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Terms of Use

Last Updated: June 3, 2022

 

Acceptance of Terms

The following terms and conditions (these “Terms of Use”) govern your use of the Council of Michigan Foundations' (“CMF”, “we”, “us” or “our”) website and all other websites, mobile sites, services, applications, platforms and tools where these Terms of Use appear or are linked (collectively, the “Site”). This Terms of Use constitute an agreement between you and CMF.  By accessing and using the Site, including all information, knowledgebase, documents, communications, files, text, graphics, software, and products available throughout the Site, creating an account, providing information to us (by any means, whether in correspondence, via our Site, or otherwise), or using our services you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.

If you do not agree with these Terms of USe or our practices, you may not use our SITE.

 

Changes to these Terms of Use

It is your responsibility to review these Terms of Use periodically. These Terms of Use were published on the date “Last Updated” above. If you do not agree to these Terms of Use, please do not use the Site or our services.

CMF may occasionally modify these Terms of Use, in our sole discretion, at any time without notice to you, so please check back periodically because any information that you submit after a change has been posted will be subject to the modified Terms of Use.

YOUR CONTINUED USE OF OUR SITE CONSTITUTES YOUR ACCEPTANCE OF THOSE CHANGES.

 

Account Registration

To create an account, you may be asked to submit certain information, which may include your name and/or a username, email address, and password. All of the information you provide to us must be accurate and complete. You agree to keep this information up to date; failure to do so may result in termination of your account or an inability to access the Site.  Each time you use your password or identification, you will be deemed to be authorized to access and use the Site in a manner consistent with these Terms of Use and we have no obligation to investigate the authorization or source of any such access or use of the Site.

Your account is for your personal use only. You may not authorize others to use your account, and your account is not transferable or sub-licensable to third parties. You obtain no ownership rights in the Site or any content contained therein by creating an account. Instead, you are given a license to use our Site in accordance with these Terms of Use. The license to the Site, and any information regarding your use of the Site, will be valid so long as you remain in compliance with these Terms of Use. However, we may retain and use the information about your use of the Site as set forth in our Privacy Policy and our other policies.

YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SITE AND YOUR ACCOUNT BY ANYONE USING YOUR PASSWORD AND IDENTIFICATION WHETHER OR NOT SUCH ACCESS TO AND USE OF THE SITE OR YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.

You represent and warrant that: (i) you will be the only person accessing the Site through the account you create; (ii) you will keep your account credentials, including password, secure; and (iii) you will notify us any suspected breach of security or unauthorized use of your account.

You are solely responsible for protecting the security and confidentiality of your password and identification. We are not liable for any damages that result from unauthorized account access or use. You are solely responsible for the use of your account, how you use the Site and your interactions with third parties through your use of the Site. You acknowledge that we are not liable for third-party access to your account that results from theft or misappropriation of your user name and password including any activities that occur using your account after any improper access event, theft or misappropriation. You shall immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of the Site’s security.

 

Intellectual Property and Copyright Policy

CMF provides the materials on the Site in order to advance the public interest for educational and guidance purposes only.  We do not provide, and the information available through the Site does not constitute, specific financial, investment, accounting, tax, or legal advice.  While these documents may serve as an excellent starting point for drafting or revising similar documents, we strongly recommend independent judgment and the advice of competent legal counsel.  If you rely on any information or service available through the Site, you do so at your own risk. You understand that you are solely responsible for any damage or loss you may incur that results from your use of any service or any material and/or data downloaded from or otherwise provided through the Site. 

Unless otherwise explicitly indicated elsewhere in these Terms of Use all rights, including all intellectual property rights, title and interest in and to the material contained on the Site, including without limitation, the text, software, scripts, graphics, photos, sounds, videos, and the like and the trademarks, service marks, and logos contained therein belongs to CMF or its licensors. You acknowledge and agree that the Site, and any necessary software used in connection with the Site, may contain proprietary and confidential information that is protected by applicable laws governing intellectual property, proprietary rights and the like. All Site code and specifications are subject to their stated or implied licenses. The trademarks and other elements appearing on the Site are protected by US, and international copyright, trade dress, patent, and trademark laws, international conventions and other relevant and applicable laws.

Notwithstanding the foregoing, CMF grants a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable license to individuals and nonprofit organizations to reproduce materials from the Site (except where noted) and to access and use the Site (including updates and upgrades that replace or supplement them in any respect and which are not distributed with a separate license, and any documentation) provided that users:

  • attribute the materials to CMF;
  • affix references to CMF on all reproductions;
  • make no changes to the materials;
  • refrain from any redistribution of the materials; and
  • not remove, erase, or tamper with any legal notices, credits, copyright, trade names, logos, color schemes, service marks, slogans, other proprietary or trademark notice, or similar means of identifying products or services (collectively, the “Marks”) displayed, printed or stamped on, affixed to, or encoded or recorded in the materials, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to CMF’s rights in the material.

 

Framing

You may not, without our express written permission, frame any of the content of the Site, or incorporate into another website or other service any material, content or intellectual property belonging to us, our parent or affiliate companies, or any of their licensors.

 

Trademarks

You may not use any trademark or service mark appearing on the Site without the prior written consent of the owner of the mark.

 

Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to us through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-form at, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Site.

 

Respect for Intellectual Property Rights

CMF respects the intellectual property rights of authors and publishers.  We properly attribute and reference materials on our Site.  When hosting documents in our Knowledgebase, we only do so with the copyright holder’s permission. 

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Sites infringe your copyright, you (or your agent) may send to us a written notice by mail, e-mail or fax, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details.

If you believe that your copyrighted material has been copied, posted, or distributed on the site in a way that infringes your copyright rights, please send written notice to our office:

Council of Michigan Foundations
125 Ottawa NW, Suite 437
Grand Rapids, MI 49503

In accordance with copyright law, please include in your written notice: (i) a detailed description of the work you believe is being infringed; (ii) a description of the location on the Site where the allegedly infringing content appears; (iii) your contact information, including name, address, telephone number, and email address; (iv) a statement that you have a good-faith belief that the allegedly infringing use is not authorized by you as the copyright owner, by your agent, or by law; (v) a statement affirming that, under penalty of perjury, the information in the notice is accurate and that you are, or are authorized to act on behalf of, the copyright owner; and (vi) your original or electronic signature.

WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.

 

Use of this Web Site

We reserve the right to deny access to the Site to anyone who violates these Terms of Use or who, in our judgment, interferes with the ability of others to enjoy our Site, whose conduct or content is offensive or illegal, violates the rights of, harms, or threatens to harm third parties, or may create liability for CMF or third parties, or infringes the rights of others. We also reserve the right (but assume no obligation) to delete, move, or edit any postings that come to our attention that we consider to be in violation of these Terms of Use, unacceptable or inappropriate, whether for legal or other reasons. We will comply with the requirements of the law regarding disclosure of any messages to others, including law enforcement agencies.

Without limiting the foregoing, we may immediately suspend or terminate your use of the Site if you engage in any of the following prohibited activities (nor shall you authorize or assist any person to do, any of the following):

  • Uploading, posting, emailing, transmitting or otherwise making available any content that is unlawful, harmful, threatening, abusive, libelous, or obscene;
  • Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
  • Forging headers or otherwise manipulating identifiers in a manner that disguises the origin of any content you transmit in any manner through the Site;
  • Uploading, posting, emailing, transmitting or otherwise making available any content that you do not have a right to make available under any law or under any contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • Uploading, posting, emailing, transmitting or otherwise making available any content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
  • Uploading, posting, emailing, transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation, without CMF’s prior written approval;
  • Uploading, posting, emailing, transmitting or otherwise making available any content or material that contains software viruses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications or other equipment, or to cause a security breach of such software, hardware or telecommunications or other equipment;
  • Interfering with or disrupting any servers or networks used to provide the Site, or disobeying any requirements, procedures, policies or regulations of the networks we use to provide the Site;
  • Using the Site for any illegal or unauthorized purpose;
  • Violating any applicable local, state, national or international law, including, but not limited to (i) all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside, (ii) regulations promulgated by the U.S. Securities and Exchange Commission, and (iii) any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
  • “Stalking” or otherwise harassing another;
  • Instigating or encouraging others to commit illegal activities or cause injury or property damage to any person;
  • Collecting or storing personal data about other users;
  • Gaining unauthorized access to our Site, or any account, computer system, or network connected to the Site, by means such as hacking, password mining or other illicit means; or
  • Obtaining or attempting to obtain any materials or information through any means not intentionally made available through the Site.

In addition, some of the materials on the Site are subject to specific restrictions with respect to use.  You expressly agree that you will comply with any and all restrictions.  Any user who duplicates electronically or in printed form, re-transmits, redistributes, or otherwise uses materials on this Web site shall be solely responsible for any violations of copyright, proprietary or other personal rights including libel, slander, or any other personal injury arising out of his or her use of such materials.

CMF reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including (without limitation) cooperating with law enforcement authorities in prosecuting users who have participated in such violations, barring you from accessing the Site, and terminating your account. Without limiting our rights and your limitations under these Terms of Use, if you use, or attempt to use the Site, the Marks or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Services), you may also be subject to civil and criminal liability.

 

Indemnification

To the fullest extent permitted under applicable law, you hereby agree to indemnify, defend, and hold CMF and our subsidiaries, affiliates, and licensors, and the officers, directors, business partners, employees and agents and their respective successors and assigns of each of these (the “Indemnified Parties”), harmless from and against any claims, demands, losses, or damage, causes of action, debt, judgments, awards, liabilities, expenses, costs, fees, and expenses including reasonable attorney’s fees, made by any third party and to the extent that such action is based on, arises out of your, or is resulting from your use of the Site, your breach, violation or alleged violation of these Terms of Use, any other person accessing the Site using your account, or your ability or inability to use the Site, your violation of the rights of any third party, or any other activities of yours accomplished using the Site. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as is reasonably requested by the Indemnified Parties.

No Warranties

While we try to maintain the timeliness, integrity and security of the Site, the Site may include inaccuracies, errors and materials that violate or conflict with these Terms of Use. Additionally, third parties may make unauthorized alterations to the Site. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, we accept no liability for them.

THEREFORE, WE DO NOT PROMISE, COVENANT, REPRESENT, WARRANT OR GUARANTEE THAT YOU OR ANY OTHER USER OF THE SITE WILL OBTAIN ANY PARTICULAR OR TANGIBLE RESULT OR GOAL THROUGH THE USE OF THE SITE, OR ANY PRODUCT OR SERVICE MADE AVAILABLE ON OR THROUGH THE SITE.

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, THE SITE AND ALL MATERIALS, INFORMATION AND SERVICES AVAILABLE THROUGH IT, ARE PROVIDED TO YOU ON AN "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND.  TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE, OUR AFFILIATES, AGENTS AND LICENSORS DISCLAIM ALL WARRANTIES AND GUARANTEES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ADDITIONALLY, WE, OUR AFFILIATES, AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE MATERIALS, INFORMATION AND SERVICES AVAILABLE THROUGH THE SITE, NOR DO WE GUARANTEE THAT THE MATERIALS, INFORMATION, SITE , SERVICES, OR THE SERVIER THAT MAKES THE SITE AVAILABLE WILL BE ERROR-FREE, CONTINUOUSLY AVAILABLE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS NOR THAT THE DEFECTS WILL BE CORRECTED.

APPLICABLE LAW MAY NOT ALLOW LIMITATIONS OR EXCLUSIONS ON WARRANTIES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

Limitation of Liability

YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE OR ANY SERVICE AVAILABLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, PERSONAL INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SITE, OR YOUR INABILITY TO ACCESS OR USE THE SITE, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES ON ANY THEORY OF LIABILITY WHETHER FRAMED IN CONTRACT, TORT, OR STRICT LIABILITY, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF THE INDEMNIFIED PARTIES. 

Your sole remedy for dissatisfaction with the Site including, without limitation, content on the Site, is to stop using the Site. Such limitation shall also apply with respect to any information or advice received through or advertised in connection with the Site or any links on the Site.

These limitations of liability shall apply even if a limited remedy fails of its essential purpose. The limitation of liability herein applies to all liabilities in the aggregate, including, without limitation, those resulting from your use or your inability to use the Site, or from any Third-Party Sites (defined below), including from any virus that may be transmitted in connection therewith, or any other matter arising from or relating to the Site. The limitations in this section do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. Some states do not allow the exclusion or limitation of certain categories of damages.  In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Site, or under these Terms of Use whether in contract, tort (including without limitation negligence, strict liability and other actions in contract or tort) or otherwise, shall not exceed, under any circumstances, fifty dollars ($50). THIS PROVISION SHALL HAVE NO EFFECT ON THE CHOICE OF LAW PROVISION SET FORTH BELOW.

 

Links

CMF provides links to other websites operated by third party organizations and information made available by third parties, including our third-party licensors, (collectively, “Third-Party Site”) as an aid to our users.  We believe all factual material contained in the Site to be reliable, but we are not responsible for, and cannot guarantee the performance of, goods and services provided by others to whose websites we link.  We have no control over, nor are we responsible for, these Third Party Sites and any Intellectual Property Rights therein, their contents, accuracy, validity, timeliness, completeness, reliability, integrity, legality, usefulness, safety, actions, and/or availability. Nothing in these Terms of Use will be deemed to be a representation or warranty by us with respect to any Third-Party Sites. We have no obligation to monitor Third-Party Sites, and we may block or disable access to any Third-Party Site (in whole or part) through the Site at any time. Additionally, a link to a Third-Party Site does not constitute our endorsement of, or our affiliation with, any provider of such Third-Party Site (nor of any product, service or other material offered on such Third-Party Site), nor does such availability create any legal relationship between you and any such provider..

Each Third-Party Site has its own separate privacy and data collection practices independent of CMF. Your use of the Third-Party Site or locations will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with Third-Party Terms. You should contact the site administrator for the applicable Third-Party Site if you have any concerns regarding such links or the content located on any such Third-Party Site.

 

Privacy Policy

CMF respects the privacy of our Site users. Our Privacy Policy explains how your personal information will be collected and used as well as other information regarding your privacy. Our Privacy Policy is referenced, incorporated, and subject to these Terms of Use. By agreeing to these Terms of Use, you are also agreeing to the Privacy Policy and you consent to (a) the processing of your personal information as explained in the Privacy Policy and (b) the collection of information from your device as explained in the Privacy Policy. To the extent there is an inconsistency between these Terms of Use and the Privacy Policy, these Terms of Use shall govern.

 

Notice for California Residents Pursuant to CA Civil Code Section 1789.3

Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R. Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

 

Miscellaneous

Nothing contained herein shall be deemed to create any agency, partnership, joint venture, or other relationship between the parties or any of their affiliates, and neither party shall have the right, power, or authority under these Terms of Use to create any duty or obligation on behalf of the other party. These Terms of Use and the Privacy Policy constitute the entire agreement between you and CMF and govern your use of the Site, superseding any prior agreements between you and CMF (including, but not limited to, any prior versions of the Terms of Use or Privacy Policy) and any prior representations by CMF. These Terms of Use have been made in and shall be construed in accordance with the laws of the State of Michigan without regard to its conflict of laws provisions.  By using the Site, you agree to submit to the personal and exclusive jurisdiction of the federal or state courts of record sitting in Wayne County, Michigan in all disputes arising out of or relating to these Terms of Use or the Site.  The parties expressly consent to the jurisdiction and venue of such courts and waive any claim that any such court is or would be an inconvenient forum.  Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.  If any provision of these Terms of Use are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use shall remain in full force and effect.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

 

Contact Us; Comments and Questions

We strive to ensure that your visit to our Site is a satisfactory one. If you have any questions, comments, or concerns about our Terms of Use or our practices, you may contact us by sending an e-mail to [email protected], by telephone at 616-842-7080 or by mail at 125 Ottawa NW, Suite 437, Grand Rapids MI 49503.

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