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Terms of Use

Last Updated: 5 April 2023

These Terms of Use ("Terms") are an agreement between you ("you") and Worthy Network Inc., a Delaware registered C Corporation doing business as Worthy ("Worthy", "Company", "we", "us" or "our") that allows you to use our applicable website(s), application(s) ("app(s)"), tools, software, subscriptions, memberships, content, API(s), widgets, and/or other products and services (collectively, as applicable, the "Services"), as long as you follow these Terms. By accessing or using any of our Services, including without limitation by downloading, installing or using any associated Software (defined below), you signify your agreement to all of the following, which are all expressly incorporated herein and must also be observed and followed (collectively, the "Agreement"):

  • these Terms;
  • our privacy policy as posted on our website ("Privacy Policy");
  • any other standard policies or community guidelines (such as Acceptable Use Policies), if any, posted in any applicable parts of our Services; and
  • If you register to use our proprietary platform (the "Platform"), our separate Terms of Service for such Platform.

1. DESCRIPTION OF SERVICES

1.1. As used herein, "Software" means any software (including without limitation APIs or apps) supplied by or on behalf of the Company, including without limitation any for which the purpose is to enable you to use certain portions of the Services. For clarity, the Software is a part of the Services.

1.2. Any reference to "www.worthycause.com", the "website(s)", the "web site(s)", the "site", or other similar references, shall include any and all pages, subdomains, affiliated domains, brands, products or other areas of our website, or any other affiliated sites or domains owned or operated by or on behalf of us.

1.5. You must be at least 18 years of age, and, where law requires an older legal age, of legal age for contractual consent or older to use this website and/or the other Services, or you must have your appropriate and necessary parents' consent and approval to use the site and they must consent to and agree to these terms.

1.6. All information and services are exchanged electronically, via the internet. You are responsible for maintaining your own access to the internet and for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. You consent to receiving communications electronically.

2. PASSWORDS AND ACCESS

2.1. In order to access some features of the Services, you may have to register or create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company immediately of any breach of security or unauthorized use of your account.

2.2. You shall not download any content, software or services unless you see a "download" or similar link displayed by Company on the Services for that content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content for any other purposes without the prior written consent of Company or the respective licensors of the content.

3. YOUR OBLIGATIONS

3.1. You represent and warrant that all information that you provide to us will be true, accurate, complete and current, and that you have the right to provide such information to us in connection with your use of the Services. You must comply with the terms of any applicable policies posted in our Services, including any Acceptable Use Policy.

You may not:

  • restrict or inhibit any other user from using and enjoying the Services;
  • post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, vulgar, sexually-orientated, profane, threatening, abusive, hateful, offensive, false, misleading, derogatory, or otherwise objectionable information of any kind;
  • post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication;
  • post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component;
  • resell or otherwise exploit for commercial purposes, directly or indirectly, any portion of the Services, or access to them;
  • use data mining, robots or other similar data gathering and extraction tools;
  • access (or attempt to access) the Services or any content therein through any automated means;
  • use a false email address, impersonate any person or entity, forge e-mail headers or otherwise disguise the origin of any communication;
  • use the Services in any manner that could damage, disable, overburden, or impair our servers or interfere with any other party's use and enjoyment of the Services;
  • attempt to gain unauthorized access to any services or information to which you have not been granted access.

4. PUBLIC POSTINGS AND LICENSED MATERIALS

4.1. We will use reasonable efforts to protect the confidentiality of certain personally identifiable information you submit to us in accordance with the Privacy Policy posted on our website.

4.2. Certain material you may post on our Services is or may be available to the public, including without limitation any public profile data, feedback, questions, comments, suggestions, uploads, blog entries, ratings, reviews, images, videos, poll answers, etc. (collectively, "Public Postings"). These Public Postings will be treated as non-confidential and nonproprietary. You are responsible for any Public Postings and the consequences of sharing or publishing such content with others or the general public.

4.4. By providing any Public Posting or Submission, you grant to Company a royalty-free, non-exclusive, perpetual, irrevocable, sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in all media.

5. FEES AND PAYMENTS

5.1. If and to the extent any portion of the Services may require a fee payment or incremental payment or subscription, you agree to pay Company any applicable fees posted for the Services. By completing and submitting any credit card or other payment authorization through the Services, you are authorizing Company to charge the fees to the account you identify.

5.2. After 30 days from the date of any unpaid charges, your fee-based Services will be deemed delinquent and we may terminate or suspend your account and Services for nonpayment.

6. WARRANTIES AND LIMITATIONS OF WARRANTIES

6.1. If you are not completely satisfied with the Services, your sole remedy is to cease using the Services. Company undertakes commercially reasonable efforts to ensure that the information it provides is current and accurate, however, Company does not warrant the accuracy of information.

6.2. THE SERVICES, THE WEBSITE, APPS, AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THE FOREGOING, ARE PROVIDED "AS IS." EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA.

7. LIMITATIONS OF LIABILITY

7.1. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR LOSS OF PROFITS OR DAMAGES ARISING DUE TO BUSINESS INTERRUPTION OR FROM LOSS OR INACCURACY OF INFORMATION. IN NO EVENT WILL THE AGGREGATE LIABILITY OF US TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EXCEED THE TOTAL FEES PAID TO US BY YOU, IF ANY, DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF ANY CLAIM (OR $10 IF THE SERVICES ARE FREE).

7.2. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR AFFILIATED COMPANIES FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY US ARISING OUT OF OR RESULTING FROM ANY ACTUAL OR ALLEGED VIOLATION BY YOU OF THIS AGREEMENT.

8. DURATION OF TERMS

8.1. Once in effect, this Agreement will continue in operation until terminated by either you or us. You may terminate this Agreement at any time and for any reason by providing notice to Company. We may terminate this Agreement without notice or, at our option, temporarily suspend your access to the Services, in the event that you breach this Agreement.

9. MODIFICATION OF TERMS

9.1. Company may change the terms of this Agreement from time to time. You will be notified of any such changes via e-mail and/or by our posting notice of the changes on the Services. Any such changes will become effective when notice is received or when posted on the Services, whichever first occurs. If you object to any such changes, your sole recourse will be to terminate this Agreement.

10. MODIFICATIONS TO SERVICES

10.1. We reserve the right to modify or discontinue the Services at any time with or without notice to you. In the event of such modification or discontinuation of the Services, your sole remedy shall be to terminate this Agreement.

11. OWNERSHIP

11.1. We and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services, the website and all information, content, Software, and other software and materials provided by or on behalf of us. We reserve the right to create and market public indexes, analysis or insights created from such data.

11.2. Unless otherwise stated, all content in our websites or other Services, is our property or the property of third parties. These contents are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws.

12. INTERNATIONAL USERS

12.1. The Services are controlled, operated and administered by us from within the United States. We make no representation that this site is available for access or use at other locations outside the U.S. Any personal information which we may collect via the Services may be stored and processed in our servers located in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. You consent to any such transfer of personal information outside your country of residence to any such location.

13. THIRD PARTY CONTENT AND SERVICES

13.1. Certain content (including without limitation advertisements) on the Services may be supplied by third parties. Company does not have editorial control over such content. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed or made available by third parties are those of the respective authors or distributors and not of Company.

13.5. As a convenience to you, Company may provide, in or through the Services, one or more links to third party web sites or services. Company makes no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between you and any such third parties.

14. DIGITAL MILLENNIUM COPYRIGHT ACT

14.1. If you are a copyright owner or an agent thereof and believe that any content in our Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the required information in writing.

14.2. Company's designated method to receive notifications of claimed infringement is by emailing the Copyright Agent at mail@worthycause.com.

15. CLASS ACTION WAIVER AND ARBITRATION

THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US.

15.1. Except if you opt-out as expressly permitted below, you hereby agree that all disputes between you and us may, in our discretion, be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury. You agree that you shall not participate in any class action or class-wide arbitration for any claims covered by this Agreement.

15.2. You may opt out of this agreement to arbitrate. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: mail@worthycause.com.

16. MISCELLANEOUS

16.1. You shall comply with all laws, rules and regulations now or hereafter promulgated by any government authority or agency that are applicable to your use of the Services. You may not assign your rights or obligations hereunder. This Agreement, the Services, and the rights and obligations of the parties with respect to the Services will be subject to and construed in accordance with the laws of the State of New York, excluding conflict of law principles.

This is the entire agreement between you and Company with regard to the matters described herein and govern your use of the Services, superseding any prior agreements between you and Company with respect thereto. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Last Updated: April 5, 2023