South Los Angeles

1. ACCEPTANCE OF TERMS

Welcome to The California Endowment’s CalConnect Web Pages (“TCE’s CalConnect Web Pages”) operated by The California Endowment (“TCE”). By accessing and using TCE’s CalConnect Web Pages, you accept and agree to be bound by the following Terms of Use (“TOU”).

2. ACCESS TO AND REGISTRATION WITH TCE’S CALCONNECT WEB PAGES

In consideration of your access to and use of TCE’s CalConnect Web Pages, you represent and warrant that you are of legal age to form a binding contract and are not a person barred from accessing TCE’s CalConnect Web Pages under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by TCE’s CalConnect Web Pages registration form (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or TCE has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, TCE has the right to suspend or terminate your use of or access to TCE’s CalConnect Web Pages and refuse any and all current or future access to TCE’s CalConnect Web Pages or any other website operated or maintained by TCE.

You further understand and acknowledge that you are responsible for obtaining access to TCE’s CalConnect Web Pages and that access may involve third-party fees (such as internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements on TCE’s CalConnect Web Pages. In addition, you must provide and are responsible for all equipment necessary to access TCE’s CalConnect Web Pages.

3. USER ACCOUNT, PASSWORD AND SECURITY

You will receive a password and account designation upon completing TCE’s CalConnect Web Pages registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify TCE of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TCE cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 3.

4. USER CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not TCE, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via TCE’s CalConnect Web Pages. TCE does not control the Content posted via TCE’s CalConnect Web Pages and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by participating in TCE’s CalConnect Web Pages, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will TCE be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via TCE’s CalConnect Web Pages.

You agree to not use TCE’s CalConnect Web Pages to:

a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b. harm minors in any way;

c. impersonate any person or entity, including, but not limited to, a TCE official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through TCE’s CalConnect Web Pages;

e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;

g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

h. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

i. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of TCE’s CalConnect Web Pages are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

j. interfere with or disrupt TCE’s CalConnect Web Pages or servers or networks connected to TCE’s CalConnect Web Pages, or disobey any requirements, procedures, policies or regulations of networks connected to TCE’s CalConnect Web Pages, including using any device, software or routine to bypass our robot exclusion headers;

k. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

l. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

m. “stalk” or otherwise harass another;

n. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through m above; and/or

o. carry on any propaganda, attempt to influence legislation, or participate or interfere in (including the publishing or distributing of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

You acknowledge that TCE may or may not pre-screen Content, but that TCE and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via TCE’s CalConnect Web Pages. Without limiting the foregoing, TCE and its designees shall have the right to remove any Content that violates the TOU or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by TCE or made available via TCE’s CalConnect Web Pages.

You acknowledge, consent and agree that TCE may access, preserve and disclose your registration information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOU; (iii) respond to claims that any Content violates the rights of third parties; or (iv) protect the rights, property or personal safety of TCE, users of TCE’s CalConnect Web Pages and the public.

You understand that TCE’s CalConnect Web Pages and software embodied within TCE’s CalConnect Web Pages may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by TCE and/or content providers who provide content to TCE’s CalConnect Web Pages. You may not attempt to override or circumvent any of the usage rules embedded into TCE’s CalConnect Web Pages. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on TCE’s CalConnect Web Pages, in whole or in part, is strictly prohibited.

5. SPECIAL ADMONITIONS FOR INTERNATIONAL USE AND EXPORT AND IMPORT COMPLIANCE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Use of TCE’s CalConnect Web Pages and transfer, posting and uploading of software, technology, and other technical data via TCE’s CalConnect Web Pages may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, you: (a) represent that you are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, nor will you transfer software, technology, and other technical data via TCE’s CalConnect Web Pages to parties identified on such lists; (b) agree not to use TCE’s CalConnect Web Pages for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; (c) agree not to transfer, upload, or post via TCE’s CalConnect Web Pages any software, technology or other technical data in violation of U.S. or other applicable export or import laws.

6. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION IN TCE’S CALCONNECT WEB PAGES

TCE does not claim ownership of Content you submit or make available for inclusion on TCE’s CalConnect Web Pages. However, with respect to Content you submit or make available for inclusion on publicly accessible areas or areas accessible to other users of TCE’s CalConnect Web Pages, you hereby grant, and you represent and warrant that you have the right to grant, to TCE and all other users of TCE’s CalConnect Web Pages a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable and non-exclusive license(s) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content (in whole or in part) and to incorporate such Content into other works in any format or medium now known or later developed.

7. CONTRIBUTIONS TO TCE’S CALCONNECT WEB PAGES

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) on TCE’s CalConnect Web Pages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) TCE is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) TCE shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) TCE may have something similar to the Contributions already under consideration or in development; and (e) you are not entitled to any compensation or reimbursement of any kind from TCE under any circumstances.

8. INDEMNITY

You agree to indemnify and hold TCE and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit, modify or otherwise make available through TCE’s CalConnect Web Pages, your use of TCE’s CalConnect Web Pages, your connection to TCE’s CalConnect Web Pages, your violation of the TOU, or your violation of any rights of another.

9. NO COMMERCIAL REUSE OF TCE’S CALCONNECT WEB PAGES

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, TCE’s CalConnect Web Pages.

10. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that TCE may establish general practices and limits concerning use of TCE’s CalConnect Web Pages, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by TCE’s CalConnect Web Pages, the maximum number of email messages that may be sent from or received by an account on TCE’s CalConnect Web Pages, the maximum size of any email message that may be sent from or received by an account on TCE’s CalConnect Web Pages, the maximum disk space that will be allotted on TCE’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access TCE’s CalConnect Web Pages in a given period of time. You agree that TCE has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained on TCE’s CalConnect Web Pages. You further acknowledge that TCE reserves the right to modify these general practices and limits from time to time.

11. MODIFICATIONS TO TCE’S CALCONNECT WEB PAGES

TCE reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, TCE’s CalConnect Web Pages (or any part thereof) with or without notice. You agree that TCE shall not be liable to you or to any third party for any modification, suspension or discontinuance of TCE’s CalConnect Web Pages (or any part thereof).

12. TERMINATION

You may terminate your account with TCE’s CalConnect Web Pages and access to TCE’s CalConnect Web Pages by submitting such termination request by following the instructions posted in TCE’s CalConnect Web Pages.

You agree that TCE may, without prior notice, immediately terminate, limit your access to or suspend your TCE’s CalConnect Web Pages account, any associated email address, and access to TCE’s CalConnect Web Pages for any reason, or no reason at all. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of the TOU or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to TCE’s CalConnect Web Pages (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) engagement by you in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with TCE’s CalConnect Web Pages. Further, you agree that TCE shall not be liable to you or any third party for any termination of your use of TCE’s CalConnect Web Pages or access to TCE’s CalConnect Web Pages.

Termination of your TCE’s CalConnect Web Pages access includes any or all of the following: (a) removal of access to all or part of the offerings within TCE’s CalConnect Web Pages, (b) deletion of all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further access to all or part of TCE’s CalConnect Web Pages.

13. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, other users or advertisers found on or through TCE’s CalConnect Web Pages, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such user or advertiser. You agree that TCE shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such users or advertisers on TCE’s CalConnect Web Pages.

14. LINKS

TCE’s CalConnect Web Pages may provide, or third parties may provide, links to other World Wide Web sites or resources. You acknowledge and agree that TCE is not responsible for the availability of such external sites or resources, and does not endorse and is 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 TCE 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.

15. TCE’S PROPRIETARY RIGHTS

You acknowledge and agree that Content contained in information presented to you in TCE’s CalConnect Web Pages is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by TCE or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on such Content, in whole or in part.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. YOUR ACCESS AND USE OF TCE’S CALCONNECT WEB PAGES ARE AT YOUR SOLE RISK. TCE’S CALCONNECT WEB PAGES IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TCE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b. TCE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) TCE’S CALCONNECT WEB PAGES WILL MEET YOUR REQUIREMENTS; (ii) TCE’S CALCONNECT WEB PAGES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF TCE’S CALCONNECT WEB PAGES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH TCE’S CALCONNECT WEB PAGES WILL MEET YOUR EXPECTATIONS.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF TCE’S CALCONNECT WEB PAGES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TCE OR THROUGH OR FROM TCE’S CALCONNECT WEB PAGES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.

17. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TCE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF TCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE TCE’S CALCONNECT WEB PAGES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON TCE’S CALCONNECT WEB PAGES; OR (e) ANY OTHER MATTER RELATING TO TCE’S CALCONNECT WEB PAGES.

18. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 16 AND 17 MAY NOT APPLY TO YOU.

19. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in this TOU, there shall be no third-party beneficiaries to this agreement.

20. NOTICE

TCE may provide you with notices, including those regarding changes to the TOU, including by but not limited to email, regular mail, SMS, MMS, text message, postings on TCE’s CalConnect Web Pages, or other reasonable means now known or hereafter developed. Such notices may not be received if you violate this TOU by accessing TCE’s CalConnect Web Pages in an unauthorized manner. Your agreement to this TOU constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed TCE’s CalConnect Web Pages in an authorized manner.

21. TRADEMARK INFORMATION

You agree that all of TCE’s trademarks, trade names, service marks and other TCE logos and brand features, and product and service names are trademarks and the property of TCE (the “TCE Marks”). Without TCE’s prior permission, you agree not to display or use in any manner the TCE Marks.

22. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

TCE respects the intellectual property of others, and we ask users of TCE’s CalConnect Web Pages to do the same. TCE may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide TCE the following information:

a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

b. a description of the copyrighted work or other intellectual property that you claim has been infringed;

c. a description of where the material that you claim is infringing is located on the site;

d. your address, telephone number, and email address;

e. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

TCE’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

Director of Monitoring and Compliance

The California Endowment

1000 N. Alameda St.

Los Angeles, CA 90012

By phone: (800) 449-4149

By fax: (213) 928-8801

By email: questions@calendow.org

23. PRIVACY POLICY

Your registration data and other information about you are subject to our Privacy Policy. For more information, please see our full privacy policy at http://www.calendow.org/calconnect.

24. GENERAL PROVISIONS

a. Entire Agreement. The TOU constitutes the entire agreement between you and TCE and governs your use of TCE’s CalConnect Web Pages, superseding any prior version of this TOU between you and TCE with respect to TCE’s CalConnect Web Pages.

 

b. Choice of Law and Forum. You and TCE each agree that the TOU and the relationship between the parties shall be governed by the laws of the State of California without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to the TOU, or the relationship between you and TCE, shall be brought exclusively in the courts located in the county of Los Angeles, California or the U.S. District Court for the Central District of California. You and TCE agree to submit to the personal jurisdiction of the courts located within the county of Los Angeles, California or the Central District of California, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

c. Waiver and Severability of Terms. The failure of TCE to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is 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 TOU remain in full force and effect.

d. No Right of Survivorship and Non-Transferability. You agree that your registration with TCE’s CalConnect Web Pages is non-transferable and any rights to your TCE’s CalConnect Web Pages account or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

 

e. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of TCE’s CalConnect Web Pages or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

f. The section titles in the TOU are for convenience only and have no legal or contractual effect.