Terms of Use

1. SCOPE OF AGREEMENT

   This Terms of Use Agreement ("Agreement") by and between the Global Innovation Holding LLC ("we", "us", "our" or "GInI") and you ("you", "your" or "User") governs your use of the www.gini.org web site ("Site") together with all information, content, products, materials and services made available to you through the same by us and/or third parties (which together with the Site shall be collectively referred to as the "Services"). By using or otherwise accessing the Services, or any component thereof, in any manner whatsoever, you agree to be bound by and comply with the terms and conditions of this Agreement. If you do not agree to this Agreement, do not access or use the Services in any manner.

   When we refer to the "use" of the Services in this Agreement, we mean any actual or attempted access or use of the Services, including, without limitation, any transmission, exchange of information, or communication associated with the Services. These terms and conditions, together with the other terms of use applicable to other GInI-owned or controlled websites and any other policies, rules, and provisions that are described, linked, or otherwise referred to and form a part of this Agreement, including, without limitation, our Privacy Policy, constitute the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations, or agreements regarding the Services.

   GInI reserves the right to modify the terms of this Agreement at any time and will post a notice of such changes. The changes become effective immediately upon posting (the "Effective Date"). If any change to the Agreement is not acceptable to you, you must stop using the Services. Your use of the Services after the Effective Date shall constitute your acceptance of such changes. If we make any new products or services available, they will be considered a part of the Services, and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software, or other services.

2. DEFINITIONS
   • 2.1 The term "Collaborative Content" refers to User Content posted on or to the Interactive Services sections of the Site for the purposes of collaboration with other Users.
   • 2.2 The term "Interactive Services" refers to message boards, chat boards, blogs, virtual communities, and other interactive media made available by GInI via the Site.
   • 2.3 The term "GInI Intellectual Property" refers to all text, graphics, images, trademarks, logos, button icons, programs, software, and other data, content, information, and materials, tangible and intangible, and all intellectual property rights in and to the same which are owned by GInI or licensed to GInI by third parties. This includes but is not limited to GInI Content and GInI Trademarks.
   • 2.4 The term "GInI Trademark(s)" refers to all trademarks and service marks owned by GInI, as defined by 15 U.S.C. § 1127.
   • 2.5 The term "GInI" refers to Global Innovation Holding LLC.
   • 2.6 The term "GInI Content" refers to copyrighted content owned by GInI or other copyrighted content owned by third-party partners of GInI.
   • 2.7 The term "Services" refers to all information, content, products, materials, and services made Available to you by GInI and/or affiliated third parties via the Site.
   • 2.8 The term "Site" refers to the website www.gini.org, which is owned and operated by Global Innovation Holding LLC.
   • 2.9 The term "User Content" refers to all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials posted on or to the Interactive Services sections of the Site by Users.
   • 2.10 The terms ''you'', "your" and/or ''user'' refer to any individuals and/or entities accessing the Site for any reason.
3. OWNERSHIP AND USE OF GInI INTELLECTUAL PROPERTY
   • 3.1 Ownership and Use. GInI Intellectual Property, which excludes the User Content you upload, post or otherwise transmit via Interactive Services (the "GInI Intellectual Property"), is owned by GInI or licensed to us by our third-party partners. GInI Intellectual Property does include, however, any content developed and/or posted via the Interactive Services that has been created in whole or in part by GInI. You have no rights in or to such GInI Intellectual Property, and you agree you will not copy, retransmit, reproduce, publish, create derivative works based upon or otherwise transmit any GInI Intellectual Property, except as specifically permitted under this Agreement.
   • 3.2 GInI Content. As a courtesy to our customers and members, we have posted certain GInI Content to the Site. Unless otherwise specifically set forth on the Site or we give you written permission, you may only access and download the GInI Content for your personal use, and you agree you will not alter, erase, or otherwise obscure our copyright, proprietary or other notices on the GInI Content. You may not do or allow anyone else to do anything with the GInI Content which is not specifically permitted under this Agreement. You acknowledge and agree that the GInI Content is made available for informational and educational purposes only without representation or warranty of any kind and is not a substitute for legal advice or your professional judgment. Your reliance upon GInI Content obtained by you on or through the Services is solely at your own risk. All rights not expressly granted in this Agreement are reserved to GInI.
   • 3.3 Permission to Use GInI Content. You may request permission to reproduce all or a portion of GInI Content owned by GInI via the Permissions section of the Site. We reserve the sole discretion to determine whether, and upon what terms, GInI Content will be licensed. Depending on the nature and scope of intended use licensing fees may apply.
   • 3.4 Trademarks: The GInI Trademarks ("Marks") appearing on this site may not be used in any advertising or publicity or otherwise to indicate GInI's sponsorship of or affiliation with any product or service, without GInI's prior express written permission. You are prohibited from using GInI Marks or any names, marks, or other materials in a manner that is likely to cause confusion or dilute or damage the reputation or image of GInI. You agree you will not alter any GInI Mark in any manner to make it appear that GInI is endorsing, sponsoring, authorizing, or affiliated with you, your company, or any third party, except as expressly permitted in writing by GInI. Additionally, you agree to be bound by and to follow the terms of GInI's Trademark Usage Guidelines, the entire contents of which are incorporated herein by reference and made a part of this Agreement
4. LINKS
   • 4.1 Links to Third-Party Sites. As a courtesy to Users, we may provide links to other websites or resources owned and operated by third parties. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
   • 4.2 Links to GInI Site. You are granted a limited, non-exclusive right to create a hyperlink to the Site provided such link does not portray GInI or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked at any time. You may not use, frame or utilize framing techniques to enclose any GInI trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page without GInI's express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of GInI or any third party. Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. You may not engage in any advertising or marketing via the Site or use the Site's content for any commercial purpose.
5. USER CONDUCT
   • 5.1 General Rules. You acknowledge and agree that:
     • 5.1.1 You are solely responsible for any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials posted on or to the Interactive Services by you or anyone else using your account;
     • 5.1.2 You will not engage in any conduct or use the Services in any manner that is prohibited by this Agreement or violates any law, rule or regulation;
     • 5.1.3 You will not use the Interactive Services in any manner that could damage, disable, overburden, or impair the Site or Services, or interfere with any other party's use and enjoyment of the Site or Services;
     • 5.1.4 You will not attempt to gain unauthorized access to any Services, other accounts,computer systems or networks connected to any server or systems through hacking,password mining or any other means;
     • 5.1.5 You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;
     • 5.1.6 You will not use the Interactive Services to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
     • 5.1.7 You will not use the Interactive Services to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder;
     • 5.1.8 You will not use the Interactive Services to post or transmit any information, software or other material that contains a virus or other harmful component;
     • 5.1.9 You will not use the Interactive Services to post, transmit or in any way exploit any information, software or other material for commercial purposes or that contains advertising or any solicitation with respect to products or services;
     • 5.1.10 You will not use the Interactive Services to advertise or solicit anyone to buy or sell products or services, or to make donations of any kind, without our express written approval; and
     • 5.1.11 You will not harvest or otherwise collect information about others, including e-mail addresses, without their consent.
   • 5.2 Monitoring. You acknowledge and agree that GInI has the right, but not the obligation, to monitor the Interactive Services and to disclose any information we deem necessary to operate the Site, to protect GInI and its Members, and to comply with legal obligations or governmental requests. GInI reserves the right to refuse to post or to remove any information or materials, in whole or in part, that it, in its sole discretion, deems to be in violation of any provision of this Agreement or is otherwise objectionable.
   • 5.3 Interactive Services Disclaimer. You acknowledge and agree that GInI does not control the information available on the Interactive Services and that GInI does not monitor all submissions to the Interactive Services by Users. You understand that by using the Interactive Services, you may be exposed to information or materials that you consider to be offensive or objectionable. Under no circumstances will GInI be liable in any way for any information or materials, including, but not limited to, for any errors or omissions in any materials, or for any loss or damage of any kind incurred as a result of the use of any materials or content posted, e-mailed or otherwise transmitted via the Interactive Services.
6. USER CONTENT
   • 6.1 Your Responsibility. You acknowledge and agree that you are solely responsible for all User Content you upload, post, or otherwise transmit via Interactive Services and that GInI is not responsible to you or any third party for the content or accuracy of any User Content posted by you or any other User of the Services.
   • 6.2 Ownership of User Content. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to grant the licenses set forth in this Section for any User Content you upload, post or otherwise transmit via Interactive Services. You acknowledge and agree that GInI shall not have any obligation to review, approve, monitor, endorse, sanction, or otherwise take any action with respect to User Content or any content or materials posted, e-mailed, or otherwise transmitted by Users via the Interactive Services. GInI does not guarantee the accuracy, integrity, or quality of User Content.
   • 6.3 License to User Content. By uploading, posting, or otherwise transmitting User Content via Interactive Services, you grant GInI and its affiliates a worldwide, nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), adapt, modify, create derivative works from, and otherwise use and exploit such User Content, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).
   • 6.4 No Obligation. You acknowledge and agree that GInI has no obligation to retain or provide you with copies of User Content, nor does GInI guarantee any confidentiality with respect to User Content.
7. TERMINATION
   • 7.1 Termination by You. You may terminate this Agreement at any time by discontinuing use of the Services. If you have registered for an account, you may terminate your account by following the instructions on the Site.
   • 7.2 Termination by GInI. GInI reserves the right, in its sole discretion and at any time, to modify or discontinue the Services or to terminate your right to access or use the Services, with or without notice to you. You agree that GInI shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Services or termination of your access to or use of the Services.
   • 7.3 Effect of Termination. Upon termination of this Agreement for any reason, you shall immediately cease all use of the Services. The following provisions shall survive termination of this Agreement: Sections 3 (Ownership of Site Content), 4 (Links and Third-Party Services), 5 (User Conduct), 6 (User Content), 7 (Termination), 8 (Disclaimers), 9 (Indemnity), 10 (Limitation of Liability), 11 (Dispute Resolution), and 12 (Miscellaneous).
8. DISCLAIMERS
   • 8.1 No Warranties. THE SERVICES AND ALL CONTENT, INFORMATION, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED TO YOU "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." GInI, ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "GInI PARTIES") MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. GInI DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, (A) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) THAT DEFECTS WILL BE CORRECTED; (C) THAT THE SERVICES, SITE, OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; AND (D) THAT THE SERVICES, SITE, OR INFORMATION AVAILABLE THROUGH THE SERVICES WILL MEET YOUR NEEDS.
   • 8.2 No Endorsement. GInI does not endorse or recommend, and expressly disclaims all liability with respect to, any content, information, or materials made available through the Services by any User or third party.
9. INDEMNITY
   • 9.1 Indemnification. You agree to indemnify, defend, and hold harmless the GInI Parties from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising from or in any way related to (a) your use of the Services; (b) your User Content; (c) your violation of this Agreement; or (d) your violation of any law or third-party rights. This obligation to indemnify, defend, and hold harmless shall survive the termination of this Agreement and your use of the Services.
10. LIMITATION OF LIABILITY
    • 10.1 Disclaimer of Certain Damages. IN NO EVENT SHALL ANY GInI PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF THE GInI PARTIES HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
    • 10.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE GInI PARTIES FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
    • 10.3 Exclusions. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
11. DISPUTE RESOLUTION
    • 11.1 Negotiation. If you have any dispute or claim with or against GInI relating to the Services or this Agreement, you agree to notify GInI promptly of the dispute and to attempt in good faith to resolve the dispute. If the dispute is not resolved within thirty (30) days, you may initiate arbitration as described below.
    • 11.2 Arbitration. You agree to submit any dispute or claim arising out of or relating to this Agreement or the Services to binding arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. You agree that any claim you may have against GInI must be brought individually, and you waive any right to participate in a class action. You agree that you may only bring a claim in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Notwithstanding anything to the contrary in this Agreement, you may bring a claim against GInI in small claims court, instead of arbitration.
    • 11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
12. MISCELLANEOUS
    • 12.1 Entire Agreement. This Agreement constitutes the entire agreement between you and GInI relating to the Services and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless made in writing and signed by GInI. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected.
    • 12.2 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by GInI without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
    • 12.3 No Waiver. The failure of GInI to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
    • 12.4 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
    • 12.5 Headings. The headings in this Agreement are for convenience only and will not affect the construction or interpretation of this Agreement.
    • 12.6 Contact. You may contact GInI at the following address: Global Innovation Holding LLC, 77 Monroe Center St. NW, Suite 600, Grand Rapids, MI 49503, United States.

Email: gini@gini.org.

Copyright © 2024 Global Innovation Holding LLC, Inc. All rights reserved.