Humanosphere Terms of Use Agreement

This Terms of Use Agreement (the “Agreement”) is entered into by and between Humanosphere and the individual who is participating in the Humanosphere Blog Services (defined below) (“you”). This Agreement is effective as of the date you first access the Humanosphere Blog Services (the “Effective Date“).

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR PARTICIPATING IN THE HUMANOSPHERE BLOG SERVICES AS IT IMPOSES LEGAL OBLIGATIONS ON YOU AND ON HUMANOSPHERE. BY PARTICIPATING IN THE HUMANOSPHERE BLOG SERVICE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS THE HUMANOSPHERE BLOG SERVICES.

1. Your Agreement. This Agreement governs (i) your use of the Humanosphere Platform; (ii) your participation in our Humanosphere Blog Service; (iii) your submission of comments, ideas, information, and other content, whether in the form of text, graphics, video, sound files, or other format or media (collectively, “Submitted Content“); and (iii) your use of Submitted Content provided by other Humanosphere Users. By using the Humanosphere Blog Service or accessing the Humanosphere Platform, you are acknowledging that you have read and understood this Agreement and agree to be legally bound by it.

During the registration process for using the Humanosphere Platform (and from time to time as we may require), you may be required to click a “checkbox” or “I Accept” button confirming that you have had an opportunity to review this Agreement, and that you agree to its terms. Clicking this checkbox/button further confirms your agreement to be legally bound by this Agreement (and by our Privacy Policy [link], which is incorporated herein).

2. Our Services: Overview. The Humanosphere Platform is designed to provide you a means to exchange information about global health issues and the fight against poverty. Through the Humanosphere Platform, you can submit comments to blogs, posts, or other submitted comments.

3. Humanosphere Grant of Rights to You.

3.1 Humanosphere Intellectual Property; Ownership; Reservation of Rights. Humanosphere holds intellectual property rights with respect to the Humanosphere Platform, Humanosphere Site and the Humanosphere Blog Service. By way of clarifying example, and not by way of limitation, the (i) Humanosphere Platform that powers the Humanosphere Blog Service is the intellectual property of Humanosphere and/or its licensors; (ii) all Humanosphere logos, tag lines, trademarks, and other indications of source and quality (whether registered or protected under the so-called “common law”) (collectively, “Trademarks“) are the intellectual property of Humanosphere; (iii) Trademarks of other persons that appear on the Humanosphere Platform or Humanosphere Site are the intellectual property of their respective owners; and (iv) all content available on or through the Humanosphere Platform and Humanosphere Site – other than Submitted Content of Humanosphere Users – including all information, artwork, text, video, audio, pictures, or other intellectual property found on the Website, or embodied in the Humanosphere Blog Service, is the sole property of Humanosphere and its licensors (or used under “fair use” principles”) (items (i) – (iv) are collectively referred to as “Humanosphere IP“). Humanosphere and its licensors retain all rights with respect to the Humanosphere Blog Service and the Humanosphere IP except those expressly granted to you in this Agreement. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material on the Humanosphere Platform or Humanosphere Site except as expressly allowed in this Section 3 (Humanosphere Grant of Rights to You).

3.2 Rights to Access and Participate in Humanosphere Blog Service. Subject to the terms of this Agreement, Humanosphere grants you a revocable, limited, non-exclusive, non-transferrable right, under its rights in the Humanosphere IP, to access and use the Humanosphere Site and Humanosphere Platform for the purpose of participating in the Humanosphere Blog Service.

3.3 Rights to Use Submitted Content. Humanosphere grants to you, under its rights in the Humanosphere IP and the inbound grant from other Humanosphere Users (as provided in Section 4.1 (Your Grant of Rights to Humanosphere) and in the agreements Humanosphere has with its other Humanosphere Users), a non-exclusive, worldwide, royalty-free license to use, copy, display, and distribute Submitted Content available on the Humanosphere Platform and Humanosphere Site for non-commercial purposes.

3.4 Humanosphere Assistance with Third Party Claims. To the extent that Humanosphere is made aware of a Third Party Claim, either by you or through a request submitted by the third party, to assist you in resolving the Third Party Claim, we will take down the Submitted Content in question. However, we cannot assure that such take downs will resolve every dispute. If Third Party Claims are brought against Humanosphere related to Submitted Content uploaded, you agree to indemnify Humanosphere pursuant to Section 11 (Indemnity).

4. Use of the Humanosphere Platform. You are invited to post Submitted Content through the Humanosphere Platform, and to use our Humanosphere Platform to interact with others about issues surrounding global health and human rights, and to otherwise participate in and fully enjoy the Humanosphere Blog Service. The following specific provisions govern your posting of Submitted Content, and your use of Submitted Content posted by others:

4.1 Your Grant of Rights to Humanosphere. By submitting Submitted Content, you grant Humanosphere a royalty-free, non-exclusive license, under your intellectual property rights, to use, copy, reformat, index, modify, display, and distribute your Submitted Content for purposes of providing our Humanosphere Services (as such services may change over time) and promoting our Humanosphere Platform and Humanosphere Site. No compensation will be paid with respect to our use of your Submitted Content under this grant.

4.2 Rights You Must Have In Your Submitted Content. By providing Submitted Content, you represent and warrant that you own such Submitted Content (including any copyright and other intellectual property rights therein), or that you have obtained sufficient authority and right to the Submitted Content in order to provide the rights granted in this Section 4. For example, if your Submitted Content includes a photo, you represent and warrant to us that you have obtained the necessary permission from anyone appearing in the photograph to grant us rights to use the photograph in connection with providing our Humanosphere Services.

4.3 Privacy and Your Submitted Content. We value your privacy and the privacy of all our Humanosphere Users. Please review our Privacy Policy for more information on how we collect, use, and protect your personally identifiable information. These protections, however, do not apply to information you choose to disclose to other Humanosphere Users. Therefore, you should use discretion in disclosing personally identifiable information.

5. Code of Conduct. Our Site and Humanosphere Platform may provide access to chat rooms, bulletin boards, blogs, social media components and other services that allow you to interact with other Humanosphere Users (“Interactive Services“). As a condition to your use of the Humanosphere Platform, Site, and the Humanosphere Blog Service, including the Interactive Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:

• Access the Humanosphere Platform and Services to develop or implement a product or service that will act as a substitute for or otherwise compete with the Humanosphere Platform or Services.

• Upload, email or otherwise transmit any images or other Submitted Content that is unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.

• Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person’s consent.

• Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.

• Infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images, and text in electronic form — may not be transmitted over the Website without the copyright owner’s permission, or without a legitimate “fair use” justification for the transmittal.

• Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

• Use the Humanosphere Platform or Site to artificially generate traffic or page links to another website or for any other purpose not expressly allowed under this Agreement.

• Use the Humanosphere Platform or Site in a manner that could disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Humanosphere Platform or Site, such as through sending “spam” email.

• Seek to obtain access to any materials or information through “hacking,” “data harvesting,” or through other means we have not intentionally made available to you through the Humanosphere Platform or Site.

• Use the Humanosphere Platform or Site for any purpose that is unlawful or prohibited by this Agreement. For example, you will not use the Humanosphere Platform or Site, Humanosphere Blog Service, or Submitted Content to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).

6. Monitoring of Interactive Services; Removing Postings

6.1 Notice. We expect each user of our Humanosphere Platform and Site to act responsibly, and to respect the rights of others. We seek to protect the integrity and security of our computing systems, and the right to protect our community of Humanosphere Users from claims of defamation and other claims or threats, such as those detailed in our Code of Conduct. Toward these ends, we reserve the right in our discretion (i) to monitor your use of the Humanosphere Platform and/or Site, and other Submitted Content transmitted through the Humanosphere Platform or Site, (ii) to restrict or foreclose access from certain Internet sites or other resources, and (iii) to take other actions we deem necessary to protect our community of users and our resources. Due to this monitoring, you cannot expect that communications through our Humanosphere Platform or Site will remain “private” or otherwise free of our review. Please refer to our Privacy Policy for a precise statement concerning your expectations of privacy.

6.2 Filters; Blocking and Removal of Content. Although we have no – and assume no – obligation to monitor activities on our Humanosphere Platform or Site, please understand that we may employ filters designed to detect and block the transmission of messages and other content that conflict with our Code of Conduct. We reserve the right to edit, to refuse to post, or to remove any information or materials, in whole or in part, that we believe, in our sole discretion, are incompatible with our Code of Conduct.

6.3 Reports and Complaints. If you believe that a Humanosphere User has acted inappropriately, such as by violating our Code of Conduct, you may report your concerns either via the links we have included on the Humanosphere Platform or Site, or by contacting us in accordance with Section 16 (Contact Us). If we are notified by a Humanosphere User that he or she believes Submitted Content on the Humanosphere Platform or Site does not comply with our Code of Conduct, we may investigate the allegation and determine in good faith, in our sole discretion, whether to remove or block access to such Content, or to take action with respect to person or persons responsible for posting the Content. We have the right (but not the obligation), in our sole discretion, to remove, relocate, or otherwise block or restrict any Content, with or without notice, and without liability.

6.4 Revocation or Suspension of Use Privileges. We reserve the right –with or without notice to you – to terminate or suspend your access to some or all of the Humanosphere Platform, Site or Humanosphere Blog Service if you engage in activities that we conclude, in our discretion, breach our Code of Conduct. You should also understand that our Code of Conduct is based in many instances on principles of state and federal law. Users who violate our Code of Conduct accordingly may be exposed under these state and federal laws to criminal charges, and civil liability to harmed parties for compensatory damages, attorney’s fees, and other sanctions. Humanosphere reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, consistent with its Privacy Policy.

7. Content Take Down Requests for Alleged Defamatory Content. Similar to Linked Sites, Humanosphere does not endorse any Submitted Content uploaded to the Humanosphere Platform or the Site by any Humanosphere User, or any opinion, recommendation, or advice expressed therein, and Humanosphere expressly disclaims any and all liability in connection with Submitted Content. Humanosphere Users and other third parties who believe they are harmed by Submitted Content uploaded or posted on the Humanosphere Platform or the Site (“Take Down Requesters”) may contact us (Section 16) and request that the particular Submitted Content be taken down (“Content Take Down Request”). Content Take Down Requests must include enough information about the particular Submitted Content in question for Humanosphere to identify the Submitted Content, including (i) the pages/URL(s) at which the Submitted Content is posted, (ii) the user name of the user who posted the Submitted Content, and (iii) the text associated with the Submitted Content, if any. Humanosphere will respond to reasonable Content Take Down Requests in its sole discretion.

TAKE DOWN OF THE CONTENT IN QUESTION SHALL BE THE SOLE REMEDY FOR TAKE DOWN REQUESTERS.

8. Content Take Down Requests for Alleged Copyright Infringement. Humanosphere respects the intellectual property rights of others and requires that its users do the same. If you believe that Submitted Content on the Humanosphere Platform or Site or other activity taking place on the Site constitutes infringement of a work protected by copyright, please notify Humanosphere by contacting us in accordance with Section 17 (Contact Us) and submit a Content Take Down Request. The Content Take Down Requests must include enough information about the particular Submitted Content in question for Humanosphere to identify the Submitted Content, including (i) the pages/URL(s) at which the Submitted Content is posted, (ii) the user name of the user who posted the Submitted Content, and (iii) the text associated with the Submitted Content, if any.

9. Warranty Disclaimer. Humanosphere does not promise that the Humanosphere Platform or the Site will be error-free or uninterrupted. The Humanosphere Platform, the Site, and all Humanosphere Services and Content within them are delivered on an “AS IS” and “AS AVAILABLE” basis. Humanosphere does not warrant or represent that materials you download from the Humanosphere Platform or the Site will be free of viruses or other harmful features.

HUMANOSPHERE DISCLAIMS (i) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING; (ii) ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, OR LEGALITY OF INFORMATION AVAILABLE ON THE HUMANOSPHERE PLATFORM OR THE SITE; AND (iii) ANY RESPONSIBILITY OR LIABILITY FOR HARM RESULTING FROM DOWNLOADING OR ACCESSING INFORMATION ON THE HUMANOSPHERE PLATFORM OR THE SITE, INCLUDING HARM CAUSED BY VIRUSES OR SIMILAR DESTRUCTIVE FEATURES. YOU EXPRESSLY AGREE THAT USE OF THE HUMANOSPHERE PLATFORM, SITE AND RELATED HUMANOSPHERE SERVICES IS AT YOUR SOLE RISK.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL HUMANOSPHERE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE HUMANOSPHERE PLATFORM, HUMANOSPHERE SITE, HUMANOSPHERE SERVICES, OR THE SUBMITTED CONTENT.

You agree that injunctive relief shall provide you with a good and sufficient remedy for any complaints against Humanosphere arising out of the Humanosphere Blog Service, and agree that you will not subsequently claim that such remedy or the remedy and damages limitations provisions of this Agreement has “failed of its essential purpose.”

Humanosphere Users may decide to engage in offline activities together, perhaps due to the relationships they have developed online. You agree to release and hold Humanosphere harmless from any and all losses, damages, rights, claims, and actions of any kind, either directly or indirectly, related to or arising from you participation in any such offline activities.

11. Indemnity. You agree to defend, indemnify, and hold Humanosphere and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys’ fees, arising from or related to your breach of this Agreement.

In the event that third parties believe they are harmed by your Submitted Content posted on the Humanosphere Platform or Humanosphere Site, and such Submitted Content gives rise to violation of privacy claims, claims of infringement, claims related to use of a third party’s image in Submitted Content you posted without consent, defamation claims, or any other claims of damage by a third party (each a “Third Party Claim”), then you agree to defend, indemnify, reimburse, and hold Humanosphere harmless from cost or expense (including reasonable attorneys’ fees) arising from such Third Party Claim. Humanosphere shall give you timely notice of and shall have the option to undertake and conduct the defense of any such Third Party Claim, if you are not diligently prosecuting such defense.

12. Notification of Changes. Humanosphere will provide notification to you through the Humanosphere Platform if a change in the Humanosphere Blog Service has occurred, including but not limited to (i) changes to the terms of this Agreement, or (ii) changes to the Humanosphere Blog Service such as new or discontinued features. Any changes to this Agreement will not be retroactive, and you will be prompted to review and accept the revised terms before you can continue to use the Humanosphere Platform.

13. General. This Agreement shall be governed in all respects by the laws of the Washington without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts in the State of Washington. The parties further agree that any cause of action arising under this Agreement or our Privacy Policy shall exclusively be brought in such courts. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Humanosphere’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Humanosphere and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

14. Duration of Rights. You will continue to enjoy your rights and to owe obligations under this Agreement until (i) you cease your use of the Services, or (ii) your access is revoked or suspended for misconduct, as set out in Section 6.4 (Revocation or Suspension of Use Privileges).

15. Duration of Terms; Survival

The following provisions shall survive the termination of these Terms and shall apply indefinitely:

Section 3.1(Humanosphere Intellectual Property; Ownership; Reservation of Rights)

Section 8 (Warranty Disclaimer)

Section 10 (Limitation of Liability)

Section 11 (Indemnity)

Section 13 (General)

Section 15 (Survival)

16. Relationship to Privacy Policy. This Agreement must be read in conjunction with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent this Agreement conflicts with the terms of our Privacy Policy, the terms of our Privacy Policy will control.

17. Contact Us. If you have any questions about this Agreement, or your dealings with Humanosphere, please contact us at:

Humanosphere
600 N 36th St #200
Seattle, WA, 98103