Terms Of Use

Last updated 06/20/2022

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether

personally or on behalf of an entity (“you”) and Boys & Girls Clubs of America (“we”, “us”, or “our”), concerning your access to and use of the BGCAVirtualClub.net website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by agreeing to these terms and accessing the site, you have read, understood, and agreed to be bound by all of these

Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

You acknowledge that these Terms of Use are supported by reasonable and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

INTELLECTUAL PROPERTY RIGHTS

Through the site, you will have access to certain content, such as program curriculum, instructional youth development activities, video instruction and training, blog posts, social media posts (“Content”). The Content and the selection, compilation, collection, arrangement and assembly thereof are owned exclusively by BGCA and are protected by U.S. and international copyright, trademark and other laws. By agreeing to these terms, you acknowledge that these rights are valid and enforceable. BGCA enables access to the Content for exclusive for use in non-profit youth development and youth education (collectively, “Permitted Use”). Subject to these Terms of Use, you are authorized to download the Content for a Permitted Use, make copies to display to youth, and perform the Content or otherwise use it solely in connection with a Permitted Use, provided you keep all copyright, attribution, and other proprietary notices intact. You may not distribute the Content outside of a Permitted Use, charge youth or any other third party for using the Content, post it to the Web or social media, use the Content for any commercial purpose, or otherwise exploit the Content. Modification of the Content or use of the Content for any other purpose is a violation of our copyright and other proprietary rights and is strictly prohibited. Any unauthorized use of the Site or the Content automatically terminates any permission or license granted by BGCA hereunder. Although BGCA strives to provide Content that is both useful and accurate, laws, regulations, data and other information change frequently and are subject to varying interpretations. In addition, the facts and circumstances of every situation differ. Accordingly, although BGCA endeavors to use reasonable care in assembling the Content, the Content may not be up-to-date, accurate or complete. Further, the Content should not be construed as professional advice on any subject matter, and availability or use of the Content is not intended to create, and does not create, any professional services relationship.

The trademarks, logos and service marks displayed on the Site (collectively the “Trademarks”) are the registered and unregistered trademarks of BGCA. The Trademarks owned by BGCA, whether registered or unregistered, may not be used in connection with any product or service that is not BGCA’s, in any manner that is likely to cause confusion with BGCA or a local Boys & Girls Club, or in any manner that disparages BGCA or a local Boys & Girls Club. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of BGCA. Any use of the Trademarks, and all goodwill associated with such Trademarks, shall inure solely to the benefit of BGCA. Misuse of any Trademarks is prohibited, and BGCA will aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.

The Site is owned and operated by BGCA, and the contents (and any intellectual property and other rights relating thereto) are and will remain the property of BGCA. The site contents and the selection, compilation, collection, arrangement and assembly thereof are protected by U.S. and international copyright, trademark and other laws, and you acknowledge that these rights are valid and enforceable. No portion of the Site may be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose.

YOUR ACCOUNT

When you register with the Site, you agree to (a) provide accurate, current and complete

information about yourself as prompted by our registration form and (b) maintain and update

your information (including your email address and any additional information required if you

purchase Member Services) to keep it accurate, current and complete. You acknowledge that, if

any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the

right to terminate your access to and use of all or any portion of the Site.

As part of the registration process, you may be asked to select a username and password. We

may refuse to grant you, or require that you change, any username or password that you select

in registering, including anything you select that impersonates someone else, is or may be

illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise

offensive or may cause confusion, as determined by us in our sole discretion. You will be

responsible for the confidentiality and use or misuse of your username and password and agree

not to transfer or resell your use of or access to the Site to any third party. If you have reason to

believe that your account with us is no longer secure, you must promptly notify us and change

your username or password. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE

CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL

ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED

THROUGH YOUR ACCOUNT.

We reserve the right to terminate or suspend your access to and use of the Site or any portion

thereof, including the Content, at any time and for any reason, with or without cause. BGCA

shall have no liability for any such suspension or termination, following which your right to use

the Site shall immediately cease, and you shall destroy all Content obtained from the Site and

all copies thereof, whether made under these Terms of Use or otherwise.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the

performance of the Site, as well as data relating to your use of the Site. You can find more

information regarding BGCA’s data privacy policy here. Although we perform regular routine

backups of data, you are solely responsible for all data that you transmit or that relates to any

activity you have undertaken using the Site. You agree that we shall have no liability to you for

any loss or corruption of any such data, and you hereby waive any right of action against us

arising from any such loss or corruption of such data.

CODE OF CONDUCT

While using the Site and/or Content, you agree to comply with all applicable laws, rules and

regulations, and that you will not:

 Use the Site or Content for any unlawful or improper purpose or for anything other than a

Permitted Use;

 Use a false e-mail address, impersonate any person or entity or otherwise mislead as to

the origin of any content;

 Express or imply that any statements you make are endorsed by us, without our prior

written consent;

 Transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive,

libelous, defamatory, obscene or otherwise objectionable or otherwise fails to respect

the rights and dignity of others; (b) any material, non-public information about companies

without the authorization to do so; (c) any material protected by trade secret, copyright,

trademark, right of publicity or privacy or any other proprietary right of any third party; or

(d) any advertisements, solicitations, chain letters, pyramid schemes, investment

opportunities or other unsolicited commercial purpose or communication;

 Use any BGCA Trademark or any BGCA graphics, logos, page headers, button icons,

scripts or services names;

 Remove any copyright, trademark or other proprietary rights or notices contained in the

Site or any Content;

 “Frame” or “mirror” any part of the Site, or otherwise incorporate any part of the Site into

any product or service, without our prior written authorization;

 Collect, harvest or store personal data or other information about other users;

 Restrict or inhibit any other visitor or member from using the Site, including, without

limitation, by means of interfering or disrupting the operation of the Site or the servers or

networks used to make the Site available, such as by “hacking” or defacing any portion

of the Site;

 Engage in spamming or flooding;

 Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan,

timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as

expressly authorized herein, without BGCA’s prior written consent;

 Reverse engineer, decompile or disassemble any portion of the Site, except where such

restriction is expressly prohibited by applicable law;

 Transmit any software or other materials that contain any viruses, worms, trojan horses,

Easter eggs, defects, date bombs, time bombs, spyware, or other items of a destructive

nature; or

 Use any robot, spider, site search/retrieval application or other manual or automatic

device or process to retrieve, index, “scrape,” “data mine” or in any way gather Site

content, or reproduce or circumvent the navigational structure or presentation of the Site

or its contents.

If you find any Content on the Site which you believe violate or is inconsistent with this Code of

Conduct, please contact the Site administrator at 1275 Peachtree Street Ne, Atlanta, GA,

30309.

DISCLAIMERS

THE SITE AND THE CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF

ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT

LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY,

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY

WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF

PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of

implied warranties, so the above exclusions may not apply to you.

NEITHER BGCA NOR ANY OF ITS AFFILIATES, MEMBER ORGANIZATIONS, SUPPLIERS,

ADVERTISERS, SPONSORS, NOR ANY OF OUR OR THEIR DIRECTORS, OFFICERS,

EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES MAKES ANY

WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS

OF THE SITE, INCLUDING THE CONTENT, NOR DO THEY WARRANT THAT YOUR USE OF

THE SITE OR ANY SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE,

THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH

THE SITE IS HOSTED OR SITE SOFTWARE ARE FREE OF VIRUSES OR OTHER

HARMFUL COMPONENTS. ANY CONTENT OR THIRD PARTY MATERIAL DOWNLOADED

OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN

DISCRETION AND RISK, AND YOU ACKNOWLEDGE THAT YOU WILL BE SOLELY

RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA

THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR THIRD PARTY

MATERIAL. YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT

AND ANY THIRD PARTY MATERIALS PROVIDED THROUGH THE SITE IS ENTIRELY AT

YOUR OWN RISK.

LIMITATION OF LIABILITY

NEITHER BGCA NOR ANY OF OUR AFFILIATES, MEMBER ORGANIZATIONS, SUPPLIERS,

ADVERTISERS OR SPONSORS, NOR ANY OF OUR OR THEIR DIRECTORS, OFFICERS,

EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE

RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,

SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT

LIMITATION DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS),

UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR

OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, CONTENT,

AND/OR THIRD PARTY MATERIALS CONTAINED ON THE SITE OR ANY LINKED SITE

AND/OR ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, EVEN IF BGCA

HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH

DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE OR CONTENT

IS TO STOP USING THE SITE OR CONTENT, AS APPLICABLE.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND

CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT

LIMITATION NEGLIGENCE) OR OTHERWISE EXCEED $10.00. MOREOVER, UNDER NO

CIRCUMSTANCES SHALL WE OR ANY OF OUR AFFILIATES, LICENSORS, MEMBER

ORGANIZATIONS, SUPPLIERS, ADVERTISERS OR SPONSORS BE HELD LIABLE FOR

ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY

FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR

REASONABLE CONTROL.

YOU HEREBY ACKNOWLEDGE THAT YOU UNDERSTAND THAT BY ACCESSING THE

SITE AND AGREEING TO THESE TERMS OF USE, YOU MAY BE WAIVING RIGHTS WITH

RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN

ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND

UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF

THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR

TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT

EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST

IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM

MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

INDEMNIFICATION

You agree to indemnify, defend and hold BGCA, our affiliates, member organizations, partners,

and our and their directors, officers, employees, consultants, agents and other representatives,

harmless from and against any and all claims, damages, losses, costs (including without

limitation attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a)

your breach of these Terms of Use, (b) your use of and activities in connection with the Site, (c)

your use of and activities relating to the Content, and/or (d) your account(s) (including

presenting any false, inaccurate or misleading information in an effort to misrepresent your

location or place of residence). You shall cooperate with us in the defense of any claim. We

reserve the right, at our own expense, to employ separate counsel and assume the exclusive

defense and control of any matter otherwise subject to indemnification by you.

TERMINATION

This Agreement is effective until terminated by either Party. You may terminate this Agreement

at any time by destroying all Content and all related documentation and all copies and

installments thereof whether made under the terms of this Agreement or otherwise. BGCA may

terminate this Agreement if, in its sole discretion, you fail to comply with any term or provision

hereof or if you engage in any conduct that is illegal or tortious. Upon termination of the

Agreement by BGCA, you must destroy all Content and all related documentation and all copies

and installments thereof whether made under the terms of this Agreement or otherwise.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any

reason at our sole discretion without notice. However, we have no obligation to update any

information on our Site. We also reserve the right to modify or discontinue all or part of the Site

without notice at any time. We will not be liable to you or any third party for any modification,

price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware,

software, or other problems or need to perform maintenance related to the Site, resulting in

interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,

discontinue, or otherwise modify the Site at any time or for any reason without notice to you.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused

by your inability to access or use the Site during any downtime or discontinuance of the Site.

Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site

or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance

with the laws of the State of Georgia applicable to agreements made and to be entirely

performed within the State of Georgia, without regard to its conflict of law principles. Any claim or

cause of action relating to these Terms of Use or the Content shall be brought in the courts of

the State of Georgia.

The Site is solely directed to individuals residing in the United States. Those who choose to

access the Site from other locations do so on their own initiative and at their own risk, and are

responsible for compliance with local laws, if and to the extent local laws are applicable. We

may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or

jurisdiction that we so choose.

NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California Site users are entitled to the following

specific consumer rights notice: 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 Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or

(800) 952-5210.

MISCELLANEOUS

If any provision of these Terms of Use is found to be unlawful, void or for any reason

unenforceable, then that provision shall be deemed severable from these Terms of Use and

shall not affect the validity and enforceability of any remaining provisions. These Terms of Use,

including any terms and conditions incorporated herein, constitute the entire agreement

between us relating to the subject matter herein and supersede any and all prior or

contemporaneous written or oral agreements between us with respect to such subject matter.

These Terms of Use are not assignable, transferable or sublicensable by you except with

BGCA’s prior written consent. No waiver by either party of any breach or default hereunder shall

be deemed to be a waiver of any preceding or subsequent breach or default. Any heading,

caption or section title contained in these Terms of Use is inserted only as a matter of

convenience and in no way defines or explains any section or provision hereof.

In order to resolve a complaint regarding the Site or to receive further information regarding use

of the Site, please contact us at:

Boys & Girls Clubs of America

ATTN: LEGAL DEPARTMENT

1275 Peachtree Street NE

Atlanta, GA 30309

United States

Phone: 404-487-5700