Morgan’s Message Terms of Service
Last Modified: August 4, 2020
Last Updated: August 4, 2020
The website Morgan’s Message (“Site”) is provided by Morgan’s Message, Inc., (“Morgan’s Message,” “we,” “us,” “Company,” or “our”) to provide any services offered via the Site, (“Services”) (“User,” “Users” “you” or “your”). These Services include amplifying stories that shed light on student-athletes’ mental health and to provide a platform for advocacy. To remove the stigma surrounding mental health.
THE INFORMATION YOU RECEIVE AND MANAGE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION INFORMATION REGARDING MENTAL HEALTH, IS PROVIDED SOLELY AS A CONVENIENCE TO YOU. NO PORTION OF THESE SERVICES SHALL CONSTITUTE MEDICAL ADVICE. MORGAN’S MESSAGE TAKES NO RESPONSIBILITY FOR THE ACCURACY OR USEFULNESS OF THE INFORMATION YOU RECEIVE, AND YOU ARE SOLELY RESPONSIBLE FOR THE USE OF THE INFORMATION. YOU ACKNOWLEDGE THAT A GREATER DEGREE OF RESPONSIBILITY ON THE PART OF COMPANY WOULD REQUIRE SUBSTANTIALLY INCREASED FEES, AND YOU AGREE TO ACCEPT THE RESPONSIBILITY DESCRIBED IN THIS AGREEMENT.
We may post additional usage and conduct rules regarding the Services at the site. You are required to abide by those rules as if set forth in full in this Agreement.
1. Our Services and Process
1.1. Our Services consist of those aspects identified above, including amplifying stories that shed light on student-athletes’ mental health.
1.2. Our Services may also include the ability to be sent notifications and ask questions regarding the above.
2. Restrictions on Use
2.1. By entering into this Agreement, you agree that you will not use the Services for any purpose prohibited by applicable laws, rules, or regulations.
2.2. 90398216v.2 We grant to you a non-transferable, non-exclusive and revocable license to use the Site and Services on your device (“Device”) according to the terms and conditions set forth in this Agreement. Except as expressly granted by this Agreement or otherwise by us or our licensors in writing, you acquire no right, title or license in the Site, Services, or any data, software, content, application or materials accessed from or incorporated in the Site or Services. This Agreement does not give you any rights to any updates or upgrades to the Site or Services or to any maintenance releases, patches, fixes, extensions or enhancements (collectively, “Updates”) to the Site or Services developed by us or our suppliers or licensors at any time in the future. We may provide Updates and/or support in our absolute discretion. We are not required to maintain legacy versions of the Site or Services. Your use of the Updates will be governed by this Agreement unless you are asked to agree to new or additional terms at the time of download or installation. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new or modified version of the Site or Services.
When you use the Services we will collect certain information about your use of the Services other than data that is personal information under Our Privacy Policy (defined below) (“Usage Data”). You grant to Company a non-exclusive, perpetual, fully-assignable, fully paid-up, royalty-free, and worldwide license to use, reproduce, modify, create derivative works, create compilations, publish, share, sell, distribute, display and transmit Usage Data. We may retain Usage Data in an anonymized fashion that does not allow the use of any of your personally identifiable Usage Data. Other personal information that does not qualify as Usage Data shall be governed by the provisions of Privacy Policy available at Privacy Policy.
3. Registration. In order to use certain features of the Services, you may be required register for the Services.
3.1. To register for the Services, you must be 13 years or older, and you must provide the information requested (which may include such items as FIRST NAME, LAST NAME, PASSWORD, EMAIL ADDRESS, and other information, and which may be collected through a third-party service, and you hereby authorize us to collect such data) (the “Registration Data”), and you must be a human – sorry robots. You may not share your login information with anyone. The information we obtain through your use of the Services, including your Registration Data, is subject to our policy regarding privacy (“Privacy Policy”), which is available at Privacy Policy. We operate the Services under the Privacy Policy which is hereby incorporated into this Agreement. Each party shall comply with the Privacy Policy.
3.2. You agree not to use the account, username or password of another user at any time or to do anything else that might jeopardize the security of your or another user’s account. You agree to notify us immediately of any unauthorized use of your account. If we have reasonable grounds to suspect violation of these terms or that registration information you have provided is untrue, inaccurate, outdated, or incomplete, we may terminate your account without refund and refuse current or future use of any or all of the Services. We are not responsible for any loss or damage to you or any third party that may be incurred as a result of any unauthorized access and/or use of your account, or otherwise.
3.3. You will be responsible for maintaining the security of your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account and any of your uses or misuses of your account.
4. Usage Rules and License Restrictions
4.1. You may not use the Services for any purpose other than as set forth in this Agreement. While we are not responsible for the things you do and say while using the Services, if your use of the Services does not conform to the purposes of the Services, we may take action to prevent your misuse of the Services, including suspending your account or terminating your use of the Services completely. We do not accept responsibility for any misuse of the Services.
4.2. In addition to governing yourself in accordance with the usage rules, you also agree to the following license restrictions. You agree: (a) to use the Services solely for the purposes set forth in this Agreement; (b) to not duplicate, copy or distribute the Site or Services, except as necessary to use it on your Device; (d) to not license, sell, rent, lease, lend, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Site or Services or make the Site or Services available to any third party; (e) to not use the Site or Services for any fraudulent, unlawful or illegal activity, or in any way that could harm the Site or Services or impair anyone else’s use of it or a wireless network or to try to gain unauthorized access to any service, data, account or network by any means; (f) to not modify, translate, or create derivative works based on the Site or Services or disassemble, decompile or reverse engineer any part of the Site or Services, except and only to the extent that applicable law expressly permits, despite this limitation; (g) to not engage in any harassment, illegal discrimination, or any other offensive or illegal behavior; (h) to not work around any technical limitations in the Site or Services; and (i) to preserve all copyright and other proprietary rights notices on the Site or Services and all copies thereof.
5. User Submissions
5.1. The Services allow the submission of content and materials (such as videos, pictures, ideas, notes, concepts, or creative suggestions) by you and other Users (“User Submissions”), and the hosting, sharing and/or publishing of such User Submissions. User Submissions and certain other information about you are subject to our applicable [insert link to Privacy Policy]. You understand that through your use of the Services you consent to the collection, retention and use by Morgan’s Message of your User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize Morgan’s Message to use, all intellectual property and any other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Services and this Agreement; and (ii) you have the written consent, release and/or permission of each and every identifiable individual person in the User Submission to use their name or likeness in connection with the User Submissions in the manner contemplated by the Services and this Agreement. For clarity, you shall retain all of your ownership rights in your User Submissions.
5.2. You understand that when using the Services you will be exposed to User Submissions from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent or objectionable.
5.3. We assume no responsibility whatsoever in connection with or arising from User Submissions. We assume no responsibility for actively monitoring User Submissions for inappropriate content. If at any time Morgan’s Message chooses, in its sole discretion, to monitor User Submissions, Morgan’s Message nonetheless assumes no responsibility for the content of the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the User submitting User Submissions. Further, Morgan’s Message does not endorse and has no control over the content of User Submissions submitted by other Users. Morgan’s Message makes no warranties, express or implied, as to the content of User Submissions or the accuracy and reliability of any User Submissions. Nonetheless, Morgan’s Message reserves the right to prevent you from submitting User Submissions and to edit, restrict or remove User Submissions for any reason at any time.
5.4. User Submissions are owned by the User who submitted them, subject to Morgan’s Message’s license to such User Submissions under this Agreement. User Submissions cannot be shared, displayed or duplicated by any other party other than the submitting User, except as permitted under this Agreement.
5.5. You hereby grant, and you represent and warrant that you have the right to grant, to Morgan’s Message an irrevocable, nonexclusive, royalty-free and fully paid worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Submissions, and to grant sublicenses of the foregoing, solely for our business purposes and/or to include your User Submissions in the Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Submissions. You also hereby grant to Morgan’s Message in connection with a sale of Morgan’s Message or the assets of Morgan’s Message, the right to sell or transfer the User Submissions to a third party.
6. Security
The information that the Site or Services collects may be stored locally on your Device and may be transmitted to our servers in other countries where we or our service providers operate. The transmission of information over wireless and wired networks is not inherently secure. We use many tools to help protect your personal information against unauthorized access and disclosure. However, we do not guarantee that your personal information or private communications will always remain private when using the Site or Services.
7. Term and Termination
Your license to use the Site or Services is effective until we terminate it. In addition, your rights under this license will terminate automatically without notice to you if you fail to comply with any of the provisions of this Agreement. We reserve the right to suspend, discontinue, enhance, update or otherwise modify the Site or Services, or its availability to you, at any time without notice. Upon termination of the license to the Site or Services, you will cease all use of the Site or Services.
8. Credit Card Authorization and Payment
We use a third-party credit card processor to store and process credit card transactions. By entering into this Agreement, you authorize us to charge your credit card for any of the services you order using the our Site. If for any reason your credit card charge is reversed, you agree to pay our fees in the amount set forth via other payment method reasonably acceptable to the parties.
9. Order Acceptance
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order. We reserve the right at any time after receipt of your order to accept or decline your order for any reason. We further reserve the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by us upon our delivery of the products that you have ordered. We may require additional verifications or information before accepting any order.
10. Order Acceptance
You may cancel orders provided that we have not begun to process the products in your order for shipment. You may do this by visiting your cart.
Your orders and your shipment dates can be modified at any time before the ship date specified in your Account Settings for your then-current order. You may update the date of your shipment and/or the items in your shipment, by emailing info@morgansmessage.org.
11. Returns and Refunds
Subject to the return and refund policy, we accept returns under certain conditions. Please reach out to us at info@morgansmessage.org for any questions.
12. Warranty Disclaimer and Liability Limit
12.1. EXCEPT FOR WARRANTIES SET FORTH EXPRESSLY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SITE OR THE SERVICES, OR AGAINST INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. WE DO NOT WARRANT THAT THE SITE OR THE SERVICES WILL BE ERROR-FREE, THAT THE INFORMATION THEY PROVIDE, TRACK, OR STORE WILL BE ACCURATE OR TIMELY, OR THAT OPERATION OF THE SITE OR SERVICES WILL BE SECURE OR UNINTERRUPTED.
12.2. EXCEPT WITH REGARD TO OUR WILLFUL MISCONDUCT, NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, AND IN CONSIDERATION OF THE RELATIVE RISKS AND REWARDS, WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF WE ARE APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING; NOR, EXCEPT FOR OUR WILLFUL ATTEMPTS TO HARM YOU, SHALL OUR TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF $500.00.
13. Release and Indemnity
Your use of the Services involves risks for which we cannot be responsible. You are solely responsible to make decisions regarding your operations, actions, and inactions. The Site and Services are provided for your convenience, but it is not designed for you to rely on the information it provides, develops, tracks, or stores. For these reasons, you hereby release Company and its employees and agents from any and all liability arising out of your use of the Services, and you waive any claims against Company, its employees and agents, that may arise out of or be related to your use of the Services and the information the Services provide, develops, tracks, or stores. You also agree to defend, indemnify, and hold Company, its employees and agents, harmless from and against any and all losses, damages, judgments, settlements, and other claims, including attorney fees and court costs, arising out of or related to (1) your breach of any of the provisions of this Agreement, including without limitation the usage rules, (2) your use of the Site or Services, (3) your negligent or intentional acts or omissions and (4) your conduct that is contrary to applicable law. You agree, if we so request, to appoint us as your agent for purposes of pursuing and managing any insurance claims arising out of or related to this Agreement.
14. Notices
Except as explicitly stated otherwise, legal notices will be served, with respect to Company, on Company’s registered agent, and, with respect to you, to the email address you provide to Company during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.
15. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia. The parties hereby submit to the exclusive personal jurisdiction of the state and federal courts located in the State of Virginia and waive any objections to jurisdiction therein that are based on forum non conveniens.
16. Severability
If any provision of this Agreement, including without limitation the warranty disclaimer and liability limitation terms, shall be unlawful, void, or for any reason unenforceable, then the unenforceable or void portion of that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.
17. Headings
The headings used in this Agreement are for ease of reference only. They are not intended as a complete re-statement of the matters contained under each heading, and you acknowledge that you have read and understand all the text of this Agreement, and not just the headings.
18. Entire Agreement
This Agreement and any applicable terms agreed in a sign-up document, as each may be amended as set forth herein, are the entire agreement between you and Company relating to the subject matter herein.
19. Claims; Statute of Limitations
YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
20. Attorney Fees
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.
21. Waiver
No waiver of any of this Agreement by Company is binding unless authorized in writing by an executive officer of Company. In the event that Company waives a breach of any provision of this Agreement, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of this Agreement and will in no manner affect the right of Company to enforce the same at a later time.
22. Force Majeure
Company will not be liable for, or be considered to be in breach of, or default under, this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond Company’s reasonable control.
23. Survival
All provisions of this Agreement, other than those entirely fulfilled within the term of the Agreement shall survive the expiration or earlier termination of this Agreement.