TERMS OF SERVICE

Last Updated: 03/21/2018

Phase One – The Road to Curing Cancer, a California nonprofit public benefit corporation, d/b/a Phase One Foundation (referred to throughout as “us”, “we”, “our”, etc.), whose mailing address for the purpose of notice is 5792 West Jefferson Boulevard, Los Angeles, California 90016 and whose email address for the purpose of notice is info@phaseonefoundation.org, is a nonprofit dedicated to supporting ground-breaking Phase I and Phase II clinical cancer research, innovative education and treatment programs, and funding forward-thinking leaders in the scientific and medical community and is the owner and operator of the www.phaseonefoundation.org website. These Terms of Service apply to the www.phaseonefoundation.org website and any API integrations and widgets that we or our affiliates own or operate that include a link to this statement, including any tools, features, functionality, or services available on or through any of the foregoing (collectively referred to as the “Website”). Any person who accesses, uses, or registers with the Website (such party referred to throughout as “you”, “your”, etc.) agrees to be contractually bound by these Terms of Service (the “Terms”). If you are accepting or agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to the Terms, and the terms "you" and "your", etc. will refer to both you as an individual and the company or legal entity you represent.

The Website offers certain features and functionality, including the ability to make donations and register to receive email and snail mail communications. By accessing or using the Website or any of the features or functionality accessible therein, you are entering into a legally binding agreement with us and you may be entering into agreements with third-party service providers.

YOUR USE OF THE WEBSITE, OR ANY OF THE FEATURES OR FUNCTIONALITY ACCESSIBLE THEREIN, INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPT THESE TERMS, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THE TERMS. If you do not wish to use the Website in accordance with the Terms, then you must immediately discontinue using the Website.

1. UPDATES TO THE TERMS AND APPLICABILITY OF THE TERMS

1.1 Updates. We may update or change the Terms from time to time. Amendments will only apply prospectively. A given amendment will not apply to claims arising before, or arising from facts occurring before, the point in time when that amendment was published to the Website. We will let you know that the Terms have been updated or changed by publishing the date of the last amendment at the top of this page. You agree that this method of notice is sufficient and that you will regularly check these Terms for updates or changes.

2. LICENSE TO USE

2.1 License Grant. Subject to your compliance with the Terms, we grant you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Website for non-profit charitable use only, and not for use for any private or for-profit business purpose or for any commercial activity. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Website and Services as provided by Phase One Foundation, in the manner permitted by these Terms. This foregoing license is subject to modification or revocation at any time at our sole discretion.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms. All rights not expressly granted to you herein are hereby reserved.

3. INTELLECTUAL PROPERTY

3.1 IP Protection. The Website, its forward-facing components (images, designs, text, arrangements of the foregoing, etc.), its various features and services, and all underlying software and code belong exclusively to us. You understand and agree that your use of the Website in no way gives you a right, title, or interest in the Website or our intellectual property. The Website and its various component parts are protected by copyright law, trademark law, and other laws germane to the protection of intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Website.

Without limiting the foregoing, you acknowledge and agree that the trade names, logos, and other trademarks and service marks associated with Phase One Foundation (the "Phase One Marks") are the property of Phase One Foundation, and that you are not permitted to use the Phase One Marks or any confusingly similar marks without our prior written consent.

You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality, tools or content of the Website in any form or by any means, or sublicense the rights granted in the Terms of Service, except as expressly permitted herein, without the prior written permission of Phase One Foundation or the intellectual property owner, as applicable.

3.2 Feedback. We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Website ("Feedback"). You may submit Feedback by e-mailing us, at info@phaseonefoundation.org. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Phase One Foundation. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by Phase One Foundation for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to Phase One Foundation all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.

You agree to sign and deliver such documents, and otherwise provide such assistance, as may reasonably be required from time to time to perfect Phase One Foundation’s rights in such improvements, enhancements and modifications.

4. GENERAL USER WARRANTIES, OBLIGATIONS & RESTRICTIONS

4.1 User Warranties. By accessing, using, or registering with the Website you represent, warrant, and irrevocably covenant that:

· You have the authority to enter into this agreement.

· If you are using the Website on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity to this agreement and you agree to be bound by this agreement on behalf of that entity.

· You will not interfere with any security-related features of the Website, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse-engineer or otherwise attempt to discover the source code of any portion of the Website except to the extent that the activity is expressly permitted by applicable law.

· You will not interfere with the operation of the Website or anyone else’s use and enjoyment of the Website, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, (ii) or interfering with or disrupting any network, equipment, or server connected to or used to provide the Website, or violating any regulation, policy, or procedure of such network, equipment, or server.

· You will not perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation or falsifying your entity information (if necessary).

4.2 Responsibility for Submitted Information. Ultimately, all content that you submit to the Website is your sole responsibility as the person or entity that submitted such information. Under no circumstances will we be liable in any way for any content submitted or uploaded by you or our other users, including, but not limited to, any loss or damage of any kind incurred as a result of any information you submit via the Website.

5. INTERNATIONAL USE

5.1 International Use. You represent, warrant and irrevocably covenant that you will refrain from making donations through the Website if you (i) are located in a country embargoed by the United States, or (ii) are on the U.S. Treasury Department’s list of Specially Designated Nationals. If you choose to use this Website, you are solely responsible for compliance with all applicable laws, regulations, and rules and you consent to having your data transferred, processed, and stored in the United States.

6. FEES AND RECEIPTS

6.1 Processing Donations and Third Party Payments. Our third party payment processors charge payment processing fees from each donation that you make and are payable directly to the third party payment processors. The processing of payments will be subject to the terms, conditions, and privacy policies of our payment processors, in addition to this agreement. DonorPro Merchant Services is our payment processors. DonorPro Merchant Services assesses fees of 2.89% plus $0.20 per credit card transaction and 2.89% plus $0.50 per ACH transaction made via the Website. The Website offers donors the option to pay these payment processing fees on our behalf. We do not control and are not liable for the security or performance of any of our payment processors or other third party service providers. We reserve the right to correct, or instruct one or more of our payment processors to correct, any errors or mistakes, even if payment has already been requested or received.

6.2 Donations. The Website allows you to make donations to Phase One Foundation. ALL DONATIONS ARE FINAL AND NONREFUNDABLE.

6.3 Receipts. Persons that make eligible donations via the Website will receive a receipt that complies with IRS requirements regarding receipts for charitable donations.

7. ADDITIONAL POLICIES

7.1 Privacy Policy. By using the Website you indicate that you have also read and accepted the terms of our Privacy Policy, which you may view in full by clicking here . By using the Website you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

8. LIABILITY

8.1 Disclaimer of Warranties. WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE WEBSITE OR ANY FEATURES OR FUNCTIONALITY THEREOF TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. THIS WAIVER INCLUDES, BUT IS NOT LIMITED TO, ALL WARRANTIES OF NON-INFRINGEMENT AND ACCURACY OF INFORMATION. WE MAKE NO WARRANTIES CONCERNING CONTINUITY OF SERVICE, THE SECURITY OF THE WEBSITE, OR THAT THE WEBSITE WILL BE ERROR FREE. WE OFFER THE WEBSITE AND THE FEATURES CONTAINED THEREIN “AS IS” AND “WITH ALL FAULTS.”

8.2 Disclaimer Regarding Health Advice. The information on the Website is provided for educational and information purposes only. Such information or materials do not constitute and are not intended to provide health advice and should not be relied on in that respect. We suggest that you consult a physician and/or other medical professional to answer any health questions. Before you act on any information you have found on the Website you should confirm any facts that are important to your decision. IF YOU RELY ON ANY INFORMATION OR SERVICE PROVIDED THROUGH THE WEBSITE, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS YOU MAY INCUR THAT RESULTS FROM YOUR USE OF THE WEBSITE OR ANY MATERIAL OTHERWISE PROVIDED BY THE WEBSITE.

8.3 Taxes. We make no representations about the nature of any donation anyone makes through the Website. All donors should consult with a qualified financial advisor prior to claiming a deduction on his, her, or its taxes.

8.4 Release. You hereby release us, our successors and assigns, our affiliates, and each of the foregoing’s respective directors, officers, employees, contractors, and agents (collectively, the “Releasees”) from any and all liability, costs, expenses, losses, damages (including damage to property or personal injury or death), and claims, whether known or unknown, which may arise from your use or inability to use the Website or any components thereof; and (ii) from the acts or omissions of third parties you transact with through the Website (collectively the “Released Claims”).

In furtherance of the foregoing, and only with respect to the Released Claims, you waive your rights under California Civil Code Section 1542 which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

8.5 Limitation of Liability. NEITHER WE NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS, WILL BE LIABLE TO YOU FOR SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING LOST REVENUES OR PROFITS, OR LOSS OF GOODWILL), REGARDLESS OF THE CAUSE, LEGAL THEORY, OR CAUSE OF ACTION, EVEN IF WE HAVE BEEN ADVISED OF THE LIKELIHOOD THEREOF. OUR AGGREGATE LIABILITY, TOGETHER WITH THE LIABILITY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS, ARISING OUT OF THESE TERMS AND YOUR USE OF THE WEBSITE (WHEN AGGREGATED WITH ALL OTHER CLAIMS AGAINST US ARISING OUT OF THIS AGREEMENT AND YOUR USE OF THE WEBSITE), REGARDLESS OF THE TYPE OF CLAIM(S) OR THE NATURE OF THE CAUSE(S) OF ACTION, WILL NOT EXCEED THE GREATER OF (I) ONE HUNDRED U.S. DOLLARS ($100) OR (II) THE NET AMOUNT OF DONATIONS YOU AND/OR YOUR ENTITY HAVE MADE TO PHASE ONE FOUNDATION THROUGH THE WEBSITE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM(S). YOU ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN WE HAVE REACHED AND THAT THEY WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSIVE OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, PHASE ONE FOUNDATION’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY AND ALL OF THE FOREGOING, SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

8.6 Indemnification. To the maximum extent not prohibited by applicable law, you agree to release, defend, indemnify, and hold the Releasees, harmless (collectively "indemnify" or any variation thereof) from and against any claims, liabilities, damages, losses, costs and expenses, including, any bodily injury, illness, death or damage to any real or personal property, or any other injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind, and including reasonable legal fees and litigation expenses and costs, arising out of or relating to or in any way connected with (i) your access to or use of the Website, including any and all features, functionality, tools, and content available on and through the Website, (ii) your breach of the Terms, including any violation of national, federal, state or local or other applicable laws, rules or regulations or any infringement or misappropriation of the rights of any third party, and (iii) your gross negligence or willful misconduct.

8.7 Obligation to Defend. You agree that, at our option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense, (i) we may nevertheless participate in such defense or settlement negotiations and pay our own costs associated therewith, and (ii) you will not enter into any settlement or other compromise without our prior written approval of (which shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

8.8 No Implied Indemnity. No person or entity shall be entitled to any form of equitable or implied indemnification at any time, except as provided by the Terms.

9. GENERAL

9.1 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of California, as such laws are applied to agreements made between California residents and performed entirely within the State of California, and without regard to conflicts of laws principles.

9.2 No Assignment. You have neither the right nor the power to assign your rights under these Terms. Any purported assignment of your rights under these Terms is NULL AND VOID.

9.3 Entire Agreement. These Terms and the agreements, policies and other terms incorporated by reference herein contain the entire agreement between you and us, they are a complete integration of our agreement and supersede and displace any earlier or contemporaneous written or oral negotiations, statements, or agreements purporting to deal with the subject matter hereof.

9.4 Severability. If any provision of the Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, this finding shall not render any other provision of the Terms unenforceable, invalid, or illegal. We both agree that a court will have the authority to modify or replace the unenforceable, invalid, or illegal provision with a valid and enforceable provision that most closely represents our intentions with respect to the invalid, illegal, or unenforceable provision.

9.5 No Waiver And Force Majeure. Any delay on your part, or on our part, to exercise a right or power granted under these Terms will not be construed as a waiver of such right or power. All waivers must be in writing and a waiver of any particular breach will not be construed as a waiver of any other breach, or any succeeding breach. We shall have no liability whatsoever for delays or interruptions in delivery or accessibility of any of the Website, interruptions of service, or other breach of these Terms of Service due to fire, explosion, lightning, power surge or failure, water, Acts of God, civil disturbance, terrorism, acts or omissions of communications carriers, or other causes beyond our reasonable control.

9.6 Survival. The provisions of the sections of these Terms titled “Intellectual Property,” “Liability,” and “General” will survive termination.

9.7 Headers. The headers contained within these Terms are for convenience of reference only. They should not be interpreted to modify the plain meaning of the various provisions of these Terms.

9.8 Attorney’s Fees. If a dispute arises out of these Terms or your use of the Website then the prevailing party in any arbitration or litigation will be entitled to recover all costs and expenses (including reasonable attorney’s fees) incurred as a result of that litigation.

9.9 Contact Us. If you have any questions or concerns, please contact us at info@phaseonefoundation.org.

You can also write to us at:

Phase One Foundation

5792 West Jefferson Boulevard

Los Angeles, California 90016

9.10 California Residents. Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the Website or requests to receive further information regarding the Website may be sent to the above address or to info@phaseonefoundation.org.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210. Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see http://www.dca.ca.gov for additional information.