Terms and Conditions

Welcome to ds-connex. The terms and conditions govern your access to and use of this website, use of our fundraising solution Stride®, and all social media support services, that ds-connex makes available to Down Syndrome Walk event coordinators, volunteers, participants, donors, and all others users, collectively called Users of the ds-connex service (the Services).

1. Responsibilities

(a) Your Responsibilities. In accordance with terms and conditions contained herein, by accessing the Services, you agree to:

1. be bound by the terms and conditions set forth herein;

2. comply with the Privacy Policy in the form set forth at www.ds-connex.org/privacy-policy/;

3. comply with any technical specifications, rules of operation or security procedures set forth by ds-connex from time to time on the Services. From time to time we may revise or modify these terms and conditions by posting the revised terms and conditions through a link on our Site. While we will endeavor to provide notice to you of any changes to these terms and conditions, whether or not we provide notice to you, you will be bound by the revised terms and conditions for all subsequent uses of the Services after such modifications have been made. If you do not agree to any of the terms and conditions set forth herein, you may not use the Services;

4. record all online donations, offline cash and check donations, registration fees, online merchandise, matching employer donations, and all monies of any kind (collectively the Event Proceeds), where a donor received a receipt for their donation to the Buddy Walk event, into Stride® to accurately reflect the communities contribution to the event and the organization’s fundraising performance;

5. provide Authorized.net for credit card processing of all donations from individuals, businesses, sponsors and any other entity. The account must be owned by a qualified nonprofit organization and the account holder will have full responsibilities for all credit card and banking fees associated with processing donations for the event; and

6. allow ds-connex to offer merchandise/trinkets at your Down Syndrome Walk, through the Stride® cart system, to enhance your participants experience, increase the awareness of Down syndrome and to raise additional donation to support programs nationwide.

(b) Ds-connex Responsibilities to Stride® Users. In accordance with terms and conditions contained herein, as a User, You authorize ds-connex to provide as Your agent and on Your behalf, the following services (the Services). Ds-connex will

1. comply with the Privacy Policy in the form set forth at www.ds-connex.org/privacy-policy/;

2. host and provide access to the public registration system for the Down Syndrome Walk event through the Stride® fundraising solution and all its features;

3. process event participants and record of donations (Donations) made by individuals or entities (Donors);

4. automatically generates and sends a series of emails including registration confirmations, thank you notes and donation receipts to walk participants and donors. Ds-connex will make available to the Down Syndrome Walk event coordinator (i.e., an individual authorized by a nonprofit organization whose supporters use the Site to raise money for your event), online reports identifying, where available, the name, address, email and transaction accounting details of the individuals or entities that have made Donations to their organization along with amount of the Donation.

(c) Ds-connex Responsibilities to Website User Accounts. We make Stride user forums and reports specific to each Down Syndrome Walk event, accessible only to registered and authorized Users. Access to and use of password-protected and secure areas is restricted to users who have created an account. When creating an account, you will be asked for your name, address, email address, and other information to identify yourself or your organization. Any attempt to access restricted areas without authorization is prohibited. You are responsible for maintaining the confidentiality of your password and it should be kept in a secure place.

2. Donations to Down syndrome Organizations All donations to nonprofits are made as unrestricted gifts and may not be specified for any particular purpose. The amount of donations to the nonprofit designated by you are charged on your credit card and paid directly to the authorized organization hosting the Down Syndrome Walk event.

3. Website and Stride Information

Any information posted by Users of the ds-connex Services do not necessarily reflect our views. We do not assume responsibility for the accuracy of any information, directions, descriptions, advice or event materials posted by users and are not liable for any claims, damages or losses resulting from such information, directions, descriptions, advice or event materials. If you post any information, directions, description, advice or event materials on our website or Stride®, you authorize us to use and publish such materials without any obligation to compensate you. You agree that you will not:

1. Upload information, or images that is unlawful, harmful threatening, abusive, obscene, defamatory, or otherwise objectionable, or that may interfere another user’s right of privacy;

2. Upload files that contain viruses, trojan horses, worms, or corrupted files that may damage the operation of a computer;

3. Upload any trademarks, logos, copyrighted material or other intellectual property without the authorization of the owner; or

4. Harvest or otherwise collect information about others, including email addresses.

4. Links to Third Party Websites

Within our website and Stride®, Users may provide hyperlinks to sponsors or third-party websites that support the Down Syndrome Walk event. We provide such links solely for the convenience of our Users. We do not review or endorse, and are not responsible for, any content, advertising, products, services or other materials on or available from such websites or services. You assume full responsibility for your use of third-party websites.

5. Trademarks and Service Marks

The names ds-connex and Stride®; the ds-connex logo and any other product and service names that we may present on the website or within Stride® may not be used in connection with any product or service that is not associated with the Down syndrome Buddy Walk event. Other trademarks, service marks or logos that appear on the website or Stride® in particular (but not exclusively) those of Down syndrome organizations registered with ds-connex are the property of their respective owners and are likely to be registered trademarks and subject to restrictions as to their use. They must not be used without the express permission of both ds-connex and the trademark owner.

6. Propriety Rights

(a) Trademarked Material. You own all your Marks provided by you in connection with your use of the Services (collectively, “Your Materials”). You hereby grant to ds-connex a nonexclusive, royalty-free transferable, fully paid-up world-wide license to use, copy, display, transmit, publish and distribute Your Materials for the sole purpose of providing the services described in these terms and conditions. Without limiting the generality of the foregoing, Ds-connex obtains no other right, title or interest in Your Materials except as set forth herein.

(b) ds-connex Material. Ds-connex shall retain all Intellectual Property Rights in the software, tools, designs, documentation, data and any other material developed or provided by ds-connex pursuant to these terms and conditions, including but not limited to the Services and any data, text, pictures, graphics, logos, marks, symbols, video, or other digital material provided by ds-connex pursuant hereto.

7. Acceptable Use Policy for Forums and Blogs

Our website contains blogs and forums (collectively, “Forums”) that permit members of the Down syndrome community to post comments. The views expressed in such posts belong solely to their respective authors and do not necessarily reflect the views of ds-connex. If you find any posts in these Forums to be offensive or objectionable, please contact us via email at support@ds-connex.org. If we determine that removal of a post or posts is necessary, we will make reasonable efforts to do so in a timely manner. By using these Forums, you agree to the following:

• By posting messages (collectively, the “content”), you grant ds-connex, a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to use, transmit, publicly display any such content on the site to which it was contributed.

• If you contribute any graphic images or photographs, you accept all liability for any issues that may arise from such content. Please do not submit any images or photographs for which you do not have authority to post such material.

• You will not post any material that is knowingly false, misleading, or inaccurate.

• You will not use profanity in our Forums, and will neither post with language or content that is obscene, sexually oriented, or sexually suggestive nor link to sites that contain such content.

• You will respect other people’s right to personal privacy.

• You will not post any copyrighted material, nor link to any copyrighted material (with the exception of publicly available sites and pages that the legal owners of the copyrights have created to make that material freely available to the general public), unless that copyright is owned by you or by these Forums.

• You will not post messages that are clearly outside of the stated topic of any Forums. We reserve the right to delete any message and/or restrict posting rights in our Forums for any reason whatsoever.

8. Copyright

Except as otherwise expressly stated, all content on this Site is owned by ds-connex, the Down syndrome organizations registered with ds-connex and is protected by applicable intellectual property and proprietary rights and laws. You may download information and print for your personal use provided you do not alter it or remove any copyright, trademark, or other proprietary notice. Inquiries and permission requests may be sent to support@ds-connex.org.

9. Representation and Warranties

Use of the Services is at your sole risk. Ds-connnex provides the website, Stride® and the Service, on an “As Is”, “As Available” basis. Each party represents and warrants that it shall perform its obligations in a manner that complies with the applicable federal, state and local laws, regulations, ordinances and codes. Without limiting the generality of the foregoing, you further warrant that you own or otherwise have sufficient rights to grant the use to Your Materials, have collected Your Materials in compliance with all applicable laws, rules, and regulations (including any infringement or misappropriation of U.S. patent, copyright, trademark or trade secret); and that the use and provision of Your Materials as contemplated herein will not infringe upon any intellectual property, privacy or other rights of any third party. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent permitted by law, ds-connex expressly disclaims any and all such other warranties. Ds-connex makes no representation as to whether all or any portion of the Donations are tax deductible. Ds-connex will have no liability for any claim by any federal or state tax authority with respect to the characterization by You or any User on each of the applicable federal and state tax returns.

10. Limitation on Liability

Ds-connex’s liability to You for any recoverable losses or damages arising under or in connection with these terms and conditions and your use of the Services shall be limited, to extent applicable, to (i) the actual direct damages incurred by You, in an amount not to exceed the total revenue received by ds-connex resulting from your use of the Services provided hereunder during the most recently preceding 12-month period, or (ii) your discontinuance of any further use of such items or the Service. Ds-connex shall not be liable for: (i) damages caused by Your failure to perform Your responsibilities or (ii) any lost or corrupted data, any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if ds-connex has been advised of the possibility of such damages. The foregoing limitations shall not apply to: (i) the payment of settlements, costs, damages and legal fees referred to in Section 10; or (ii) your obligation to pay amounts owed as compensation for the services hereunder. Notwithstanding the foregoing, to the maximum extent permitted by law, ds-connex disclaims liability for any loss or damages, whether direct, indirect, special, incidental, or consequential (even if ds-connex has been advised of the possibility of such damages) arising out of (i) your use of the ds-connex Services or your inability to do so, (ii) your reliance on any content provided on the Services or through the services provided thereunder, and/or (iii) goods and services in any way associated with the Services. The limitations of liability set forth in this Section 10 will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these terms and conditions.

11. Indemnification

(a) Indemnity by ds-connex. Ds-connex agrees to indemnify, defend and hold harmless You and (if applicable) Your officers, directors, employees, agents, successors and assigns, from any and all Losses arising from any third party claim, action or proceeding alleging that the services hereunder or the ds-connex Materials (i) violate or infringe the Intellectual Property Rights of such third party or (ii) violates any applicable law, rule or regulation.

(b) Your Indemnity. You agree to indemnify, defend and hold harmless ds-connex and its officers, directors, employees, agents, successors and assigns, from any and all Losses arising from any third party claim, action or proceeding alleging (A) that Your Materials or the use thereof by ds-connex or Donors, (i) violates or infringes the Intellectual Property Rights of any third party, (ii) violates any applicable law, rule or regulation, or (iii) constitutes, or contains material that constitutes, libel, defamation or an invasion of privacy or (B) fraud or misrepresentation by You in connection with Your status as a nonprofit entity.

(c) Procedures. A party seeking indemnification hereunder (the “indemnitee”) shall promptly notify the other party (the “indemnitor”) upon receipt of notice of the commencement or threatened commencement of any action or proceeding that may be subject to indemnification hereunder. The indemnitor shall have sole control over the defense and settlement of such claim; provided that the indemnitee (a) shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (b) shall reasonably cooperate with indemnitor in the defense or settlement of such claim.

(d) Remedies. This Section 11 states each party’s entire obligation to the other party and such other party’s sole remedy with respect to any claim of infringement.

12. Force Majeure

Neither party shall be liable for any default or delay in the performance of its obligations hereunder if and to the extent such default or delay is caused by: fire, flood, earthquake, elements of nature or acts of God; riots, civil disorders, rebellions or revolutions in any country; or any other similar cause beyond the reasonable control of such party. In such event the nonperforming party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance without delay.

13. Term and Termination

Sections 3, 5, 6, 9, 10, 11, 12, and 14 shall survive any termination or expiration of these terms and conditions.

14. User Conduct

You must at all times use the Services in a responsible and legal manner. In particular you must not do any of the following: misrepresent your identity or your affiliation with any other person or organization; or send junk email or spam to people who do not wish to receive mail from you. You agree that you will comply with all applicable local, state and federal laws, statutes and regulations regarding use of this website and Stride®.

Governing Law

These terms and conditions will be governed by and construed in accordance with the laws of the State of Ohio, without reference to its conflicts of laws rules. Any provision of these terms and conditions that is held to be invalid or unenforceable will be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision was intended to achieve. The remaining provisions of these terms and conditions shall continue in full force and effect. Neither these terms and conditions, nor any terms contained herein, shall be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without ds-connex prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. No failure of ds-connex to exercise or enforce any of its rights hereunder will act as a waiver of such rights. Except as otherwise expressly provided herein, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

Contacting Us

If you have any questions about this policy, please contact us at ds-connex, 445 Hutchinson Ave, Suite 140, Columbus, OH 43235, 614-335-5009 or at support@ds-connex.org

These Terms and Conditions were last updated and posted on March 1, 2015