Portal Terms of Use

Effective as of March 1, 2021

1. INTRODUCTION

Please read these Terms of Use carefully before using the W.K. Kellogg Foundation Portal.

Thank you for visiting the W.K. Kellogg Foundation Portal (the “WKKF Portal”), a portal website hosted by Fluxx Labs Inc. on behalf of the W.K. Kellogg Foundation (“WKKF”) that enables you to pursue and manage grants, program-related investments or contracts with WKKF. By accessing or using the WKKF Portal, you agree to be bound by the following terms and conditions (these “Terms of Use”), including the disclaimers and limitations of liability contained herein. These Terms of Use are a binding legal agreement between you and WKKF. If you do not agree to these Terms of Use, you may not use the WKKF Portal.

A. Electronic Signature and Disclosure Consent Notice

You agree to the use of electronic documents and records in connection with your registration for the WKKF Portal and all future documents and records in connection with the WKKF Portal—including without limitation this electronic signature and disclosure notice—and that this use satisfies any requirement that we provide you these documents and their content in writing. If you do not agree, do not accept these Terms of Use. You may (i) obtain a paper copy of any document or record, (ii) withdraw your consent to the use of electronic documents and records, or (iii) update your contact information, by using the Submit Assistance request form available in the WKKF Portal or by calling our Concierge Desk at 269-969-2329. To receive or access electronic documents and records, you must have the following equipment and software: (a) a device that is capable of accessing the Internet; (b) an Internet browser that supports at a minimum HTML 4.0 and 128-bit SSL encryption; and (c) software that permits you to receive and access Portable Document Format or “PDF” files. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements.

B. Updates to and Acceptance of Terms of Use

From time to time, we may update these Terms of Use. If we do, we will note near the top of this page the date that any changes are made and/or when they become effective. You should revisit these Terms of Use on a regular basis, as revised versions will be binding upon you. Your continued use of the WKKF Portal after the effective date of such changes to these Terms of Use will tell us that you agree to those changes.

2. YOUR USE OF THE WKKF PORTAL

A. Your Account and Information

To use the WKKF Portal, you must register for an account on the WKKF Portal website and provide information about yourself as prompted by the site registration form. As part of the registration for the WKKF Portal, you agree to accurately furnish all contact and other information requested by WKKF and notify WKKF immediately of any change in the information.

The WKKF Portal is designed for individual users. Where multiple individuals from the same organization use the WKKF Portal, each should have their own account. WKKF reserves the right to refuse or reject any request to create an account for any or no reason at WKKF’s sole discretion. You are solely responsible for the log-in information for your account. You will use reasonable care to protect the confidentiality of your log-in information for your account, and you will not share your log-in information for your account with any other person. You will be entirely responsible for the conduct of any person using the WKKF Portal or accessing your account using your log-in information.

You hereby irrevocably grant WKKF a worldwide, perpetual, non-exclusive, royalty-free, fully paid-up, assignable, sublicensable, transferable right to use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, and prepare derivative works of the information and other content that you provide in connection with your use of the WKKF Portal, for purposes of providing the WKKF Portal to you, to consider proposals or other funding requests you may submit, to provide grants, program-related investments or contracts to you, to manage any such grants, program-related investments or contracts, and as otherwise described in these Terms of Use and the WKKF Privacy Policy. You also agree that WKKF may share any information you provide with third parties, such as our vendors, service providers, and evaluation and other consultants, and as otherwise described in these Terms of Use and the WKKF Privacy Policy.

B. License to Use WKKF Portal

Subject to your compliance with these Terms of Use, WKKF grants you a limited, non-exclusive, revocable, non-assignable, personal and non-transferable license to access and make use of the WKKF Portal solely for the purpose of pursuing or managing grants, program-related investments or contracts. The foregoing license does not include any resale or commercial use or derivative use of the WKKF Portal or its contents. The WKKF Portal and its contents, and any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purposes without WKKF’s express written consent.

C. Your Use of the WKKF Portal

By accessing or using the WKKF Portal, you agree that you will not use the WKKF Portal in any way that:

is unlawful, threatening, violent, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, tortious, indecent, vulgar, profane, obscene, or that WKKF deems in its sole discretion to be inappropriate;
may harm WKKF, its service providers, or any other person;
violates or infringes the rights of anyone else;
gains or tries to gain unauthorized access to the WKKF Portal or any WKKF website, the computers and networks of WKKF or any of its service providers, or WKKF’s user data, or that otherwise modifies or interferes with the use or operation of the WKKF Portal;
imposes an unreasonable or disproportionately large load on WKKF’s or its service providers’ infrastructure, including but not limited to transmitting spam or using other unsolicited mass emailing techniques;
alters, damages or deletes any content provided by WKKF, or removes or modifies any copyright or other intellectual property notices that appear on the WKKF Portal;
modifies, creates derivative works of, or copies any portion of the software code;
contains computer viruses or other disruptive, damaging or harmful files or programs; or
otherwise violates these Terms of Use or any other guidelines or policies provided by WKKF.

In addition, you represent and warrant that:

the information and other content that you provide using the WKKF Portal does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; complies with all applicable local, state, provincial, national and other laws, rules and regulations; and does not violate these Terms of Use;
you have the right to provide to WKKF the information and other content that you provide using the WKKF Portal;
you will only provide true, accurate and complete information on the WKKF Portal;
you will not impersonate another person or misrepresent your affiliation with another person or entity, such as by using another person’s user name, password or other account information or another person’s name, likeness, image or photograph;
you are at least 18 years of age, or the legal age of majority where you reside;
you have all requisite rights and authority to use the WKKF Portal and to enter into these Terms of Use; and
the performance of your obligations under these Terms of Use will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and third parties.

3. THIRD PARTY CONTENT; DISCLAIMERS

A. Third-Party Content

The WKKF Portal includes content provided by third parties, and it may also contain links to third-party sites (collectively, “Third-Party Content”). WKKF does not take responsibility for any Third-Party Content. You understand that WKKF has no obligation to, and generally does not, approve or monitor materials provided by third parties through the WKKF Portal, nor verify, make any representations or take responsibility for any third-party sites.

You understand that third-party sites may have different privacy policies and terms and conditions than WKKF. You should carefully review the privacy policy and terms and conditions of each website you visit.

UNDER NO CIRCUMSTANCES WILL WKKF BE LIABLE IN ANY WAY FOR ANY THIRD-PARTY CONTENT OR ANY THIRD-PARTY SITES, INCLUDING, BUT NOT LIMITED TO, LIABILITY FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR OTHERWISE TRANSMITTED VIA THE WKKF PORTAL.

B. Accuracy of Data

WKKF makes no warranties or representations as to the accuracy, completeness or timeliness of the materials or content provided as part of the WKKF Portal. WKKF assumes no liability or responsibility for any errors or omissions in the WKKF Portal. No warranty, expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability or usefulness of any materials or content.

C. Security of Communications

WKKF is committed to maintaining the security of the data you provide us and will take reasonable precautions to protect your personal information. However, there is always some risk in transmitting information over the Internet. Because the WKKF Portal is provided through the Internet, you agree that when you use the WKKF Portal, your communications may be intercepted by others. For this reason, WKKF cannot guarantee the security and privacy of transmissions via the Internet, and you agree that we will not be liable for any lack of security relating to the use of the WKKF Portal by you. You agree that you will not hold WKKF liable for any damages resulting from any loss of privacy or security occurring in connection with any communications over such networks.

D. Disclaimers

THE WKKF PORTAL IS PROVIDED “AS IS,” AND WKKF: (i) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (ii) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (iii) DOES NOT REPRESENT OR WARRANT THAT THE WKKF PORTAL IS OR WILL BE ERROR-FREE, WILL BE CONSTANTLY AVAILABLE OR THAT ACCESS WILL BE UNINTERRUPTED, WILL MEET YOUR REQUIREMENTS, OR WILL BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE WKKF PORTAL. USE OF THE WKKF PORTAL IS AT YOUR SOLE RISK. WKKF MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED USING THE WKKF PORTAL. Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by the applicable law. Neither WKKF, any of its employees or contractors, nor any other party involved in producing or delivering the WKKF Portal, shall be held liable for any improper or incorrect use of the WKKF Portal.

4. PRIVACY

The WKKF Privacy Policy is available at https://www.wkkf.org/privacy-policy. The WKKF Privacy Policy may change from time to time, so review it with regularity and care. The WKKF Privacy Policy governs how the information that you provide from your use of the WKKF Portal may be collected, used and disclosed by WKKF. By using the WKKF Portal, you consent to this collection, use and disclosure by WKKF.

5. SUBMISSION OF FEEDBACK

If you submit a comment, suggestion or any other material (“Feedback”) to WKKF related to the WKKF Portal (excluding any illegal content), you hereby grant to WKKF a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, assignable, sublicensable, transferable right and license to use, display, reproduce, modify and distribute the Feedback in whole or in part, anywhere in perpetuity in any and all media, whether alone or together or as part of any material of any kind or nature. Without limiting any of the foregoing, WKKF will have the right to use, copy, display, perform, distribute, modify and re-format Feedback in any manner that WKKF may determine. By submitting Feedback, you represent and warrant to WKKF that you have all necessary rights in and to such Feedback and all information it contains and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.

6. OWNERSHIP OF INTELLECTUAL PROPERTY

WKKF and its licensors (and each of their respective successors and assigns) own the copyrights, trademarks, service marks and trade dress rights to all materials and content displayed on and from the WKKF Portal, but excluding such site content that is provided by another third party. You may not reproduce, modify, create derivative works from, display, frame, perform, publish, distribute, disseminate, transmit, broadcast or circulate any such materials or content to any third party (including displaying or distributing the material using a third party website) without WKKF’s prior written consent, except to use the WKKF Portal for its intended purposes. WKKF retains all rights that are not otherwise expressly granted in these Terms of Use.

7. LIMITATION OF LIABILITY AND INDEMNITY

A. Limitation of Liability

YOU AGREE TO RELEASE WKKF AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONTRACTORS FROM ANY AND ALL CLAIMS, LIABILITIES AND LOSSES IN CONNECTION WITH THE WKKF PORTAL. YOU FURTHER AGREE THAT THIS RELEASE EXTENDS TO ANY PARTY CLAIMING UNDER YOU AND THAT NO INSURANCE COMPANY WILL HAVE ANY RIGHT OF SUBROGATION.

NEITHER WKKF NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS WILL BE LIABLE TO YOU OR ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE WKKF PORTAL, EVEN IF WKKF OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS APPLY TO ALL CLAIMS, INCLUDING, WITHOUT LIMITATION, CLAIMS IN CONTRACT AND TORT (SUCH AS NEGLIGENCE, PRODUCT LIABILITY AND STRICT LIABILITY). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THOSE PARTICULAR LIMITATIONS MAY NOT APPLY TO YOU. WITHOUT LIMITING THE FOREGOING, THE WKKF PORTAL IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

B. Indemnity

You agree to indemnify, defend and hold WKKF harmless from any claims arising out of or relating to your actions, including but not limited to your use of the WKKF Portal and any information you submit, post, transmit, or make available via the WKKF Portal; your failure to safeguard passwords or other account information; or your violation of these Terms of Use, the WKKF Privacy Policy, or any other policy referenced in these Terms of Use, any applicable law or regulation, or the rights of any third party.

8. APPLICABLE LAW

Any dispute arising out of your use of the WKKF Portal shall be resolved according to the laws of the State of Michigan, United States of America, without giving effect to that state’s principles of conflicts of laws. The federal and state courts of the State of Michigan shall have exclusive jurisdiction over all claims.

9. SUSPENSION AND TERMINATION

A. Suspension or Termination by WKKF

WKKF may suspend or terminate your access to all or any part of the WKKF Portal at any time and for any reason, including for violation of these Terms of Use. In the event of termination, you are no longer authorized to use or access the WKKF Portal, and you shall have no recourse and WKKF shall have no liability as a result of any such termination. All provisions of these Terms of Use relating to warranties, indemnities, confidentiality obligations, proprietary rights, and limitation of liability shall remain effective despite such termination.

WKKF reserves the right to modify, terminate and suspend the operation of the WKKF Portal without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

B. Cancellation of Account by You

You may choose to cancel your account at any time by contacting WKKF via the Submit Assistance request form available in the WKKF Portal or by calling our Concierge Desk at 269-969-2329. If you cancel your account, your information that was collected via the WKKF Portal may be deleted.

10. CONTACT US

Any questions regarding these Terms of Use should be directed to legal@wkkf.org or Office of the General Counsel, W.K. Kellogg Foundation, One Michigan Avenue East, Battle Creek, MI 49017.