Terms of Service
March 2008
Welcome to Changents. Changents is a media-driven Internet community with a mission to connect our users to change agents around the world and provide Web-based tools for creating positive social and environmental change. Change Agent Ventures LLC (the “Company”) provides Changents services and offerings (the "Changents Service," as further described below) to you subject to the following Terms of Use ("Terms”).
PLEASE READ THESE TERMS CAREFULLY. THIS IS A LEGAL DOCUMENT AND CONTAINS BINDING OBLIGATIONS. BY CLICKING “I AGREE” AT THE END OF THIS DOCUMENT, YOU AGREE THAT YOU FULLY UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.
Changents reserves the right to modify the Terms at any time, and without prior notice, by posting amended Terms at www.changents.com/terms. In order to maintain the highest level of trust with our community, Changents will email a notice of amended Terms to the email address provided by registered users in their Changents user account at the time of posting, provided that such changes are deemed material in the reasonable judgment of the Company. Your use of the Changents Service following such posting shall be deemed to constitute your acceptance of such modification.
By accessing or using the Changents Service, you, either an individual or a single entity ("you" or "your" as applicable), are bound by the notices, terms and conditions in these Terms and, as applicable, elsewhere on www.changents.com, including but not limited to our Privacy Policy at www.changents.com/privacy. If you register on behalf of an entity, including but not limited to a 501(c)3, a business, a student group or other association (collectively an “Organization”), you represent to Company that you have the authority to bind that Organization and your acceptance of these Terms will be treated as acceptance by that Organization. In that event, "you" and "your" will refer to that Organization in these Terms. If you do not agree to these Terms, please do not use the Changents Service.
The Changents Service
The Changents Service is a collaborative website comprised of a network of users, content creators, advertisers, partners and technologies that allows users to share their stories, ideas and action opportunities about social and environmental interests. You may submit, rate, share and comment on content provided in Changents Service as well as track your personal impact using proprietary features such as the Ripple. You may also make connections with friends and change agents within the Changents community. The Changents Service may be made available to users through various channels including but not limited to (a) the Internet via the Changents website (currently located at www.changents.com) and via third party sites, RSS feeds, blogs, widgets, email, instant messaging and other Internet delivery mechanisms; (b) broadcast and home entertainment via cable, satellite and digital television, laser disc, DVD, CD-ROM and motion picture distribution, whether over-the-air, wireless or hard-copy media; and (c) portable devices such as mobile phones, MP3 players and other handheld technologies.
User Submitted Content
“User Material” is any material you provide through the use of the Changents Service, including but not limited to video, audio, music, animation, text, software, scripts, graphics, images (photos, drawings, etc.), interactive features and comments (e.g. to blogs, bulletin boards, chats, discussion groups, feedback areas, newsgroups or e-mail). You are solely responsible for any User Material that you upload and publish to the Changents Service, including complying with these Terms. In order to upload any User Material to the Changents Service, you must have “accepted” these Terms, and you must have an active, authorized account with Changents. You may only upload and publish User Material on the Changents Service to which you have sufficient rights and licenses to permit the distribution of your User Material via the Changents Service.
You retain all of your rights in your User Material. You shall be solely responsible for your own User Material and the consequences of posting or publishing it on the Changents Service. In connection with User Material that you make available on the Changents Service, you expressly represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize the Company to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Material to enable inclusion and use of the User Material as part of the Changents Service and in the manner contemplated by these Terms. By submitting, posting, uploading, emailing or otherwise providing User Material to the Changents Service, you hereby grant (or warrant that the owner of such rights has expressly granted) the Company a worldwide, non-exclusive, royalty-free, commercial, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, insert advertising in connection with, distribute, syndicate, prepare derivative works of, display, publish, perform and transmit the User Material in connection with the Changents Service (and its successors), including without limitation for promoting and redistributing part or all of the Changents Service (and derivative works thereof) in any media formats and through any media channels. You warrant that all moral rights to the User Material you submit have been waived. You also hereby grant each user of the Changents Service a non-exclusive, non-commercial license to access your User Material through the Changents Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Material as permitted through the functionality of the Changents Service and under these Terms.
The Company does not guarantee that any User Material will be made available on the Changents Service, whether continuously or at all. The Company shall have no obligation to monitor any User Material. However, the Company and its agents reserve the right to monitor any User Material from time to time for any lawful purpose. The Company may, without notice to you, remove or block any User Material from the Changents Service, including disabling access to such User Material that you have downloaded through the Changents Service.
You acknowledge and agree that the Company has limited practical ability to control or monitor possible infringement of your intellectual property rights by other parties and that the Company assumes no responsibility for controlling or monitoring such intellectual property rights and shall have no liability for such possible infringement. In addition, the Company is not responsible for enforcing your intellectual property rights, including filing suit or taking other legal action against infringers.
Registration
Registration is not required to view most User Material provided as part of the Changents Service. However, you are required to register if you wish to upload User Material and enjoy many of the advanced features of the Changents Service such as the Ripple. To register, you will have to create an account. As a condition to using such components of the Changents Service, you will be asked to register on the Changents website and select a password and screen name ("Changents User Name"). You shall provide the Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your Changents user account. You may not (i) select or use as a Changents User Name a name of another person with the intent to impersonate that person; (ii) use as a Changents User Name a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Changents User Name a name that is otherwise offensive, vulgar or obscene. Changents reserves the right to refuse registration of, or cancel a Changents User Name in its sole discretion. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify the Company at help@changents.com immediately of any breach of security or unauthorized use of your account. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of the Company or others due to such unauthorized use. All registration information provided by you shall be subject to the Company’s Privacy Policy or any successor thereto.
Content on the Changents Service
Content on Changents is meant for all audiences. You understand that you will be exposed to User Material from a variety of content creators and that the Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Material. You further understand and acknowledge that you may be exposed to User Material that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company with respect thereto. To the extent that you use the Changents Service in violation of these Terms, you agree to defend, indemnify and hold harmless the Company, its subsidiaries, its licensors, its service providers, its partners and their respective officers, directors, employees and agents to the fullest extent allowed by law regarding all matters related to your use of the Changents Service.
You acknowledge and agree that your opinions are your own and disagreement is often at the heart of a productive debate. The views expressed through the Changents Service reflect those of the individual contributors and not necessarily those of the Company.
User Conduct
The Company grants you permission to use the Changents Service subject to all of the terms and conditions set forth in these Terms.
As a condition of use, you agree not to use the Changents Service for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws (such as, U.S. copyright laws). Any unauthorized use of the Changents Service is expressly prohibited.
By way of example, and not as a limitation, you agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any User Material using any communications service or other service available on or through the Changents Service, that: (i.) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; or (ii) is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, pornographic or obscene, or promotes hate or incites violence; or (iii) misrepresents the source or identity of any content; or (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming") or a chain letter, a pyramid scheme or any other similar solicitation; or (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of Changents or any third party; or (vi) impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of Changents; or (vii) constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities or any items that would cause the Company to violate any applicable law or regulation.
Additionally, you agree that you will not: (i) take any action that imposes, or may impose, in Changents' sole discretion, an unreasonable or disproportionately large load on Changents' infrastructure; (ii) interfere or attempt to interfere with the proper working of the Changents Service or any activities conducted on the Changents Service; (iii) bypass any measures Changents may use to prevent or restrict access to the Changents Service, other accounts, or computer systems or networks connected to the Changents Service; or (iv) interfere with any other users enjoyment of the Changents Service, including, without limitation, accessing an account of a Changents user that is not yours.
You may not (and may not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the Changents Service or any content available through the Changents Service (except to the limited extent applicable laws specifically prohibit such restriction), or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. In addition, you may not remove any proprietary notices or labels on User Material or other content available through the Changents Service, including but not limited to branding, advertising, credits, copyright notices, etc.
You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the Changents Service in a manner which sends more request messages to the Changents server(s) in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the Changents website for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials, provided that we reserve the right to revoke these exceptions either generally or in specific cases.
You shall not harvest or collect information from the Changents Service, including, without limitation, information about other users of the Changents Service. The use of any information learned through the Changents Service or while in the Changents website is limited to the express purposes set forth in these Terms; all other uses are strictly prohibited.
You are free to display and print for your personal, non-commercial use any information or content you receive through the Changents Service, but you may not otherwise reproduce or modify any of the materials without prior written content of the Company. Other than through the use of the embeddable media player feature and embedded email forward features of the Changents Service, you may not distribute copies of materials found on the Changents Service in any form (including by email or other electronic means), without prior written permission from the Company. Of course, you are free to encourage others to access the information themselves on the Changents Service and tell them how to find it.
Ownership
The content accessible through the Changents Service, except User Material, including without limitation, the video, audio, text, software, scripts, graphics, photos, music, interactive features and the like (collectively, the "Changents Content") and the trademarks, service marks and logos contained therein (the "Marks"), are owned by or licensed to the Company, and subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Except as set forth in these Terms, the Changents Content, Marks, User Material is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever except as set forth in these Terms or without the prior written consent of the Company. The Company reserves all rights not expressly granted in and to the Changents Service and the Changents Content. If you download or print a copy of the Changents Content and/or User Material, you must retain all copyright, proprietary notices, promotion elements and advertising messages contained in or on such content and material. You agree not to circumvent, disable or otherwise interfere with security related features of the Changents Service or features that prevent or restrict use or copying of any Changents Content and/or User Material.
Copyright Policy
The Company respects the rights of copyright holders and is committed to complying with U.S. copyright and related laws. If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any User Material or other material of the Changents Service, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the "DMCA") by sending the Company’s authorized agent a notification of claimed infringement that satisfies the requirements of the DMCA. Upon the Company’s receipt of a satisfactory notice of claimed infringement, the Company will respond expeditiously either directly or indirectly (i) to remove the allegedly infringing work(s) accessible through the Changents website or (ii) to disable access to the work(s). The Company will also notify the user that submitted the work of the removal or disabling of access to the work(s). If the affected user believes in good faith that the allegedly infringing works have been removed or blocked by mistake or misidentification, then that person may send a counter notification to the Company. Upon the Company’s receipt of a counter notification that satisfies the requirements of DMCA, the Company will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA's procedures with respect to a received counter notification. In all events, you expressly agree that the Company will not be a party to any disputes or lawsuits regarding alleged copyright infringement.
Copyright owners may send the Company a notification of claimed infringement to report alleged infringements of their works to:
DMCA Coordinator
Change Agent Ventures LLC
P.O. Box #628
Durham, New Hampshire 03824
Fax: (703) 997-0538
E-mail: dmcacoordinator@changents.com
Any notification of claimed infringement must be in a form that satisfies the requirements of Section 512(c)(3) of the U.S. Copyright Act. Under the DMCA, anyone who knowingly makes misrepresentations regarding alleged copyright infringement may be liable to the Company, the alleged infringer, and the affected copyright owner for any damages incurred in connection with the removal, blocking, or replacement of allegedly infringing material.
If a notification of claimed infringement has been filed against you, you can file a counter notification with the Company’s designated agent using the contact information shown above. All counter notifications must satisfy the requirements of Section 512(g)(3) of the U.S. Copyright Act.
Termination
The Company may terminate your access to all or any part of the Changents Service at any time, with or without cause, with or without notice, effective immediately. You may terminate your account on the Changents Service at any time, provided that all provisions of these Terms, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Warranty Disclaimer
THE CHANGENTS SERVICE, CHANGENTS CONTENT AND MARKS ARE PROVIDED BY THE COMPANY "AS IS" AND "AS AVAILABLE". THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE CHANGENTS SERVICE OR ITS CONTENT OR MARKS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES REGARDING THE CHANGENTS SERVICE AND ITS CONTENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, OR THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE VIA THE CHANGENTS SERVICE (EXCEPT AS MAY BE SET FORTH IN ANY LICENSE OR OTHER AGREEMENT RELATED TO THOSE PRODUCTS OR SERVICES). YOU AGREE THAT USE OF THE CHANGENTS SERVICE SHALL BE AT YOUR SOLE RISK. FURTHER, THE COMPANY DOES NOT ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE CHANGENTS SERVICE OR ANY HYPERLINKED WEBSITE OR INCLUDED IN ANY BANNER OR OTHER ADVERTISING, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WITH RESPECT THERETO.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, PARTNERS, LICENSORS, LICENSEES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE CHANGENTS SERVICE, OR ANY CONTENT, PRODUCTS OR SERVICES DISTRIBUTED ON OR PROVIDED THROUGH THE CHANGENTS SERVICE (INCLUDING BUT NOT LIMITED TO, CHANGENTS CONTENT AND CHANGENTS MARKS), WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER CAUSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY OR ITS SUPPLIERS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY ASSUMES NO LIABILITY FOR: ANY ERRORS, MISTAKES OR INACCURACIES IN OR OF ANY CONTENT, INCLUDING ANY USER MATERIAL; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE CHANGENTS SERVICE; ANY UNAUTHORIZED ACCESS TO OR USE OF THE CHANGENTS SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE CHANGENTS WEBSITE; ANY VIRUSES, BUGS, TROJAN HORSES, WORMS OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH THE CHANGENTS WEBSITE BY ANY THIRD PARTY; AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CHANGENTS SERVICE OR ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO MATERIAL AND PUBLISHER MATERIAL, POSTED, EMAILED OR OTHERWISE MADE AVAILABLE THROUGH THE CHANGENTS SERVICE.
SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, PARTNERS, LICENSORS, LICENSEES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS’ AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Indemnification
You agree to defend, indemnify and hold harmless the Company and its affiliates, subsidiaries, service providers and distribution partners and their respective officers, directors, employees and/or agents (collectively, "Company Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys fees) arising from: (i) your use of and access to the Changents Service; (ii) your violation of any term of these Terms; (iii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any of User Material you upload and publish on the Changents Service caused damage to a third party; or (v) your gross negligence or willful malfeasance (collectively, "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Company Indemnitees. The Company shall have the right, in its sole discretion, to select its own legal counsel to defend the Company Indemnitees from any Claims (but by doing so shall not waive your indemnity obligations), and you shall be solely responsible for the payment of all reasonable attorneys fees incurred by the Company Indemnitees in connection therewith. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you and you agree to cooperate with the Company in connection with your defense. You shall not, without the prior express written approval of the Company, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any Company Indemnitee. This defense and indemnification obligation will survive these Terms and your use of the Changents Service. Although the Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of the Company or others due to such unauthorized use.
Miscellaneous
Acceptance. If you do not accept all of the terms and conditions set forth in these Terms, please do not access or use the Changents Service.
Ability to Accept. The Changents Service is only intended for users who are over the age of 18, or an emancipated minor, or possess legal parental or guardian consent, and are fully able to and competent to enter into and abide by the terms, conditions, obligations, representations and warranties set forth in these Terms. If you are under 13 years of age, you may not register for or use the Changents Service.
Enforceability and Waiver. If any provision of these Terms is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these Terms will not be affected. No delay or failure by the Company to exercise or enforce any of its rights under these Terms will act as a waiver of such rights.
Privacy Policy. Your use of the Changents Service is subject to your acceptance of our Privacy Policy, which is incorporated by reference. Please read the Privacy Policy carefully for disclosures relating to the collection and use of your personal information.
Links to Third Party Websites. As a convenience for its users, the Company may provide links on this website to other websites owned by third parties. Unless otherwise stated, the Company does not endorse or control these third parties and takes no responsibility for them or their websites.
Export and International Use. The Changents Service is controlled and offered by the Company from its facilities in the United States of America. The Company makes no representations that the Changents Service is appropriate or available for use in other locations. Those who access or use the Changents Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Governing Law, Jurisdiction and Venue. These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to or application of choice of law rules or principles. You agree that: the Changents Service shall be deemed to be solely based in the Commonwealth of Massachusetts; the Changents website shall be deemed a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than the Commonwealth of Massachusetts; and ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CHANGENTS SERVICE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. The prevailing party in any litigation will be entitled, in addition to any other relief granted to it, to recover reasonable attorneys fees, expenses and costs incurred in connection with the litigation.
