date at the top of this UA will change and your subsequent use of the Site is governed by that new UA. The terms of this UA are effective until terminated by ioby, at any time without notice. In the event of termination, the disclaimers, limitations of liabilities and indemnities set forth in this UA will survive.
 

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