This Terms of Service Agreement (“Agreement”) is an agreement between you (“you” or “user”) and the Craig H. Neilsen Foundation (the “Neilsen Foundation”, “we”, or “us”). This Agreement governs your access and use of the www.chnfoundation.org website (the “Site”). By using the Site, you agree to be bound by the terms and conditions contained in this Agreement. If you do not agree to the terms and conditions contained in this Agreement, you may not access or otherwise use the Site.
We may in our sole discretion, modify this Agreement with or without notice to you. The “Last Updated” date at the top of this Agreement will indicate when the latest modifications were made. By continuing to access and use the Site after this Agreement has been modified, you are agreeing to such modifications. Therefore, you should review this Agreement prior to each use of the Site. In addition, when using particular services or features, you shall be subject to any posted guidelines, rules, or policies applicable to such services or features that may be posted to time to time. All such guidelines or policies are hereby incorporated by reference into this Agreement.
If you are under the age of eighteen (18), you represent that you are either an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into this Agreement, submit content, participate on the Site, and fulfill the obligations set forth in this Agreement.
I. Connectivity, Communications, Privacy
Normal carrier charges and taxes may apply to any content you obtain from the Site through your cell phone or mobile device. The Neilsen Foundation is not responsible for any surcharges you incur from your cell phone or internet service provider as a result of the use of the Site.
You expressly agree that, as part of the Site, you may receive communications by email. You may stop receiving emails by clicking the unsubscribe links contained in such emails or by emailing your request to opt out to firstname.lastname@example.org.
II. Copyright; Trademark
You acknowledge that all materials on the Site, including the Site’s design, graphics, text, sounds, pictures, videos, software, and other files and the selection and arrangement thereof (collectively, “Materials”), are the property of the Neilsen Foundation or its licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. You will not obtain any ownership interest in the Materials or the Site through this Agreement or otherwise. All rights to Materials not expressly granted in this Agreement are reserved to their respective copyright owners. Except as expressly authorized by this Agreement or on the Site, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works, or otherwise use any of the Materials in any form or by means, without the prior written authorization of the Neilsen Foundation or the respective copyright owner. The Neilsen Foundation authorizes you to view and download the Materials only for personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original Materials. You may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress, and logos (collectively, “Marks”) contained or described on the Site (including, without limitation : CRAIG H. NEILSEN FOUNDATION, CHN FOUNDATION, and NEILSEN FOUNDATION are the sole property of the Neilsen Foundation and/or its licensors and may not be copied, imitated, or otherwise used, in whole or in part, without the prior written authorization of the Neilsen Foundation and/or licensors. In addition, all page headers, custom graphics, button icons, and scripts are Marks of the Neilsen Foundation and may not be copied, imitated, or otherwise used, in whole or in part, without the prior written authorization of the Neilsen Foundation. The Neilsen Foundation will enforce its intellectual property rights to the fullest extent of the law.
III. Links; Third Party Websites
Links on the Site to third party websites may be provided as a convenience to you. If you use these links, you will leave the Site. Your dealings with third parties through links to such third party websites are solely between you and such third parties. You agree that the Neilsen Foundation and its Affiliated Parties (as defined below) will not be responsible or liable for any content, goods, or services provided on or through these outside websites or for your use or inability to use such websites. You use these links at your own risk. You are advised that other websites on the Internet, including third party websites linked from the Site, might contain material or information that some people may find offensive or inappropriate; or that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others’ rights or otherwise unlawful. The Neilsen Foundation expressly disclaims any responsibility for the content, legality, decency, or accuracy of any information, and for any products and services, that appear on any third party website or application.
Without limiting the foregoing, your correspondence or business dealings with, participation in promotions of or purchases from third parties found on or through the use of the Site, including payment for and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that the Neilsen Foundation and its Affiliated Parties shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Site.
IV. Disclaimer; Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE NEILSEN FOUNDATION AND ITS RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AND OTHER REPRESENTATIVES AND THE NEILSEN FOUNDATION’S VENDORS AND BUSINESS PARTNERS (COLLECTIVELY, “THE NEILSEN FOUNDATION AND ITS AFFILIATED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE NEILSEN FOUNDATION AND ITS AFFILIATED PARTIES MAKE NO WARRANTY THAT (1) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SITE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, YOUR MOBILE DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE NEILSEN FOUNDATION AND ITS AFFILIATED PARTIES ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE NEILSEN FOUNDATION AND ITS AFFILIATED PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES, WITH RESPECT TO THE SERVICES LISTED ON OR THROUGH THE SITE.
THE NEILSEN FOUNDATION AND ITS AFFILIATED PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (V) FOR ANY OTHER MATTER RELATING TO THE SITE OR ANY THIRD PARTY WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE SERVICES OR INFORMATION, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE NEILSEN FOUNDATION AND YOU. THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE NEILSEN FOUNDATION AND AFFILIATED PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR ANY INFORMATION OR SERVICE PURCHASED BY YOU FROM THE NEILSEN FOUNDATION ON THE SITE. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID THE NEILSEN FOUNDATION ANY AMOUNTS FOR ANY INFORMATION OR SERVICE PRIOR TO THE DATE ON WHICH YOU FIRST ASSERT ANY CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE NEILSEN FOUNDATION IS TO STOP USING THE SITE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend, and hold harmless the Neilsen Foundation and its Affiliated Parties against all claims, demands, causes of action, losses, expenses, damages, and costs, including any reasonable attorneys’ fees, resulting or arising from or relating to your use of the Site, your breach of this Agreement, your infringement or violation of any rights of another, or termination of your access to the Site.
VI. Site Usage; Termination of Usage
If you provide information on the Site, you agree to provide true, accurate, current, and complete information as prompted by the Site. If you provide any information that is false, inaccurate, outdated, or incomplete, or the Neilsen Foundation has reasonable grounds to suspect that such information is false, inaccurate, outdated, or incomplete, the Neilsen Foundation has the right to prohibit any and all current or future use of the Site (or any portion thereof) by you.
You agree to use the Site only for lawful purposes, and that you are responsible for your use of the Site. You agree not to use the Site in any manner that interferes with its normal operation or with any other user’s use and enjoyment of the Site.
You further agree that you will not access the Site by any means except through the interface provided by the Neilsen Foundation for access to the Site. Creating or maintaining any link from another website or application to any page or functionality on the Site without the prior written authorization of the Neilsen Foundation is prohibited. Running or displaying the Site or any information or material displayed on the Site in frames or through similar means on another website or application without the prior written authorization of the Neilsen Foundation is prohibited. Any permitted links to the Site must comply with all applicable laws, rules, and regulations.
The Agreement is effective unless and until terminated by either you or the Neilsen Foundation. You may terminate this Agreement at any time, provided that you discontinue any further use of the Site. The Neilsen Foundation also may terminate or suspend this Agreement, at any time, without notice, and accordingly deny you access to the Site, for any reason, including without limitation, if in the Neilsen Foundation’s sole discretion you fail to comply with any term or provision of this Agreement or your use is harmful to the interests of another user of the Neilsen Foundation and its Affiliated Parties. Upon any termination of the Agreement by either you or us, you must destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under the Agreement or otherwise.
The Neilsen Foundation reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. Except as otherwise expressly stated in this Agreement, you agree that the Neilsen Foundation and its Affiliated Parties shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site.
You agree that the Neilsen Foundation may terminate or suspend your access to all or part of the Site, without notice, for any conduct that the Neilsen Foundation, in its sole discretion, believes is in violation of this Agreement or any applicable law or is harmful to the interests of another user or the Neilsen Foundation and its Affiliated Parties.
Sections II and IV-X shall survive the termination of this Agreement.
VII. Applicable Law; Jurisdiction; Dispute Resolution
(a) The Site is controlled and operated by the Neilsen Foundation from within the United States of America, and is intended for use only by resident of the United States. The Neilsen Foundation makes no representations or warranties that the content or materials on the Site are appropriate or lawful in any foreign countries, or that any items or applications offered for sale or download through links on the Site will be available outside the United States. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
(b) This Agreement shall be governed by the laws of the United States and the State of California, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. The parties agree that any claim or dispute one party has against the other party arising under or relating to this Agreement (including claims in contract, tort, strict liability, statutory liability, or other claims) that is not resolved under Section VII of this Agreement must be resolved exclusively by a court of competent jurisdiction, federal or state, located in Los Angeles County, California, USA, and no other court. Each party agrees to submit to the personal jurisdiction of such courts and to accept service of process from them.
(c) This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, as it is applied to agreements entered into and to be performed entirely within such state, without regard to conflict of law principles.
It is the Neilsen Foundation’s goal that the Site meets your expectations. However, there may be instances when you have a problem or dispute that needs special attention. In those instances, the Neilsen Foundation is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with the Neilsen Foundation, you acknowledge and agree that you will first give the Neilsen Foundation an opportunity to resolve your problem or dispute. This includes you first sending a written description of your problem or dispute using the following email address: email@example.com or mailing address: Craig H. Neilsen Foundation, 16830 Ventura Boulevard, Suite 352, Encino, California 91436.
You then agree to negotiate with the Neilsen Foundation in good faith about your problem or dispute. That should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after the Neilsen Foundation’s receipt of your written description of it, you agree to the further dispute resolution provisions below.
You agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of the Site or this Agreement, shall be final and binding arbitration, except to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate the Neilsen Foundation’s or any third party patent, copyright, trademark, trade secret, privacy or publicity rights, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by the Neilsen Foundation and/or the applicable third party(ies). You and we acknowledge that the Agreement affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under the Agreement (despite any other choice of law provisions).
Arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”). For claims of less than $75,000, the AAA’s Supplementary Procedures for Consumer Related Disputes will apply; for claims over $75,000, the AAA’s Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Upon your filing of the arbitration demand, we will pay all filing, administration and arbitrator fees for claims that total less than $75,000. For claims that total more than $75,000, the payment of filing, administration, and arbitrator fees will be governed by the AAA Commercial Arbitration Rules. You and we agree to pay our own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. In addition, for claims under $75,000 as to which you provided notice and negotiated in good faith with the Neilsen Foundation as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys’ fees and costs. Except for claims determined to be frivolous, the Neilsen agrees not to seek an award of attorneys’ fees in arbitration even if an award is otherwise available under applicable law. As a limited exception to the agreement to arbitrate, you and we agree that you may take claims to small claims court, if your claims qualify for hearing by such court.
YOU HAVE A RIGHT TO OPT-OUT OF THIS ARBITRATION AGREEMENT. IF YOU DO NOT AGREE TO THIS MANDATORY ARBITRATION PROVISION WITH REGARD TO ANY PARTICULAR INTERACTION WITH THE SITE, THEN WITHIN THIRTY (30) DAYS FROM THE DATE OF SUCH INTERACTION, YOU MAY OPT-OUT OF THIS PART OF THE AGREEMENT BY SENDING AN EMAIL TO firstname.lastname@example.org. Any opt-out received after the thirty (30) day time period will not be valid and you must pursue your claim via arbitration pursuant to these Terms.
To the fullest extent permitted by applicable law, NO ARBITRATION OR OTHER CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE, AND NO CLASS ARBITRATION PROCEEDING SHALL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration.
WE BOTH AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, YOU AND THE NEILSEN FOUNDATION BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US.
In no event shall any claim, action, or proceeding by you related in any way to the Site or this Agreement be instituted more than one (1) year after the cause of action arose.
VIII. Severability; Interpretation
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions shall not be affected. When used in this Agreement, the term “including” shall be deemed to be followed by the words” without limitation.”
IX. Entire Agreement
The failure of the Neilsen Foundation and its Affiliated Parties to insist upon strict adherence to any term of this Agreement shall not constitute a waiver of such term and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or relating to use of the Site or this Agreement must be filed within one (1) year after such claim or cause of action arose, or will be forever barred. The “Disclaimer; Limitation of Liability” provisions of this Agreement are for the benefit of the Neilsen Foundation and its Affiliated Parties as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
XI. Contact Information
If you have any comments, questions, or complaints regarding this Agreement or the Site, or wish to report any violation of this Agreement, please contact us at email@example.com. We will address any issue to the best of our abilities as soon as possible.
Last Updated: February 2017