October 1, 2017
WikiNiki, Inc. ("WikiNiki," "we," "us," or "our") welcomes you. We invite you to access and use our online services ( ("Services"), which are made available to you through a variety of portals, mobile apps, and platforms, including https://www.wikiniki.ir (the "Website") and collectively with any such other platforms, (the "Platform").
1. Description and Use of Services
WikiNiki helps donors make informed giving decisions and enables charities to demonstrate their commitment to proper stewardship by, among other things, evaluating and publishing financial ratings of charities through a searchable database of information that WikiNiki has collected, compiled, and assembled about Section 501(c)(3) organizations ("WikiNiki Database")
We provide Visitors, Registered Users, and Charity Representative Users with access to the Services as described in this Agreement.
Visitors. Visitors, as the term implies, are people who don't register with us, but want to view various webpages and see what the Services are all about. No login is required for Visitors. Visitors can: (a) view all publicly-available content, including, without limitation, the WikiNiki Database; (b) access and/or submit content to certain third-party applications (for example, by making donations to charities and publishing comments on charities' profiles) ("Third-Party Applications"); and (c) e-mail us.
Registered Users. Login is required for all Registered Users, who are able to access and utilize the same functions as Visitors, and: (a) flag charities of interest in their own charity "portfolio"; (b) update their accounts; and (c) sign up for WikiNiki's newsletter, alerts, and other notifications.
Charity Representative Users. Each charity is permitted to designate an official representative to manage its WikiNiki profile, who is able to access and utilize the same functions as Registered Users, and: (a) update basic information about the applicable charity; (b) leave comments on the charity's page about its current rating; and (c) update accountability and transparency data in the WikiNiki Database. For purposes of the Agreement, unless otherwise herein stated, the term "Registered User" shall include Charity Representative Users.
WikiNiki is under no obligation to accept any individual as a Registered User, and may accept or reject any registration in its sole and complete discretion. In addition, WikiNiki may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated the Agreement.
2. Community Rules ("Community Rules")
WikiNiki's community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Services, you agree to comply with these Community Rules, including when you access Third-Party Applications through the Platform, and that:
We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, without notice, and to remove any content that does not adhere to these guidelines.
3. Permitted and Prohibited Uses
Permitted Uses. You may access and use the Website for which registration is not required as set forth herein. Certain areas within the Website may be accessed by you, but only after registering with the Website and providing the information requested through the Registration Process, as outlined below. You may access and use the Website for the following purposes:
Prohibited Uses. You may not:
The Services are available for individuals aged 13 years or older. If you are 13 or older, but under the age of 18, you should review the Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
5. Sign-In Name; Password; Unique Identifiers
During the registration process for Registered Users, we will ask you to create an account, which includes a sign-in name ("Sign-In Name"), a password ("Password"), and certain additional information that will assist in authenticating your identity when you log-in in the future ("Unique Identifiers"). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Services using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. WikiNiki will not be liable for any loss or damage caused by any unauthorized use of your account.
6. Intellectual Property
The Services contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of WikiNiki (collectively referred to as "Content").Content may be owned by us or by third parties. Content is protected under both United States and foreign laws. Unauthorized use of Content may violate copyright, trademark, and other laws. You have no rights in or to Content, and you will not use Content except as permitted under the Agreement. No other use is permitted without prior written consent from WikiNiki. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use Content in any way for any public or commercial purpose. The use or posting of Content on any other website, other than through Third-Party Applications, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of the Agreement, your permission to access and/or use Content and the Services automatically terminates and you must immediately destroy any copies you have made of Content.
The trademarks, service marks, and logos of WikiNiki ("WikiNiki Trademarks") used and displayed on the Services are registered and unregistered trademarks or service marks of WikiNiki. Other company, product, and service names located on the Services may be trademarks or service marks owned by others ("Third-Party Trademarks," and, collectively with WikiNiki Trademarks, "Trademarks"). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use Trademarks, without WikiNiki's prior written permission specific for each such use. All goodwill generated from use of WikiNiki Trademarks inures to our benefit.
Elements of the Services 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. None of Content may be retransmitted without our express, written consent for each and every instance.
Notwithstanding anything in this Section to the contrary, any charity that earns WikiNiki's "Four Star" rating ("Four-Star Rated Charity") may use WikiNiki's Four Star logo ("Four Star Logo") for so long as the Four-Star Rated Charity holds the Four Star rating, pursuant to and in accordance with the terms set forth at http://www.wikiniki.ir/index.cfm?bay=content.view&cpid=138&print=1 or such other URL designated by WikiNiki from time to time, where information describing the terms by which WikiNiki will grant charities limited rights to use the Four Star Logo is published, including hyperlinking the Four Star Logo to the WikiNiki Website or the charity's respective profile on WikiNiki's Website. WikiNiki may modify such terms at any time by posting a modification on such URL, and any such modification shall go into effect thirty (30) days after it is so posted. It is the Four-Star Rated Charity's responsibility to check for such modifications on a regular basis.
Further, notwithstanding anything in this Section to the contrary, any party that chooses to include a hyperlink to the Website (the "Linking Party"), may use certain WikiNiki logos (the "Linking Logos") in accordance with the terms set forth at http://www.wikiniki.ir/index.cfm?bay=content.view&cpid=137 or such other URL designated by WikiNiki from time to time, where information describing the terms by which WikiNiki will grant parties limited rights to use the Linking Logos is published. WikiNiki may modify such terms at any time by posting such modification on such URL, and any such modification shall go into effect thirty (30) days after it is so posted. It is the Linking Party's responsibility to check for such modifications on a regular basis.
7. User Submissions; Licenses
As noted above, the Services provide Visitors and Registered Users the ability to post and upload user content ("User Content"). You expressly acknowledge and agree that once you permit your User Content to be viewed by others, it will be accessible and viewable by them.
You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant WikiNiki a non-exclusive, royalty-free, perpetual, transferable, sub-license license to modify, compile, combine with other content and data, copy, record, synchronize, format, and index your User Content and display, perform, sub-license, commercialize, and make it available to others in all media now known or hereafter devised, including, without limitation, through the Platform.
If you submit User Content to us, each such submission constitutes a representation and warranty to WikiNiki that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that it and its use by WikiNiki does not and will not violate our community guidelines.
8. Communications With Us
Communications From WikiNiki. You understand and agree that, as part of your Registration Process for and use of the Website, WikiNiki may send to you certain communications from time to time, including (a) product announcements, including but not limited to announcements concerning modifications, enhancements, and/or upgrades to the Website; (b) service announcements, including but not limited to announcements regarding conditions or other possible interruptions that may affect use of and/or access to the Website and/or any services or other products offered by WikiNiki; and (c) other administrative updates. You further understand and agree that your agreement to receive such communications is a condition of your use of the Website as a Registered User. Unless explicitly stated otherwise, any new feature that enhances or supplements the Website shall be subject to the Agreement.
Communications to WikiNiki. Although we encourage you to contact us, we do not want you to, and you should not, send us any content that contains confidential information. As outlined in Community Rules, you should not send us 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, confidential and proprietary information, learned or disclosed as part of employment relationships or under nondisclosure agreements). With respect to all communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without any payment or obligation to you.
9. No Warranties; Limitations of Liability
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, CONTENT (INCLUDING, WITHOUT LIMITATION, ANY REVIEWS, RATINGS, OR FINANCIAL DATA), OR USER CONTENT. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SERVICES FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE CONTENT, THE SERVICES, AND USER CONTENT AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES, ITS SERVERS, ITS CONTENT, OR USER CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF CONTENT, USER CONTENT, OR THE SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE CONTENT, THE USER CONTENT, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, INABILITY TO USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF ANY CONTENT, USER CONTENT, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR OTHER ERRORS LISTED ON THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AT ANY TIME WITHOUT NOTICE
10. External Sites
The Services may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. Representations; Warranties; and Indemnification
(a) You hereby represent, warrant, and covenant that:
(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assign harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of the Agreement; (ii) your access to, use, or misuse of Content, User Content, or the Services, and (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
12. Compliance With Applicable Laws
The Services are based in the United States. We make no claims concerning whether Content and/or User Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services, Content, or User Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
13. Termination of the Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.
14. Digital Millennium Copyright Act
WikiNiki respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the "Act") for the receipt of any Notification of Claimed Infringement which may be given under the Act is as follows:
139 Harristown Rd., Suite 101
Glen Rock, NJ 07452
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
The Agreement is governed by the internal substantive laws of the State of New Jersey, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New Jersey; and (ii) that the Services shall be deemed passive that do not give rise to personal jurisdiction over WikiNiki, either specific or general, in jurisdictions other than New Jersey. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCED BY YOU WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If any provision of the Agreement is found to be invalid, or otherwise contrary to the law or equity, by a court of competent jurisdiction or terminated in accordance with the Termination provision above, you and WikiNiki agree that such provision shall be automatically severed and the remainder of the Agreement that can be given effect shall continue to be given effect. The invalidity or termination of such provision shall not affect the validity of any other provisions outlined in the Agreement.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in the Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. The Agreement will inure to the benefit of our successors, assigns, licensees, and sub-licensees.