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The Colorado Health Foundation Terms of Use
Welcome to www.coloradohealth.org (the “Site”).
The Site is operated by The Colorado Health Foundation, a Colorado
nonprofit corporation (“TCHF”, “We” or “Us”).
Please carefully read these Terms of Use. By using the Site,
you acknowledge and agree that you have read and agree to be
bound by these Terms of Use (this “Agreement”).
This Agreement is made between TCHF and You or, in the case that
you represent and are using the Site on behalf of a company or
other entity, that company or other entity (“You”). If
you do not agree to be bound by this Agreement, please exit the
Site now and refrain from using ANY Material that you MAY have
DownloADED from the SITE.
- Use of the Site. All
use of the Site is subject to the terms of this Agreement. You
may access and use the Site solely for lawful purposes. You
must be 13 years or older to use the Site. TCHF reserves
the right at any time and in its sole discretion to modify, suspend,
or discontinue the Site (or any portion thereof) with or without
notice.
- Registration. To access some areas of
the Site, You may have to apply for and be approved as a registered
user (a “Registered User”) of the
Site. Your approval as a Registered User is at the sole
discretion of TCHF. Upon approval as a Registered User,
You may be asked to create a password-protected account (an “Account”). You
agree to keep your Account information and password confidential. You
agree to notify TCHF immediately of any actual or suspected unauthorized
use of your Account. You are solely responsible for all
activities that occur through Your Account. TCHF will not
be responsible for any loss to You caused by your failure to
comply with these obligations. In connection with your
application to become a Registered User, You will be asked to
submit certain information about yourself (“Registration
Information”). You represent and warrant
that: (a) all Registration Information You provide is true, accurate,
current, and complete; and (b) You will maintain and promptly
update the Registration Information to keep it true, accurate,
current, and complete. As part of the registration process,
You may be assigned or permitted to create a user ID for use
in identifying your Account (a “User ID”). You
may not: (i) select or use a User ID of another person with the
intent to impersonate that person; (ii) use a User ID in which
another person has rights without such person’s authorization;
or (iii) use a User ID that TCHF, in its sole discretion, deems
offensive. Failure to comply with the foregoing shall constitute
a breach of this Agreement, which may result in immediate termination
of your Account.
- TERM AND TERMINATION. This Agreement
will be effective on the date You first use the Site and will
continue until terminated. TCHF may terminate this Agreement
immediately, for any reason or no reason, with or without notice
to You. You may terminate this Agreement upon written notice
to TCHF, such termination effective upon receipt of such notice
by TCHF. TCHF may also suspend your use of the Site and
direct You to cease using the Site with or without notice to
You and with or without cause. Upon any termination of
this Agreement, all rights granted to You under this Agreement
will cease and You must promptly discontinue all access to any
part of the Site and the use of any Content downloaded or otherwise
obtained from the Site. Sections 3, 4, 5, 7, 10, 11, and
15 will survive termination or expiration of this Agreement for
any reason as they apply to the rights granted to TCHF and the
resitrictions placed on You.
- Content. The
Site and the entire contents of the Site, including, but not
limited to, text, files, images, graphics, illustrations, audio,
video, and photographs on or offered through the Site (collectively, “Content”)
are protected by intellectual property rights, including, as
applicable and without limitation, copyrights, trademarks, patents,
and other proprietary and intellectual property rights (“Intellectual
Property Rights”).
- USE OF THE CONTENT. Your access to or
use of the Content is subject to the terms and conditions of
this Agreement. You may use the Content only in the form
provided on or through the Site solely for your own informational
purposes. You
may not use any Content for any commercial purpose or charge
a fee or other consideration in exchange for the Content. You
may not utilize the Content to sell, advertise, endorse, or otherwise
promote any other service, product, or party. All use of
the Content must be accompanied by an acknowledgment that the
Content is owned by TCHF. You must otherwise abide by all
Intellectual Property Rights, notices, information, or restrictions
contained on or in any Content. Unless otherwise noted
on the Site, as between You and TCHF, its partners, affiliates,
and licensors (“Affiliates”), all
Content is owned by TCHF and its Affiliates. Except as
stated in this Agreement, You are granted no licenses or rights,
whether by implication, estoppel, or otherwise, in or to the
Site or Content, or any Intellectual Property Rights therein
or related thereto, and You may not modify, reproduce, perform,
display, create derivative works from, republish, post, transmit,
participate in the transfer or sale of, distribute, or in any
way exploit any portion of the Site or Content without the prior
written permission of TCHF. If you would like to
use the Content in a manner that is not expressly set forth in
this Agreement, please contact us using the “Contact Us” page. A
link to the Contact Us page is on the bottom of each page of
the Site.
- Marks. Unless otherwise labeled,
all trademarks, service marks, logos, banners, and page headers
displayed on this Site (collectively, the "Marks")
are the property of TCHF and its Affiliates. Except as
expressly set forth in this Agreement, You may not display, link
to, or otherwise use the Marks without the prior written permission
of TCHF.
- Postings and Uploads. The
Site may include forums, bulletin boards, chat rooms, or other
opportunities through which You may provide or upload Content
of your own to the Site. You agree not to upload or provide
any Content that is: (1) libelous, defamatory, obscene, abusive,
pornographic, threatening, or an invasion of privacy; (2) an
infringement of the Intellectual Property Rights of any third
party; (3) illegal in any way or that advocates illegal activity;
(4) an advertisement or solicitation of funds, goods, or services;
(5) an endorsement or advertisement for any candidate for public
office; (6) a software virus or contains any other harmful computer
code, files, or programs. We reserve
the right not to post or remove any Content which in our sole
discretion violates this Section 7 without prior notice. You
hereby represent and warrant to TCHF and its Affiliates that
You own all right, title, and interest in and to any Content
that You provide or upload to the Site, or that You have sufficient
rights, whether by implication, estoppel, or otherwise, to grant
TCHF the rights discussed in this Section 7. You will indemnify,
defend, and hold harmless TCHF and its Affiliates from any and
all third-party claims, losses, liabilities, damages, fees, expenses,
and costs (including attorneys’ fees
and court costs) that result from a breach or alleged breach
of any representation or warranty set forth in Section 7. By
providing or uploading any Content to the Site, You grant TCHF
a nonexclusive, royalty-free, perpetual, irrevocable, and fully
sublicensable right to use, copy, store, reproduce, modify, display,
adapt, publish, translate, create derivative works from, distribute,
and display such Content throughout the world in any form, media,
software, or technology of any kind. In addition, you waive
all moral rights in the Content or warrant that all moral rights
applicable to such content have been waived. You also grant
TCHF the right to use Your name in connection with the reproduction
or distribution of such material.
- Claims of Infringement. Just as TCHF
requires users of the Site to respect the copyrights and other
intellectual property rights of TCHF, its Affiliates, and other
third parties, TCHF respects the copyrights and other intellectual
property rights of users of the Site and other third parties. If
You believe in good faith that Your copyrighted work has been
reproduced on the Site without authorization in a way that
constitutes copyright infringement, You may notify our designated
copyright agent by mail to:
The Colorado Health Foundation
Attn: Communications
Manager - Technology
501 S. Cherry Street, Suite 1100
Denver, CO 80246 - 1325
Please provide the following information to TCHF:
(1) the identity of the infringed work,
and of the allegedly infringing work;
(2) Your name, address, daytime phone number,
and E-mail address, if available;
(3) a statement that You have a good-faith
belief that the use of the copyrighted work is not authorized
by the owner, his or her agent, or the law;
(4) a statement of the accuracy of the notice
and, under penalty of perjury, that You are authorized to act
on behalf of the owner; and
(5) Your electronic or physical signature.
- Representations And Warranties. You
hereby represent, warrant, and covenant for the benefit of
TCHF and its Affiliates that: (1) You have the legal right
and authority to enter into this Agreement, and, if You are
accepting this Agreement on behalf of a company or other
entity, to bind the company or other entity to the terms
of this Agreement; (2) You have the legal right and authority
to perform Your obligations under this Agreement and to grant
the rights and licenses described in this Agreement and in
any applicable additional agreement You enter into in connection
with any of the Services; (3) all information You provide
to TCHF in connection with this Agreement and Your access
to the Site and use of the Services is correct and current.
- Disclaimer And Limitation Of Liability.
10.1.
Disclaimer. THE
SITE IS PROVIDED
BY TCHF "AS
IS" and “AS
AVAILABLE” WITH
NO WARRANTIES
WHATSOEVER. NEITHER
TCHF NOR
ITS AFFILIATES
REPRESENT
OR ENDORSE
THE ACCURACY
OR RELIABILITY
OF ANY ADVICE,
OPINION,
STATEMENT,
OR OTHER
INFORMATION
DISPLAYED,
DOWNLOADED
FROM, OR
DISTRIBUTED
THROUGH THE
SITE. YOU
AGREE THAT
YOUR ACCESS
TO THE SITE
IS AT YOUR
OWN RISK
AND THAT
YOU ARE SOLELY
RESPONSIBLE
FOR ANY LIABILITY
OR DAMAGE
YOU INCUR
THROUGH ACCESS
TO THE SITE. EXCEPT
WHERE THE
LAWS AND
REGULATIONS
OR A PARTICULAR
JURISDICTION
CONCERNING
WARRANTIES
CANNOT BE
WAIVED OR
EXCLUDED
BY AGREEMENT,
TCHF EXPRESSLY
DISCLAIMS
ALL WARRANTIES,
WHETHER EXPRESS
OR IMPLIED,
REGARDING
THE SITE,
INCLUDING,
WITHOUT LIMITATION,
ALL WARRANTIES
OF TITLE,
NONINFRINGEMENT,
MERCHANTABILITY,
AND FITNESS
FOR A PARTICULAR
PURPOSE. YOU
RECOGNIZE
THAT THE
CURRENT STATE
OF TECHNOLOGY
DOES NOT
ALLOW FOR
ERROR-FREE
ACCESS TO
THE SITE
AND INTERRUPTIONS,
CRASHES,
AND DOWNTIME
BEYOND TCHF’S
CONTROL MAY
OCCUR FROM
TIME TO TIME.
10.2. Limitation. IN
NO EVENT
WILL TCHF
BE LIABLE
FOR ANY DIRECT,
CONSEQUENTIAL,
SPECIAL,
INDIRECT,
EXEMPLARY,
OR PUNITIVE
DAMAGES,
WHETHER IN
CONTRACT,
TORT, OR
ANY OTHER
LEGAL THEORY,
IN CONNECTION
WITH YOUR
ACCESS TO
THE SITE
OR USE OF
THE SERVICES,
EVEN IF TCHF
HAS BEEN
ADVISED OF
THE POSSIBILITY
OF SUCH DAMAGES
AND NOTWITHSTANDING
ANY FAILURE
OF ESSENTIAL
PURPOSE OR
ANY LIMITED
REMEDY. TCHF’s
total aggregate
liability
for any damages
arising out
of or related
to this Agreement
will not
exceed $250.
- Indemnification. You
hereby indemnify, defend, and hold harmless TCHF and its
Affiliates, employees, agents, contractors, assigns, licensees,
and successors in interest (“Indemnified Parties”)
from any and all claims, losses, liabilities, damages, fees,
expenses, and costs (including attorneys' fees, court costs,
damage awards, and settlement amounts) that result from any claim
or allegation against any Indemnified Party arising from Your
accessing the Site or Your breach of any term of this Agreement. TCHF
will provide You with notice of any such claim or allegation,
and TCHF will have the right to participate in the defense
of any such claim at its expense.
- Privacy Policy. TCHF’s
privacy policy, a copy of which is available at http://www.coloradohealth.org/misc/privacy.cfm
(the “Privacy Policy”), is incorporated
in this Agreement by reference. By accepting this Agreement,
You expressly consent to the use and disclosure of your personally
identifiable and other information as described in the Privacy
Policy.
- Linked Sites. The
Site contains links to third-party sites that are not under
the control of TCHF, and TCHF is not responsible for any
content on any linked site. If you access a third-party site from
the Site, then you do so at your own risk. TCHF provides
links only as a convenience, and the inclusion of the link does
not imply that TCHF endorses or accepts any responsibility for
the content on those third-party sites. TCHF welcomes links
to the Site. You
may establish a link to this Site, provided that the link does
not state or imply any sponsorship or endorsement of your site
by TCHF or your site does not endorse or oppose any candidate
for public office. You may not use on your site any Content
or Marks appearing on the Site in establishing the link. You
may not frame or otherwise incorporate into another site
the Content or other materials on the Site without prior
written consent.
- Notices. Except
as expressly stated otherwise, any notices required or allowed
under this Agreement will be given to TCHF by postal mail to
the address for TCHF listed on the Site. If applicable
law requires that TCHF accepts E-mail notices (but not otherwise),
then You may send TCHF E-mail notice using the “Contact
Us” page. A link to the Contact
Us page is on the bottom of each page of the Site. With
respect to TCHF's notices to You, TCHF may provide notice
of amendments by posting them on the Site and You agree to
check for changes.
- General Terms.
15.1. Third-Party Beneficiaries. TCHF’s
Affiliates are intended third-party beneficiaries under
this Agreement with the right to enforce the provisions
that directly concern Content to which they have rights.
15.2. Nonassignment. You may not assign
or transfer any of Your rights hereunder, and any attempt
to do so will be null and void.
15.3. Integration. This Agreement
sets forth the entire understanding of the parties and
supersedes any and all prior oral and written agreements
or understandings between the parties regarding the subject
matter of this Agreement. This Agreement may not
be modified except upon mutual written agreement of both
parties. The waiver by either party of a breach
of any provision of this Agreement will not operate or
be interpreted as a waiver of any other or subsequent
breach.
15.4. Severability. If for any reason
any provision of this Agreement shall be held invalid
or unenforceable in whole or in part in any jurisdiction,
such provision shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability,
without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.
15.5. Jurisdiction and Venue. This
Agreement will be governed by the laws of the State of
Colorado, without giving effect to any conflict of laws
principles. The parties specifically exclude from
application to the Agreement the United Nations Convention
on Contracts for the International Sale of Goods and
the Uniform Computer Information Transactions Act. You
hereby irrevocably and unconditionally consent to the
jurisdiction and venue in the state and federal courts
sitting in Denver, Colo. In any such dispute, the
prevailing party will be entitled to recover its reasonable
attorneys’ fees and expenses from the other party.
15.6. Modifications. TCHF reserves
the right, at any time and without notice, to add to,
change, update, or modify the site and these Terms of
Use, simply by posting such addition, change, update,
or modification on this site. Any such addition,
change, update, or modification will be effective immediately
upon posting on the Site.
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