Terms of Use

Welcome to Fenly, a donation services website located at fenly.org. Fenly is owned by The Maryland Food Bank, Inc., a Maryland corporation (referred to herein as us, we, our or Fenly). Subscribers to Fenly can create additional online locations by subscribers and their users (each such location, an Organizer Site) for the organization, processing, and management of fundraiser and virtual food drive campaigns (Campaigns, collectively, the website at fenly.org, all Organizer Sites, and all Campaigns constitute the Platform). At Fenly, individuals and organizations, such as food banks (collectively, Organizers), can create online locations to organize, process, and manage fundraiser campaigns and virtual food drive campaigns (Organizer Sites). Collectively, the website at fenly.org and all Organizer Sites constitute the Platform, and collectively, all visitors to the Platform and all Organizers and individuals acting on behalf of Organizers are referred to herein as you or user.

Please read these Terms of Use and our Privacy Policy before you access, use, or provide any information to the Platform. These Terms of Use incorporate the Privacy Policy by reference. By using the Platform, you agree to these Terms of Use and the Privacy Policy. If you do not agree to these Terms of Use and the Privacy Policy, then you do not have permission to access, use, or submit information to the Platform.

1. Registration

We invite you to register on the Platform to create your account. If you do not register, you may not be able to use all features of the Platform. If you register, you agree to provide accurate and complete information about yourself and your organization and to maintain the accuracy and completeness of this information.

The Platform is not intended for individuals under the age of 16, and any use of or access to the Platform by anyone under 16 is in violation of these Terms of Use.

We may maintain different types of accounts for different types of users. If you open an account or otherwise access the Platform on behalf of an organization, business, or other entity, then you represent that you have the authority to bind the entity to these Terms of Use and the Privacy Policy and that you agree on the entity’s behalf to these Terms of Use and the Privacy Policy.

You are solely responsible for the activity that occurs on your account, and you must keep your account username and password secure. If there is unauthorized access to or use of your account, then you must notify us immediately using the email address listed in the section headed “Contact us” below. We are not responsible for any losses or any liabilities caused by any unauthorized use of your account.

2. Acceptable Use

The licenses provided below are necessary for us to operate, maintain, and improve the Platform.

As between you and Fenly, you own any text, image, graphics, audio, trademarkable matter, copyrightable work, or other data or content that you upload to or display on the Platform (collectively, User Content).

All content on the Platform other than User Content, including any text, image, graphics, audio, trademarkable matter, copyrightable work, or other data or content, associated technology and software, and the look and feel of the Platform (collectively, the “Fenly Content”) is owned by Fenly or our licensors. You agree not to reproduce, distribute, perform, display, prepare derivative works based upon, transmit, make, use, sell, offer to sell, or otherwise commercially exploit the Platform or Fenly Content in any manner, without our written permission.

We grant you the non-sublicensable, non-transferrable, non-exclusive right to access and use the Platform solely for non-commercial purposes in accordance with these Terms of Use, including the following conditions:

• You agree not use or permit use of the Platform, including by uploading, emailing, posting, publishing, or otherwise transmitting any information, for any purpose that (a) menaces or harasses any person or causes damage or injury to any person or property, (b) involves the publication of any content that is false, defamatory, harassing, or obscene, (c) promotes bigotry, racism, hatred, or harm, or (d) constitutes unsolicited bulk posting, messaging, or email.
• You agree to comply with all applicable laws and regulations.
• You understand that all User Content and the consequences of uploading or displaying User Content on the Platform are your sole responsibility.
• You represent and warrant that all your User Content does not infringe, misappropriate, or violate any copyright, moral right, trademark, service mark, trade dress, certification mark, patent, trade secret, right of publicity, right against unfair competition, (collectively, Intellectual Property), or violate any right of privacy, right against defamation, or any other right of any third party.
• By posting, uploading, or otherwise distributing your User Content to the Platform, you grant to Fenly a perpetual, sublicensable, transferable, world-wide, non-exclusive, fully paid-up, royalty-free, license to reproduce, distribute, perform, display, prepare derivative works based upon, transmit, make, use, sell, offer to sell, or otherwise commercially exploit your User Content in connection with the operation of the Platform or the promotion, advertising or marketing of the Platform, in any form, medium, or technology now known or later developed.
• Notwithstanding anything else in these Terms of Use, if any User Content contains or makes reference to your name, image, or likeness, you hereby release and hold harmless Fenly and its directors, members, partners, officers, employees, and agents (collectively, a party’s Representatives), from: (a) all claims for invasion of privacy, publicity, or defamation; (b) any liability or other claims by virtue of any blurring, distortion, alteration, optical illusion, or other use or exploitation of your name, image, or likeness; and (c) any liability for claims made by you (or any successor to any claim you might bring) in connection with your User Content, name, image, or likeness.
• You agree that we have no responsibility for the storage, deletion, or other use of any User Content that you submit or post to the Platform, or emails or other communications that you send through the Platform.
• You agree not to disassemble, decompile, or reverse engineer any part of the Platform, oraccess or use the Platform to build, support, or assist a third party in building or supporting, products, or services competitive to Fenly.
• You agree not to attempt to gain unauthorized access to our computer systems or those of third party service providers contracting with Fenly, or engage in any activity that interferes with the functionality of the Platform, including by posting, uploading, or otherwise publishing any User Content to the Platform that contains data or instructions designed to disrupt software, hardware, or network equipment.
• You agree not to use automated means to scrape data from the Platform.
• You agree not to remove or modify any attribution or notice of Fenly or any third party having any Intellectual Property rights in the Platform or Fenly Content.
• You agree not to permit any rights granted by Fenly to you under these Terms of Use or otherwise, to be shared with any new user, including any right to access to your user account.

3. Donations

When you make donations to an Organizer Site, you agree to follow any terms specified by the Organizer Site. By making or facilitating a donation to an Organizer Site, you understand that your contribution is being made directly to user that controls the Organizer Site and that we will not have access to or control of your funds. Tax deductions of charitable donations and other nonprofit contributions are governed by US Internal Revenue Service rules. You and the user that controls the Organizer Site to which you are donating are entirely responsible for compliance with all laws and legal obligations regarding charitable donations and receipts or other rules on such transfers. We make no representations as to your legal rights or obligations, and you should not rely on us for legal advice. We strongly recommend you consult with legal counsel if you have any questions regarding your donations.

We have NOT performed any independent analysis to confirm the Section 501(c)(3), 501(c)(4), or other legal status under the Internal Revenue Service rules of any users seeking funds listed on the Platform, nor have we confirmed the truthfulness of the statements made by such users. If your contribution via the Platform is not used as represented by the Organizer Site or otherwise does not meet your expectations, you understand that no remedies are available from Fenly.

Fenly uses the third party payment processor indicated on the Platform (Payment Processor) to process all visitor donations and all fees for Organizer Sites. We have no liability related the execution of any payments via our Payment Processor. Our Payment Processor receives a payment processing charge from every donation or other transaction it processes. The payment processing charge is typically between 1-5%. In addition, Fenly receives 3% of every donation on the Platform as an administrative charge.

4. No Representations or Endorsements

Inclusion of any Fenly Content, User Content, or any other information on the Platform or in our communications, such as organizational mission statements or user donation amounts, does not constitute Fenly’s endorsement of such information, or Fenly’s representation or warranty of the truthfulness, accuracy, completeness, or timeliness of such information. Through the Platform or other communications from us, you may receive access to certain third parties, and your choice to contact or deal with any of these third parties is your sole responsibility. We are not responsible for any transactions or dealings you have with any third parties.

5. Intellectual Property

You acknowledge that your access to or use of the Platform does not create any ownership in or license to any Intellectual Property in the Platform or Fenly Content. Except as expressly stated herein, neither we nor our licensors confer upon you by implication, estoppel, or otherwise, any license or right under any such Intellectual Property. You agree not to infringe orchallenge any Intellectual Property owned or licensed by Fenly.

If you believe that any content on the Platform infringes your copyright or other Intellectual Property right, please contact Fenly’s designated Digital Millennium Copyright Act (DMCA) agentlisted below in the section headed “Contact us.”

6. Indemnity

You agree to indemnify and defend Fenly and our Representatives from any losses and any liabilities, including attorneys’ fees, related to any claim arising out of your: (a) User Content; (b) access to or use of the Platform; (c) interaction with other users on the Platform; (d) violation of these Terms of Use; or (e) infringement, misappropriation, or violation of any third party’s Intellectual Property, or violation of any right of privacy, right against defamation, or any other right of any third party.

7. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FENLY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

We are not engaged in the provision of legal, tax, or other professional advice, and you agree that the Platform does not contain any legal, tax, or other professional advice. If you need any professional advice, you should contact the applicable qualified licensed professional.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FENLY AND ITS REPRESENTATIVES WILL HAVE NO LIABILITY TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, THESE TERMS OF USE, OR THE PRIVACY POLICY, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

9. Links

The Platform may include links provided by Fenly, other users, or third parties that connect to third party websites. Third party websites are not under our control, andwe are not responsible for content of or conduct by third parties on the Platform or on third party websites. If you interact with a third party or access a third party website from the Platform, you do so at your own risk. We provide links as a convenience only. The inclusion of a link to a third party website does not indicate that we endorse, represent, warrant, or accept any responsibility for the content or conduct on the third party website.

10. Changes

We reserve the right to modify these Terms of Use from time to time. If we make any changes to these Terms of Use, we will post the updated Terms of Use on this location of the Platform. If you object to any changes, you may stop using the Platform. Continuing to access or use the Platform after we publish changes to these Terms of Use means that you agree to the changes, subject to applicable law.

11. Termination

We reserve the right, at our sole discretion, to immediately and without notice, suspend or terminate your access to and use of the Platform and remove any User Content from the Platform for your violation of these Terms of Use, for any other reason, or for no reason. Upon any such suspension or termination, your obligations and our rights and disclaimers survive, but your right to use the Platform immediately ceases.

12. General

You may not assign these Terms of Use without the prior written consent of Fenly, but Fenly may assign or transfer these Terms of Use, in whole or in part, without restriction. These Terms of Use are governed by the laws ofthe State of Maryland without regard to its conflict of law provisions. Any disputes related to these Terms of Use must brought in the appropriate court located in Baltimore, Maryland, and you and Fenly consent to the exclusive jurisdiction of the state and federal courts sitting in Baltimore, Maryland. The Uniform Computer Information Transactions Act does not apply to these Terms of Use. For the purposes of these Terms of Use, the following terms have the following definitions: (a) “including” means “including, without limitation;” (b) “such as” means for example; (c) “and/or” means any combination or sub-combination of a set of stated possibilities, for example, “A, B, and/or C,” means any of: “A,”
“B,” “C,” “AB,” “AC,” or “ABC;” (d) a “section” is any numbered paragraph of these Terms of Use; and (e) “days” means calendar days. Except for any Order Form or SaaS Agreement between you and Fenly, these Terms of Use constitute the entire agreement between you and Fenly with respect the subject matter herein.You and Fenly are independent contractors, and these Terms of Use do not create a partnership, joint venture, or agency relationship. All notices to Fenly under these Terms of Use must be in writing and delivered personally, by email, or by nationally recognized overnight courier at the respective address listed below in the section headed “Contact us.” All notices will be deemed effective upon personal delivery, or when received if sent by overnight courier, or when sent if sent by email to the email address set forth in the Order Form or an email address which has been updated in writing and the receipt of the updated address has been verified by the intended recipient of the update. If any term of these Terms of Use is found to be invalid or unenforceable, then the remaining terms will remain effective, and any such invalid or unenforceable term will be replaced with a term consistent with the intent of these Terms of Use. If we fail to enforce any of our rights under these Terms of Use, that does not result in a waiver of such right.

13. Contact us

If you have questions or requests concerning these Terms of Use, please contact Fenly by email at help@fenly.org or by postal mail at:

Maryland Food Bank
Attn: Fenly
2200 Halethorpe Farms Road
Baltimore, Maryland 21227
United States

If you believe that your copyright has been infringed or other Intellectual Property rights have been violated, please email a request to Fenly’s DMCA agent at help@fenly.org with the subject: “DMCA” or send the request by postal mail to:

Maryland Food Bank
Attn: Fenly DMCA
2200 Halethorpe Farms Road
Baltimore, Maryland 21227
United States

To be effective, your request must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other Intellectual Property right;
• a description of the work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may find it;
• your postal address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or other Intellectual Property right owner, its agent, or the law; and
• a statement by you, made under penalty of perjury, that the above information in your request is accurate and that you are the copyright or other Intellectual Property right owner or authorized to act on the copyright or other Intellectual Property right owner’s behalf.

We will remove any content from the Platform that infringes the copyright or other Intellectual Property right of any person upon receipt of such an effective request (or any statement otherwise in conformance with 17 USC 512(c)(3)). US law provides significant penalties for submitting such a request falsely.