These Terms of Use (“Terms”) govern your use of the Tipping Point (“Tipping Point” or “We”) website (https://tippingpoint.org/) (“Site”) and any applications, software, services, products, and content (including any website or third-party social media activity related to Tipping Point that we post or otherwise make available through or in connection with the Site (collectively, the “Services”). The words “user”, “you” and “your” refer to entities or individuals that access or use the Services. By accessing the Site or using the Services, you acknowledge and agree that you are expressly bound by the Terms and our Privacy Policy (available at: https://tippingpoint.org/our-people-values/privacy-policy/), which is expressly incorporated by reference into these Terms.

ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION AGREEMENT BELOW. YOU AND TIPPING POINT AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, INCLUDING WAIVER OF ANY RIGHT TO A TRIAL BY JURY, AND THAT YOU AND TIPPING POINT WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED IN THAT ARBITRATION AGREEMENT. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT, YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST TIPPING POINT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ALSO WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 14 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS THEREOF, AND HOW TO OPT OUT.

Community Guidelines

As a nonprofit advancing poverty-fighting solutions in the San Francisco Bay Area, we want Tipping Point to be a safe, genuine, and inspiring place. As such, by accessing or using our Site or Services, you also agree to the following Community Guidelines:

1. Act with integrity and authenticity and treat others with respect and kindness.
2. Do your part to keep Tipping Point and its Site a safe, productive, and inclusive community.
3. Treat our Content and Services with care and adhere to these Terms.
4. Do not engage with our Content or Services in violation of these Terms or any applicable laws or regulations.
5. Do not spam others or engage in any hate speech, bullying, harassment, or misinformation.

Information or other material from the Website may not be used for commercial purposes. If you use such information or material, you agree to give appropriate credit, provide a link, and indicate if changes were made. You may do so in any reasonable manner, but not in any way that suggests Tipping Point endorses you or your use.

1. Acceptance

The Services may contain information relating to Tipping Point in text, graphics, data, and other materials (“Content”). By using the Services, you acknowledge that you have read, understood, and agree to be legally bound, where permitted by law, by these Terms, regardless of whether we have separate agreements with you. Do not access or use the Services or Site if you do not agree to these Terms.

2. Eligibility

The Services are only available to users who are at least 18 years of age. Only your personal, non-commercial use of the Services is permitted.

3. Modification

Tipping Point reserves the right to change these Terms at any time by posting an updated version on the Site. You are responsible for periodically reviewing these Terms for updates. Updated Terms are binding on you as of the date of posting. Your continued use of the Services is an acceptance of the updated Terms. If, at any time, you do not agree to the Terms, do not use the Services.

4. Ownership

The Services, including all text, graphics, user interfaces, visual interfaces, photographs, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement thereof, and any other Content appearing on the Website, are owned, controlled, or licensed by or to us, and are protected by United States and international copyright, trademark, trade dress, patent and various other intellectual property and proprietary rights and unfair competition laws. MADE BY THE BAYⓇ , ALL INⓇ and SF ALL INⓇ are all registered trademarks of Tipping Point. All trademarks, service marks, graphics and logos used in connection with our Services are registered and unregistered trademarks owned by Tipping Point and its licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any Tipping Point or third party trademarks or other intellectual property rights.

5. User Content

Certain features of the Services may enable users to post or submit user-generated Content, including application materials (“User Content”). You hereby grant Tipping Point an irrevocable, perpetual, non-exclusive, transferable, sublicensable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on the Site for any purpose and in all forms and all media, whether now known or that become known in the future, and you agree not to assert any moral rights or rights of publicity against us for using such User Content. You represent and warrant that you own or control all rights in and to your User Content, including right to grant the rights above to us, and that it does not violate, infringe or misappropriate any third party’s rights.

6. Site Functionality

(a) Donations
Tipping Point is a 501(c)(3) organization registered in San Francisco, CA with the EIN number 20-2121739. Tipping Point receives donations both on the Site and offline. Fees associated with such donations may change without notice. By making a donation, you acknowledge that you are at least eighteen years old, legally competent, and agree to these Terms. You also agree that all details you provide us for making a donation will be correct, including ownership and validity of any payment method such as a credit or debit card. Tipping Point may validate your payment details before processing your donation.

(b) Purchases
When making a purchase on the Site, a third-party payment provider may receive and implement your credit card information from your issuer. You agree that you will not hold Tipping Point responsible for any banking charges incurred because of payments made on your account. You further agree that all purchases are non-refundable, and we may change or add to the fees or charges in relation to any of the Services at any time at our discretion.

7. Use Restrictions

You agree to not (i) post on the Site or send to Tipping Point any defamatory, pornographic, threatening, obscene, or otherwise unlawful materials that could constitute a criminal or civil offense, or encourage the commission of such an offense, (ii) copy the Site or Services without permission, (iii) reproduce photos displayed on the Site, including but not limited to photos of our grantees, (iv) reproduce information from the Site without giving attribution to Tipping Point, (v) knowingly or recklessly introduce a virus or other harmful component, or otherwise tamper with, impair or damage the Site or Services, (vi) develop, support, or use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process (including crawlers, browser plugins and add-ons or any other technology), to access, acquire, copy, scrape, or monitor any portion of the Site, Services, or any Content for commercial purposes, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site, or (vii) interfere with any person or entity’s use or enjoyment of the Site or Services.

9. Indemnification

You agree to defend, indemnify and hold Tipping Point and any of our affiliates and subsidiaries, as well as their respective officers, directors, board members, board advisors, employees, partners, agents, successors and assigns harmless from any loss, liability, claim or demand, including attorney’s fees, based on any and all claims arising from your use of the Site and Services. This will also extend to any claims made by a third party or Tipping Point arising from your breach of any provision of these Terms.

10. Links to Third-Party Sites

Tipping Point makes no representations or warranties about any Site that you may access through the Services, and does not monitor or control such Sites. Tipping Point is not responsible for or liable for any content on any such Sites or resources that it does not own or control and you use all such links to third-party Sites at your own risk. If Tipping Point provides links to or references any third parties or third-party Sites, it is only as a convenience and Tipping Point does not endorse such a third party or its services.

11. DMCA Notice

Tipping Point will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (“DMCA”). Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted to the following Designated Agent for Tipping Point in accordance with the DMCA: Tipping Point, Attention: DMCA Designated Agent, 220 Montgomery Street
Suite 850, San Francisco, CA 94104, contact@tippingpoint.org.

12. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL TIPPING POINT, OUR LICENSORS, OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITE OR SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR ANY CONTENT AVAILABLE THROUGH THE SITE OR SERVICES. NOTHING IN THIS SECTION IS INTENDED TO LIMIT ANY RIGHTS YOU HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

IN NO EVENT SHALL TIPPING POINT, OUR LICENSORS, OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE CONTENT, SERVICES, OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, PERSONAL INJURY (INCLUDING DEATH), AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, THE SITE, SERVICES, OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE OR SERVICES OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS TIPPING POINT’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE OR CONTENT IS TO STOP USING THE SERVICES.

TIPPING POINT PROVIDES THE SITE AND ALL INFORMATION ON THE SITE AND THE SERVICES, INCLUDING BUT NOT LIMITED TO TEXT, IMAGES, AUDIOVISUAL MATERIALS, COMMENTARY, LINKS AND THIRD-PARTY CONTENT, ON AN “AS IS” BASIS TO ALL USERS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (V) THAT ANY DEFECTS OR ERRORS IN THE SITE OR SERVICES WILL BE CORRECTED; (VI) THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR (VII) THAT THE SITE OR SERVICES IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM.

13. Governing Law
You agree that, with the exception of the Arbitration Agreement as provided below, these Terms, your use of the Services and any and all disputes between You and Tipping Point shall be governed by the laws of the State of California without giving effect to any conflict-of-laws principles.

14. Dispute Resolution By Binding Arbitration (“Arbitration Agreement”): PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

• Agreement to Arbitrate:
  You and Tipping Point agree that any and all disputes or claims that have arisen or may arise between you and Tipping Point, whether arising out of, connected to, or otherwise related in any way to these Terms (including any breach thereof), the Site, or the Services, or any aspect of the relationship or transactions between us, must be resolved through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. This Section, the Arbitration Agreement, is intended to be interpreted broadly and shall govern any and all such disputes.
  You and Tipping Point agree that the Federal Arbitration Act governs the interpretation and enforcement of the Arbitration Agreement.

• Waiver of Right to Trial by Jury:
  You agree that, by entering into these Terms, you and Tipping Point are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury.

• Waiver of Class-Action, Class- and Mass-Arbitration:
  You and Tipping Point agree that the arbitration shall be conducted in your individual capacities only, not as a plaintiff or class member in any purported class or representative in a mass action or proceeding. You and Tipping Point agree to expressly waive the right to file a class action, class-, or mass-arbitration, or otherwise seek relief on a class or mass basis. Unless both you and Tipping Point agree otherwise, the arbitrator may not consolidate or join more than one individual’s or party’s claims and may not otherwise preside over any form of consolidated, representative or class proceeding. The arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claims. If an arbitrator or court decides that an arbitration can proceed on a class or mass basis, then this Arbitration Agreement will be null and void. You and Tipping Point shall then have been deemed to not have agreed to arbitrate disputes.

• Opt-out of Mandatory Arbitration:
  You can opt-out of this Arbitration Agreement within 30 days of first accepting these Terms by emailing Tipping Point at arbitration-opt-out@tippingpoint.org (the “Arbitration Opt-Out Address”) with your first and last name and the email address associated with your account and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

• Pre-Arbitration Dispute Resolution:
  Tipping Point is always interested in resolving any disputes amicably and efficiently, and many concerns can be resolved quickly and to the user’s satisfaction by contacting us at arbitration-opt-out@tippingpoint.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Tipping Point should be sent to Tipping Point, Attention: Legal, 220 Montgomery Street, Suite 850, San Francisco, CA 94104, arbitration-opt-out@tippingpoint.org. (Hereinafter, the ”Notice Address.”) The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Tipping Point and you do not resolve the dispute within sixty (60) calendar days after the Notice is received, you or Tipping Point may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Tipping Point or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Tipping Point is entitled.

• Arbitration Procedures:
  Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its Site, http://www.adr.org. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the interpretation, scope, enforceability, formation, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler than judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Tipping Point and you agree otherwise, any hearings will take place in San Francisco, California with due consideration for both parties’ ability to travel and other pertinent circumstances. If Tipping Point and you are unable to agree on a location, the determination shall be made by the AAA. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

• Arbitration Procedures:
  Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.

• Confidentiality:
  All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

• Severability of Terms or Provisions of Arbitration Agreement:
  If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Waiver of Class-Action, Class- and Mass-Arbitration” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Waiver of Class-Action, Class- and Mass-Arbitration” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms will continue to apply.

• Future Changes to Arbitration Agreement:
  Notwithstanding any provision in these Terms to the contrary, Tipping Point agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Arbitration Opt-Out Address or Notice Address) while you are a user of the Site, you may reject any such change by sending Tipping Point written notice within thirty (30) calendar days of the change to the Arbitration Opt-Out Address provided above. By rejecting any future change, you agree that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

15. Waiver and Severability

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of these Terms will continue in full force and effect.

16. Entire Agreement and Amendments

These Terms constitute the entire agreement between you and Tipping Point for your use of the Services, Site, and Content and supersede all existing agreements and all other communication as well as any prior agreements and understandings between you and Tipping Point about its subject matter relating to the use of the Services, Site or Content. These Terms may not be modified by you unless in writing signed by you and us. We may update these Terms from time to time upon written notice to you and your ongoing use or access to the Site or Services shall constitute your acceptance of and agreement to such amended Terms.

17. Exclusive Jurisdiction and Place of Venue

You and Tipping Point agree that the state and federal courts located within San Francisco County, California, have personal and exclusive jurisdiction over any disputes or claims not subject to arbitration, provided that Tipping Point may seek equitable relief in any court of competent jurisdiction.

19. Termination

Tipping Point reserves the right to terminate this Agreement or your use of the Services at any time, in its sole discretion.

20. Privacy

For more information about how we handle data, please see our Privacy Policy here: https://tippingpoint.org/our-people-values/privacy-policy/.

21. Contact

You may contact Tipping Point at info@tippingpoint.org with any questions about this Agreement.