HEP Development Services User Agreement

HEP Development
Limited License and User Agreement

Welcome to the HEP Development Web site (this "Site") provided by HEP Development Services, Inc. ("HEP Development," "we" or "us"). HEP Development collects data and other information regarding for profit private and public companies, non-profit organization and other providers of matching charitable gifts (collectively, "Matching Gift Organizations") from a variety of sources. HEP Development uses proprietary processes and algorithms to select, compile and adjust certain data, including certain copyrighted material provided as comments to the data compiled in order to generate information about the Matching Gift Organizations for exclusively for its subscribers ("Matching Gift Information"). On this Site, HEP Development makes available Matching Gift Information and other information, profiles and materials regarding Matching Gift Organizations (collectively with the Matching Gift Information, the "Site Materials").

The data, information and other materials you have accessed through this website are intended for the use by HEP Development authorized licensees only. The use of this information without authorization from HEP Development Services is a breach of the Terms of Use. The license granted to HEP Development authorized licensees allows such licensee to promote and follow-up with donors and related friends and contacts of the licensee's organization as well as donors and friends of said organization to complete a matching gift request.

This user agreement ("User Agreement") governs your access to and use of this Site and the Site Materials and constitutes a binding agreement between you and HEP Development. Please note that we reserve the right, at our sole discretion, to change this User Agreement from time to time. Your continued use of this Site or any Site Materials after any such change takes effect will be deemed to constitute your acceptance of and agreement to the new User Agreement.

PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE ACCESSING, USING OR BROWSING THIS SITE OR ANY SITE MATERIALS. BY CLICKING ON "I AGREE," OR BY ACCESSING, USING OR BROWSING THIS SITE OR ANY SITE MATERIALS, YOU, ON BEHALF OF YOURSELF OR YOUR ENTITY, AS APPLICABLE, ACKNOWLEDGE AND CONFIRM THAT: (A) YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT; (B) YOU OR YOUR ENTITY, AS APPLICABLE, AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT AND ACKNOWLEDGE THAT THIS USER AGREEMENT IS THE LEGAL EQUIVALENT OF A SIGNED, WRITTEN CONTRACT BETWEEN HEP DEVELOPMENT AND YOU OR YOUR ENTITY, AS APPLICABLE; AND (C) IF ACCESSING, USING OR BROWSING THIS SITE ON BEHALF OF AN ENTITY, YOU HAVE FULL AUTHORITY TO BIND YOUR ENTITY TO ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU OR YOUR ENTITY, AS APPLICABLE, ARE NOT WILLING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PRECEDING ACKNOWLEDGEMENT AND AGREEMENT, DO NOT SELECT THE "I AGREE" BUTTON ASSOCIATED WITH THIS USER AGREEMENT AND DO NOT ACCESS, USE OR BROWSE OUR SITE; HEP DEVELOPMENT DOES NOT AND WILL NOT GRANT YOU ANY RIGHT OR LICENSE TO ACCESS, USE OR BROWSE THIS SITE OR THE SITE MATERIALS.

1. No Recommendations

HEP Development is not a referral service and does not recommend or endorse any particular Matching Gift Organization. Rather, HEP Development is only an intermediary that provides selected information about Matching Gift Organizations. We do not offer advice regarding the quality of any particular Matching Gift Organization or the use of funds by such organization, nor do we offer information relating to the tax and financial consequences of making a gift to any particular organization. No information on this Site should be construed as tax or financial advice. The Matching Gift Information and Matching Gift Organization information consists of statements of opinion and not statements of fact or recommendations to utilize the services of any specific Matching Gift Organization, nor a recommendation to participate in such program. You should obtain any additional information necessary to make an informed decision prior to donating through any specific Matching Gift Organization.

You assume all responsibility in connection with choosing any Matching Gift Organization, whether or not you obtained information about such Matching Gift Organization on or through this Site. HEP Development and its licensors, suppliers and affiliates (collectively, the "Affiliates"), and the directors, officers, agents, and representatives of each, assume no (and hereby disclaims all) responsibility or liability of any kind, for any advice, treatment or other services rendered by any Matching Gift Organization, or for any other claims that may arise directly or indirectly from any such advice or other services.

2. License

Upon clicking "I Accept," HEP Development grants you a revocable, non-exclusive, non-transferable, limited license to access and view this Site and the Site Materials, and to copy, download, store and/or print only a single copy of any Site Materials, solely for your non-commercial, personal use and not for resale, disclosure or distribution to anyone else. With respect to any permitted copy of the Site Materials, you will reproduce and include all copyright, confidentiality and other proprietary notices included in such Site Materials on any such copy. All rights not expressly granted to you herein are reserved by HEP Development; there are no implied licenses under this Agreement. The license granted to you in this User Agreement is expressly conditioned on your continued compliance with this User Agreement. Please note that HEP Development, in its sole discretion, may change this User Agreement from time to time and your continued use of this Site or any Site Materials after any such change takes effect will be deemed to constitute your acceptance of and agreement to the changed User Agreement.

3. Ownership; Confidentiality

As between you and HEP Development, all right, title and interest in and to the Site and the Site Materials, including without limitation the Matching Gift Information, and the comments sections of the data forms, together with all intellectual property rights embodied therein, are the property of HEP Development or HEP Development's Affiliates. The Site and Site Materials are protected by law, including but not limited to U.S. and international copyright law, trademark law, trade secret law, as well as other state, federal, and international laws, regulations and treaties (collectively, "IP Laws"). HEP Development does not claim any rights in unaltered government data.

You agree not to engage in any activity that would constitute copyright infringement with respect to the Site Materials, including without limitation the Matching Gift Information, and/or the comments sections of the data forms. You acknowledge that HEP Development selected, compiled, arranged and adjusted data and information regarding Matching Gift Organizations and the Matching Gift Information are original compilations (as defined by the 1976 Copyright Act, 17 U.S.C. § 101) containing material wholly and exclusively original to HEP Development. You may not reproduce, create derivative works of, distribute, publicly perform or publicly display the Site Materials or any portion thereof without HEP Development' prior written consent. By way of illustration but not limitation, except as expressly permitted in this User Agreement or otherwise permitted by us in writing, you may not, directly or indirectly, transmit, download, upload, post, sell, rent, license, transfer, disclose, mirror, frame, reverse engineer, decompile, disassemble, or use any aspect of this Site or any Site Materials (including, but not limited to, any Matching Gift Information), in whole or in part, in any form or by any means. Also by way of illustration but not limitation, except as expressly permitted in this User Agreement or otherwise permitted by us in writing, you may not, directly or indirectly, use any of the Matching Gift Information for any purposes other than your personal, non-commercial evaluation of Matching Gift Organizations, to compile mailing lists or other lists of Matching Gift Organizations for commercial purposes, to establish independent data files or compendiums of statistical information or in violation of any applicable laws or regulations. Additionally, you may not use any metatags or any other "hidden text" utilizing the name "HEP Development" without our prior written permission.

Further, you agree not to engage in any activity that would constitute unfair competition or trademark infringement in connection with the Site Materials, including without limitation the Matching Gift Information. You acknowledge that HEP Development, (GiftPlus®, MatchingGifts.com™, E-Match Donor Link™, AutoMatch®, Employer Find™, InTouch™, WealthTracker™) are service marks and trademarks of HEP Development. You acknowledge that HEP Development actively and extensively uses and promotes the HEP Development Marks and that there is substantial goodwill associated with the HEP Development Marks. You agree not to cite (orally, in writing or otherwise), reproduce or re-publish the Matching Gift Information and HEP Development Marks in any manner likely to deceive or cause confusion in the marketplace. You understand and agree that, due to the nature of HEP Development' products and services, any unauthorized citation, reproduction or re-publication of the Matching Gift Information and use of any of the HEP Development Marks is likely to be deceptive and cause confusion in the marketplace, suggest non-existent sponsorship or endorsement by HEP Development, misappropriate HEP Development' reputation, goodwill business opportunities and revenues, or otherwise misappropriate the cachet of HEP Development' products and/or services; thus, you agree not to cite (orally, in writing or otherwise), reproduce or re-publish the Matching Gift Information and HEP Development Marks without the prior written permission of HEP Development and you hereby waive any right to assert any "nominative fair use" or "nominative use" defense in any trademark infringement action brought against you in the event that you do cite, reproduce or re-publish the Matching Gift Information and HEP Development Marks without the prior written permission of HEP Development. You further acknowledge that other names and logos contained in this Site or in the Site Materials are trademarks and service marks of third parties and may not be used without the permission of the trademark or service mark owner.

The Matching Gift Information constitutes confidential and valuable proprietary compilations owned by HEP Development. You will protect the confidentiality of (and not disclose to any person) the Matching Gift Information for three (3) years from the date you accessed such information, by using at least the same degree of care as you use to protect your own confidential information, but no less than a reasonable degree of care. Your disclosure of information contained in the Matching Gift Information pursuant to a judicial or administrative order will not be deemed to be a breach of this User Agreement, provided that you provide timely written notice of such order to HEP Development and reasonably cooperate with HEP Development efforts to contest or limit the scope of such order. Any breach of the foregoing confidentiality obligation will cause HEP Development irreparable harm for which there is no adequate legal remedy. In the event of any actual or threatened breach of this Agreement, HEP Development will be entitled to obtain injunctive and all other appropriate relief from a court of competent authority, without being required to: (a) show any actual damage or irreparable harm; (b) prove the inadequacy of its legal remedies; or (c) post any bond or other security.

Please be aware that we actively and aggressively enforce our intellectual property rights to the fullest extent of the law. Please send an e-mail to info@hepdata.com to receive additional information about the possibility of alternative arrangements regarding the Matching Gift Information.

4. Term and Termination

This User Agreement will take effect at the time you click "I Agree" or access, use or browse this Site or any Site Materials. We reserve the right, at any time and for any reason, without notice to you: (a) to deny you access to this Site, the Site Materials or any portion thereof; (b) to change, remove or discontinue the Site or any portion thereof, or any of the Site Materials or services available on or through this Site; or (c) to terminate this User Agreement. Upon termination of this User Agreement, all licenses granted to you under this User Agreement immediately and automatically terminate and you may no longer access, browse or otherwise use this Site, the Site Materials or any portion thereof.

5. Links to Other Sites

This Site may contain links to other sites on the World Wide Web for the convenience of our users. These other sites have not been reviewed by us and are maintained by third parties over which we exercise no control. Accordingly, we expressly disclaim any responsibility for the content, policies and practices of these other sites and for the availability, accuracy, reliability, completeness, currency, quality, performance or suitability of the information, products and services available or advertised on or through these other sites. Moreover, these links do not imply, directly or indirectly, our endorsement of or affiliation with any other site or site owner, or any information, products or services provided by any third party. When leaving this Site, you should be aware that our terms and policies may no longer govern, and, therefore, you should review the applicable terms and policies of each linked site.

6. Third Party Content and Privacy Information Delivered to Third Parties

Some of the Site Materials, including but not limited to, certain healthcare information, product reviews, news, data, research, analysis and opinions, are provided by independent information providers ("IIPs"). We make no representations with respect to, nor do we guarantee or endorse the availability, accuracy, reliability, completeness, currency, quality, performance, suitability, or correct sequencing of any information, materials or other content provided by any of the IIPs. We do not endorse, oppose or edit any opinion or analysis expressed by any of the IIPs. We assume no responsibility or liability for any information, materials or other content provided by any of the IIPs. Moreover, any private information you deliver to third parties accessed through a link at the Site will be held subject to the privacy policies of that third party, and not HEP Development.

7. Permission to Use Your Submissions

Any and all information, suggestions, feedback, ideas, concepts, comments, illustrations and other materials that you disclose or offer to us on or in connection with this Site or any Site Materials ("Submissions") are submitted without any restrictions or expectation of confidentiality. You hereby assign to us without compensation or further obligation, all rights now known or hereafter existing to use, allow others to use, or assign the right to use, the Submissions. You further agree that your Submissions may be used without restriction for any purpose whatsoever, commercial or otherwise, without compensation to you, including the right to use, reproduce, modify, adapt, publish, transmit, publicly perform or display, translate, create derivative works from, or otherwise communicate to the public the Submissions on this Site or elsewhere by us, our assigns or others we have allowed to use your Submissions. You will not assert any proprietary right or moral right of any kind with respect to any Submissions.

8. Confidentiality on the Internet

Use of the Internet is solely at your own risk and is subject to all applicable local, state, federal, and international laws and regulations. While we have endeavored to create a secure and reliable site, please be advised that the confidentiality of any communication or material transmitted to us over the Internet cannot be guaranteed. Consequently, neither we nor our Affiliates are responsible for the security of any information transmitted via the Internet, the accuracy of the information contained on this Site, or for the consequences of any reliance on such information. You must make your own determination as to these matters.

9. Electronic Communications with HEP Development

Should you elect to send or receive e-mail communications of any kind to or from HEP Development, you represent and warrant to HEP Development that your e-mail service has appropriate and adequate security systems necessary to prevent unauthorized access to outbound or inbound e-mail transmissions. You further agree that the content (including any Site Materials) in any e-mail or other electronic communication you receive from HEP Development is subject to the provisions of this User Agreement.

10. Site Monitoring

We reserve the right to view, monitor and record activity on this Site without notice to or permission from you. We may disclose any records, electronic communications, information, materials or other content of any kind: (a) if we believe in good faith that the law or legal process requires it; (b) if such disclosure is necessary or appropriate to operate this Site; or (c) to protect our rights or property or the rights or property of our users and business partners. However, we are not responsible for screening, policing, editing or monitoring this Site.

We are committed to complying with copyright and related laws, and expect all users of this Site to comply with such laws as well. Using this Site to transmit any content or to engage in any activity that infringes any copyright or any other right of a third party violates this User Agreement. You represent and warrant to HEP Development that you own, or are otherwise lawfully authorized to use, any information, materials or other content that you transmit to or through this Site, and that the use of the same does not violate copyright or related laws and will not cause injury to any person or entity.

If notified of an allegation that this Site contains infringing, defamatory, damaging, illegal or offensive records, electronic communications, information, materials or other content, we may, but have no obligation to, investigate the allegation and determine in our sole discretion whether to remove or request the removal of the same from this Site. Notices to us regarding any alleged copyright infringement on this Site should be directed to HEP Development at the following e-mail address: info@hepdata.com.

11. Events Beyond Our Control

You absolve and release us and our Affiliates from any claim of harm resulting from any cause(s) over which we or they do not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses or other damaging code or data, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, or governmental restrictions, and disclosure of your private health information that you have provided to third parties through links on our Site.

12. Disclaimers

THIS SITE AND THE SITE MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ARE INTENDED FOR INFORMATIONAL PURPOSES ONLY. WHILE WE ENDEAVOR TO PROVIDE THE MOST ACCURATE, UP TO DATE INFORMATION AVAILABLE, THE SITE MATERIALS MAY CONTAIN TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MAY BE CHANGED OR UPDATED WITHOUT NOTICE.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, QUALITY, PERFORMANCE OR SUITABILITY OF THIS SITE, THE SITE MATERIALS, OR ANY PRODUCTS, SERVICES OR RESULTS OBTAINED ON OR THROUGH THIS SITE; AND (B) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, THAT THIS SITE OR ANY SITE MATERIALS WILL ASSIST YOU IN IDENTIFYING A SUITABLE MATCHING GIFT ORGANIZATION OR FOR ANY OTHER PURPOSE. WE DO NOT REPRESENT OR WARRANT THAT THIS SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE AND THE SITE MATERIALS IS ENTIRELY AT YOUR OWN RISK.

FURTHER, WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY MAKE WITH MATCHING GIFT ORGANIZATIONS OR WITH THIRD PARTIES WHO OFFER PRODUCTS OR SERVICES ON OR THROUGH THIS SITE, AND YOU WILL LOOK SOLELY TO SUCH MATCHING GIFT ORGANIZATIONS AND THIRD PARTIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR SUCH PRODUCTS OR SERVICES.

13. Limitations of Liability

NEITHER WE NOR OUR AFFILIATES WILL BE LIABLE FOR ANY DAMAGES RESULTING FROM YOUR USE OF, OR RELIANCE UPON, THIS SITE, ANY SITE MATERIALS, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE. IN THE EVENT OF ANY PROBLEM WITH THIS SITE, ANY SITE MATERIALS, OR ANY PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE, YOUR SOLE REMEDY IS TO CEASE USING SUCH ITEM(S).

UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, PROPRIETORS, PARTNERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SERVANTS, ATTORNEYS, PREDECESSORS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY, OR LOSS OF USE) ARISING OUT OF USE OF THIS SITE, ANY SITE MATERIALS, ARRANGEMENTS MADE BASED ON INFORMATION OBTAINED ON OR THROUGH THIS SITE, OR PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THIS SITE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, this limitation may not apply to you.

14. Indemnity

You will defend, indemnify, and hold harmless HEP Development and our Affiliates, and our and their respective directors, officers, shareholders, proprietors, partners, employees, agents, representatives, servants, attorneys, predecessors, successors and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees and litigation expenses), relating to or arising from (a) your use of this Site, any Site Materials, or any products or services obtained on or through this Site, (b) any arrangements you make based on information obtained on or through this Site or (c) any breach by you of this User Agreement.

15. Governing Law and Selection of Venue

Regardless of the jurisdiction in which you work or reside, this User Agreement is made in the Commonwealth of Virginia, and will be construed and enforced in accordance with Virginia law (without regard to its provisions governing conflicts of law), as applied to agreements entered into and completely performed in Virginia.

ANY ACTION ARISING OUT OF THE CONTENT OF THIS SITE, YOUR USE OF THE SITE MATERIALS OR YOUR UNAUTHORIZED CITATION, REPRODUCTION OR RE-PUBLICATION OF ANY MATCHING GIFT ORGANIZATION MATCHING GIFT INFORMATION OR USE OF ANY HEP DEVELOPMENT MARKS, OR ANY ACTION TO ENFORCE THIS USER AGREEMENT WILL BE BROUGHT ONLY IN THE FEDERAL OR STATE COURTS PRESIDING IN LOUDOUN, VIRGINIA, U.S.A., AND YOU EXPRESSLY AGREE TO BE SUBJECT TO THE JURISDICTION OF SUCH COURTS. USE OF THIS SITE IS LIMITED SOLELY TO PERSONS WHO AGREE TO RESOLVE ANY AND ALL DISPUTES PERTAINING TO THIS SITE IN THE FEDERAL AND STATE COURTS OF VIRGINIA, AND SUCH AN AGREEMENT IS AN EXPRESS CONDITION TO USE OF THIS SITE.

This Site is controlled and operated by HEP Development from its offices within the United States. We make no representation that this Site or the Site Materials are appropriate or available for use outside of the United States, and access to this Site or the Site Materials from territories where their contents are illegal is prohibited. Those who choose to access this Site or the Site Materials from locations outside of the United States do so of their own volition and are responsible for compliance with applicable local laws.

16. Notices; Contacting HEP Development

All notices to you will be sent to the e-mail address that you provide to us if and when you communicate with us. Such notice will be deemed given one business day after the e-mail is sent.

If you have any questions about this User Agreement, the Site or the Site Materials, or if you need to notify us, then contact us at info@hepdata.com or at the following address:

HEP Development Services
105 Loudoun St, SW

Suite One
Leesburg, VA20175

17. Miscellaneous

The following provisions will survive the termination of this User Agreement: 1; 3; 5; 6; 7; 8; 9; 10; 11; 12; 13; 14; 15; 16; and 17. Failure to insist on strict performance of any provisions of this User Agreement will not operate as a waiver of any subsequent default or failure of performance. No waiver of any provision of this User Agreement will be valid unless in writing and acknowledged in writing or electronically by both parties. If any portion of this User Agreement is adjudged invalid or unenforceable by a court of competent jurisdiction, the remaining portions will remain valid, enforceable, and in effect, and the parties will promptly substitute for the invalid provision an enforceable provision which resembles the invalid provision as closely as possible in intent and economic effect. No joint venture, partnership, employment or agency relationship exists between you and HEP Development as a result of this User Agreement or your use of this Site or any Site Materials. This User Agreement constitutes the entire agreement between you and HEP Development with respect to your use of this Site and the Site Materials, and supersedes any and all prior understandings or agreements between you and HEP Development, whether written or oral. You acknowledge that, in providing you access to and use of this Site and the Site Materials, we have relied on your acceptance of this User Agreement.