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Terms and Conditions for Use

Effective September 18, 2012

Introduction.

Welcome to the Adopt-a-Mimi, Inc. website (“Website”). By browsing or otherwise using this Website, you are agreeing to comply with and be bound by the following terms and conditions of use (the “Terms”), which, together with our Privacy Policy, govern Adopt-a-Mimi, Inc.’s relationship with you as it relates to your use of this Website.

The term “Adopt-a-Mimi Inc.,” “ADOPT-A-MIMI,” “us,” or “we” refers to the owner of the Website whose registered office is PO Box 79278, Charlotte, North Carolina 28271. The term “you” refers to the user or viewer of our Website. The use of this Website is subject to the following Terms.

ADOPT-A-MIMI reserves the right to change or modify the Terms at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Website. Your continued use of the Website following the posting of changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should periodically review the

Terms from time to time. If you do not agree to the amended terms, you must stop using the Website.

Privacy Policy.

Please refer to our Privacy Policy for information on how ADOPT-A-MIMI collects, uses and discloses information it collects from the Website users.

Copyright and Limited License.

Unless otherwise indicated in the Website, the Website and all content and other materials on the Website, including, without limitation all trademarks, service marks, designs, texts, graphics, pictures, information, data, software, methods, inventions, sound files, other files and the selection and arrangement thereof (collectively, the “Website Materials” or “Materials”) are the proprietary property of ADOPT-A-MIMI or ADOPT-A-MIMI’s licensors, or users and are protected by U.S. and international copyright, trademark, and other intellectual property laws. Permission is granted to access and use the Website in accordance with these Terms and the other rules and restrictions contained in the Website. You may only use the Website Materials for your personal, non-commercial use, provided that you retain all copyright, trademark, and other proprietary notices contained in the Website Materials. In addition, you agree that such permission does not include: (a) any commercial use or any resale or redistribution of the Website or the Website Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Website Materials, (d) making any derivative uses of the Website and the Website Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Website, the Website Materials or any information contained therein, except as expressly permitted on the Website; or (g) any use of the Website or the Website Materials other than for its intended purpose. The permission granted herein is revocable at any time, with or without cause. Except as expressly stated herein, none of the Website Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transmitted or otherwise used in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of ADOPT-A-MIMI or the copyright owner. The permission given to you terminates automatically if you breach any of the Terms. Upon termination, you must immediately destroy any downloaded and printed Website Materials. You also may not, without ADOPT-A-MIMI’s permission, “mirror” any Materials contained on this Website on any other server. Any unauthorized use of any Website Materials may violate applicable law (including copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes).

Repeat Infringer Policy.

ADOPT-A-MIMI respects the intellectual property of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, ADOPT-A-MIMI has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, the account of any users who are deemed to be repeat infringers. ADOPT-A-MIMI may also, at its sole discretion, limit access to this Website and/or terminate the accounts of any users who infringe the intellectual property rights of others (regardless of whether there is any repeat infringement).

Trademarks.

The Adopt-a-Mimi, Inc. logo, the name Adopt-a-Mimi, Inc., the ADOPT-A-MIMI initials, and any other product or service name or slogan contained in the Website are trademarks of ADOPT-A-MIMI, its corporate partners, licensors, or other respective owners, and may not be copied, imitated or used, in whole or in part, without the prior written permission of ADOPT-A-MIMI or the applicable trademark holder. You may not use any metatags or any other “hidden text” using “Adopt-a-Mimi, Inc.,” the ADOPT-A-MIMI initials, or any other name, trademark or product or service name of ADOPT-A-MIMI without our prior written permission. Unless specifically stated otherwise, reference to any products, services, or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Donations.

Any Website user may become a donor (“Donor”) by pledging a donation to ADOPT-A-MIMI by using the donation tool on this Website. You acknowledge and agree that you are under no obligation to become a Donor or to pledge a donation and that you will be solely responsible for any decision to become a Donor. You understand that your contribution is being made to ADOPT-A-MIMI, and that ADOPT-A-MIMI has exclusive legal control over all donations. In the event that you make a donation pledge, you will be required to provide credit card or other payment information at the time of the pledge. You represent and agree that all payment information you provide to ADOPT-A-MIMI will be true, accurate, current and complete and that you will update such payment information as necessary to maintain such information as true, accurate, current and complete. In the event that your payment cannot be processed due to inaccurate payment information, insufficient funds, or any other reason, you agree to immediately provide ADOPT-A-MIMI with alternative payment information to fulfill your donation pledge. You acknowledge and agree that all donations are final and will not be returned, in whole or in part.

Adopt-a-Mimi Access.

The ADOPT-A-MIMI website and ADOPT-A-MIMI service is intended for use by individuals thirteen years of age and older. By using the website and ADOPT-A-MIMI services you certify that you are at least thirteen years of age.

If you are an ADOPT-A-MIMI Volunteer, an ADOPT-A-MIMI Senior Living in an Assisted Living Facility, or an Assisted Living Facility you can get connected with fellow Volunteers, Seniors Living in an Assisted Living Facility, Assisted Living Facility Staff, and ADOPT-A-MIMI staff on the Adopt-a-Mimi Access online community (“Adopt-a-Mimi Access”). Adopt-a-Mimi Access is our members-only online community where ADOPT-A-MIMI Volunteers, ADOPT-A-MIMI Seniors Living in an Assisted Living Facility, Assisted Living Facilities, and Adopt-a-Mimi staff can share information, support, and resources. ADOPT-A-MIMI program and event information, videos, photos, blogs, and chat allow Volunteers and Seniors in Assisted Living Facilities to connect with each other and ADOPT-A-MIMI across the country.

You understand that all information, data, text, photographs, graphics, video, messages, tags, or other materials contained in the Adopt-a-Mimi Access pages (“Connect Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Connect Content originated. This means that you, and not ADOPT-A-MIMI, are entirely responsible for all Connect Content that you upload, post, email, transmit or otherwise make available via Adopt-a-Mimi Access. ADOPT-A-MIMI does not guarantee the accuracy, integrity or quality of such Connect Content. Under no circumstances will ADOPT-A-MIMI be liable in any way for any Connect Content, including, but not limited to, any errors or omissions in any Connect Content, or any loss or damage of any kind incurred as a result of the use of any Connect Content posted, emailed, transmitted or otherwise made available via Adopt-a-Mimi Access.

You agree to not use Adopt-a-Mimi Access to: (1) upload, post, email, transmit or otherwise make available any Connect Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (2) contact, attempt to contact, or solicit individuals who are under the age of thirteen or harm minors in any way; (3) impersonate any person or entity, including, but not limited to, a ADOPT-A-MIMI employee, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (4) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Connect Content transmitted through Adopt-a-Mimi Access; (5) upload, post, email, transmit or otherwise make available any Connect Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) upload, post, email, transmit or otherwise make available any Connect Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (7) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (8) upload, post, email, transmit or otherwise make available any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (9) disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; (10) interfere with or disrupt Adopt-a-Mimi Access or servers or networks connected to Adopt-a-Mimi Access, or disobey any requirements, procedures, policies or regulations of networks connected to Adopt-a-Mimi Access, including using any device, software or routine to bypass our robot exclusion headers; (11) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; (12) “stalk” or otherwise harass another; (13) post Connect Content that, in ADOPT-A-MIMI’s sole judgment, may endanger or otherwise affect ADOPT-A-MIMI’s tax exempt status, including but not limited to content on behalf of (or in opposition to) any candidate for public office, and content that contains propaganda or that otherwise attempts to influence legislation; and/or (14) collect or store any data about other users in connection with the prohibited conduct and activities set forth in paragraphs (1) through (14) above.

You acknowledge that ADOPT-A-MIMI may or may not pre-screen Connect Content, but that ADOPT-A-MIMI and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Connect Content that is available via Adopt-a-Mimi Access. Without limiting the foregoing, ADOPT-A-MIMI and its designees shall have the right to remove any Connect Content that violates these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Connect Content, including any reliance on the accuracy, completeness, or usefulness of such Connect Content. In this regard, you acknowledge that you may not rely on any Connect Content created by ADOPT-A-MIMI or submitted to ADOPT-A-MIMI.

You acknowledge, consent and agree that ADOPT-A-MIMI may access, preserve and disclose your account information and Connect Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any Connect Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of ADOPT-A-MIMI, its users and the public. You hereby release ADOPT-A-MIMI from any and all claims, damages, liabilities and causes of action arising out of such authorized disclosure of personal information.

In order to create your Adopt-a-Mimi Access account, you will be asked to provide certain personal information. You represent and agree that all information you provide to ADOPT-A-MIMI will be true, accurate, current and complete and that you will update such information as necessary to maintain such information as true, accurate, current and complete. You agree that you are solely responsible for the protection of your password and any use of your user account by anyone to whom you provide your password. Without limiting the generality of the foregoing, you will be held liable for any violation of these Terms by anyone to whom you provide your password or otherwise allow access to your user account. If you believe that the security of your password has been compromised, or that anyone has used your password to make unauthorized access to your user account, it is your responsibility to immediately notify ADOPT-A-MIMI and to request a new password. ADOPT-A-MIMI cannot and will not be liable for any loss or damage arising from your failure to comply with these requirements. You acknowledge and agree that any personal information that you provide to the Adopt-a-Mimi Access will be used by ADOPT-A-MIMI in accordance with our Privacy Policy.

Feedback.

Any comments or materials sent to ADOPT-A-MIMI (via any medium including e-mail and regular mail) including feedback data, such as questions, ideas, comments, suggestions, or the like regarding this Website or any other products or programs of ADOPT-A-MIMI (collectively “Feedback”), shall be deemed to be non-confidential and shall become the sole property of ADOPT-A-MIMI. You hereby assign all rights in the Feedback to ADOPT-A-MIMI, and ADOPT-A-MIMI shall have no obligation of any kind with respect to such Feedback. Without limiting the foregoing, ADOPT-A-MIMI shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation, without acknowledgment or compensation to you. Further, you expressly waive any moral rights you may have in such Feedback.

Websites Linked From This Website.

This Website may contain links to third party websites. Any such links are provided solely as a convenience to you, and the inclusion of any such links does not imply endorsement, sponsorship or association between ADOPT-A-MIMI and any third party, product or service. Without limiting the generality of the foregoing, you agree that any such third party websites are not under the control of ADOPT-A-MIMI, that ADOPT-A-MIMI is not responsible for the content, products or services provided via any such third party websites, and that you are solely responsible for any claims, damages or liabilities incurred by you as a result of your use of any such third party websites.

Websites Linking to This Website.

If you would like to link another website to this Website, you may only do so if you obtain ADOPT-A-MIMI’s prior permission, which permission may be revoked at any time, with or without cause. Such link may not suggest or imply ADOPT-A-MIMI’s endorsement or approval of any product, position, entity, or individual, or portray ADOPT-A-MIMI in a false, misleading, derogatory or otherwise defamatory manner, and the linking site may not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. Any right to link may be revoked at any time. You may not use the ADOPT-A-MIMI logo or other proprietary graphic of ADOPT-A-MIMI to link to the Website without the express written permission of ADOPT-A-MIMI. Further, you may not frame the Website without ADOPT-A-MIMI’s express written consent.

Corporate Sponsors.

The Website may contain links to third parties that sell, manufacture or promote products or services. Your business dealings or correspondence with, or participation in promotions of, third parties other than ADOPT-A-MIMI, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. ADOPT-A-MIMI is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Website.

Disclaimer of Warranty.

YOU ACKNOWLEDGE AND AGREE THAT THIS WEBSITE, AND ALL WEBSITE MATERIALS, CONNECT CONTENT AND SERVICES PROVIDED VIA THIS WEBSITE, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT ADOPT-A-MIMI DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE OR ANY WEBSITE MATERIALS, CONNECT CONTENT, OR SERVICES, WILL MEET YOUR REQUIREMENTS, OR THAT THE USE OF THIS WEBSITE OR ANY WEBSITE MATERIALS, CONNECT CONTENT OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ADOPT-A-MIMI HEREBY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE PRECEDING DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. 

Limitation of Liability.

IN NO EVENT WILL ADOPT-A-MIMI OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS WEBSITE, YOUR UPLOADING OR DOWNLOADING OF ANY CONTENT TO OR FROM THIS WEBSITE, OR ANY DONATION THAT YOU MAKE VIA THIS WEBSITE, REGARDLESS OF THE MANNER IN WHICH SUCH DAMAGES ARE INCURRED OR DESIGNATED, OR FOR ANY LOSS OF PROFITS, EVEN IF ADOPT-A-MIMI WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

Indemnity.

You agree to defend, indemnify and hold ADOPT-A-MIMI, and its affiliates, independent contractors, service providers, suppliers, licensors and consultants, and their respective its officers, directors, employees, and agents (the “Indemnified Parties”), harmless from and against any claims, damages, costs, actions, demands, liabilities, and settlements and expenses (including without limitation, reasonable attorneys’ fees) arising out of or related to your violation of these Terms, any Connect Content you post, store or otherwise transmit on or through the Website, or your use of or inability to use the Website, including without limitation any actual or threatened suit, demand or claim made against the Indemnified Parties, arising out of or relating to the Connect Content, your conduct, or your violation of the rights of any third party.

Termination; Removal of User Connect Content.

Notwithstanding any of these Terms, ADOPT-A-MIMI reserves the right, without notice and in its sole discretion, to discontinue the Website or Adopt-a-Mimi Access and to terminate your license to use and block your access to the Website at any time without notice.

General.

If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

These Terms and your use of the Website are governed and construed in accordance with the laws of the State of North Carolina, applicable to agreements made and to be entirely performed in the State of North Carolina, without resort to its conflict of law provisions. You agree that any action at law or in equity arising or in any way relating to these Terms shall be filed only in the state or federal courts located in the State of North Carolina and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

ADOPT-A-MIMI controls and operates this Website from the United States. ADOPT-A-MIMI makes no representation that materials in this Website are appropriate or available for use in other locations, and access to this Website from territories where its contents are illegal is prohibited. Those who choose to access this Website from other locations must do so on their own initiative and are responsible for compliance with applicable local laws.

These Terms constitute the entire agreement and supersedes any and all other understandings and agreements between you and ADOPT-A-MIMI with respect to the subject matter hereof and no representation, statement or promise not contained herein shall be binding on you or ADOPT-A-MIMI. Although these Terms may be updated or modified by ADOPT-A-MIMI from time to time as set forth herein, ADOPT-A-MIMI will not be bound by any other amendments or modifications to these Terms unless expressly accepted in writing by ADOPT-A-MIMI in a written amendment expressly referencing these Terms. These Terms may not be supplemented or modified by any course of dealing or trade usage.

You acknowledge and agree that ADOPT-A-MIMI may modify or discontinue any or all features of this Website immediately and without notice to you in its sole and absolute discretion. You further acknowledge and agree that ADOPT-A-MIMI may suspend or terminate any Adopt-a-Mimi Access, with or without notice, for any or no reason, in its sole and absolute discretion. You hereby release ADOPT-A-MIMI from any and all claims, damages, liabilities and causes of action arising out of the modification or discontinuation of any or all features of this Website and the suspension or termination of your access to this Website and/ or any account connected to this Website. Your participation in the Adopt-a-Mimi service and the Website is entirely at your own risk.

If you believe that anything on the Website infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.

Name of Agent Designated to Receive Notification of Claimed Infringement: Adopt-a-Mimi, Inc., Inc., Vice President

Full Address of Designated Agent to Which Notification Should be Sent: PO Box 79278, Charlotte, North Carolina 28271

Telephone Number of Designated Agent: (704) 542-0876

Facsimile Number of Designated Agent:   (704) 542-4565

E-Mail Address of Designated Agent: legal@adoptamimi.org

We may give notice of a claim of copyright infringement to our users by means of a general notice on the Website, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s address in our records.

Questions & Contact Information.

Thank you for your cooperation. Questions or comments regarding the Website should be directed by electronic mail to questions@adoptamimi.org.