1. Scope of Platform
1.1 These Terms and Conditions govern your use, as a charity (for purposes hereof, you are hereinafter referred to as “Charity”), of the Resupply platform (the “Platform”), which consists of the website https://www.resupplyme.com/ and the website https://charity.resupplyme.com/#/, including any content, functionality, and services offered on, through, or related to such websites (the “Websites”), related Resupply mobile applications, and other related services that (i) enable Charity to provide descriptions regarding its services and donations sought (“Listings”), (ii) facilitate the donation of property or money by registered users of the Website or Resupply mobile applications (“Users”) through the display of Listings, (iii) provide a medium through which Charity can communicate directly with Users that are responding to a Listing, and (iv) allow Users and Charity to arrange and schedule donation pickups, including pickups with or by third party providers under agreement with ReSupply or certain of Resupply’s affiliates. The specific services subscribed for by the Charity will be set forth in an Order Form (as defined below).
1.2 Charity acknowledges and agrees that when a User schedules a property donation with or makes a property donation to Charity through the Platform, Charity and the User are entering into an arrangement directly with one another, and Resupply is not and does not become a party to or participate in any contractual relationship with Users and Charity. Charity is solely responsible for coordinating with Users any donations of property to it. Resupply does not take custody of property delivered by any User to Charity and does not serve any User or Charity as an agent or in any other capacity with respect to donated property. Charity agrees to promptly notify Resupply, through the Platform, of its receipt and acceptance of property donated to it through the Platform or its rejection of property that a User attempted to donate to it through the Platform.
1.3 Charity understands that when a User makes a monetary donation to Charity through the Platform, such donation is held in an account for Charity by Resupply or its payment processor solely as an agent for Charity, and that Resupply exercises neither dominion nor control over said account or the amounts deposited therein. Charity may withdraw such monetary donations from this account at any time. Charity acknowledges and agrees that it may incur fees if it makes multiple withdrawals per month.
1.4 To assist Users who speak different languages, Listings and other Charity Content may be translated by or for Users, in whole or in part, through the Platform into other languages through tools offered by Google, LLC or its affiliates (“Google”). Resupply does not guarantee the accuracy or quality of such translations. Resupply disclaims all warranties related to such translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and noninfringement.
1.5 Resupply does not guarantee the continuous and uninterrupted availability and accessibility of the Platform. Resupply may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of Resupply’s servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. Resupply may improve, enhance or modify the Platform and introduce new services to the Platform from time to time.
1.6 The access to or use of certain areas and features of the Platform may be subject to separate policies, standards or guidelines, or may require that Charity accept additional terms and conditions. If there is a conflict between these Terms and Conditions and the terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence with respect to Charity’s access to or use of that area or feature, unless specified otherwise.
1.7 The parties shall be independent contractors for all purposes of these Terms and Conditions and the Order Form entered into by and between Charity and Resupply to which these Terms and Conditions relate (the “Order Form”). Except as specifically set forth in Section 1.3, above, nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties. Neither party, by virtue of these Terms and Conditions, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party.
2. Representations and Warranties
2.1 Charity represents and warrants that:
2.1.1 It is a nonprofit corporation duly organized and validly existing in good standing under the applicable laws of the jurisdiction of its organization;
2.1.2 It is recognized by the Internal Revenue Service as an organization exempt from federal income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), as an organization described in Section 501(c)(3) of the Code; and
2.1.3 It has full corporate power and authority to enter into the Order Form and perform its obligations hereunder and thereunder.
3. Account Registration
3.1 Upon executing the Order Form, Charity shall register and maintain an account to access and use the Platform (the “Charity Account"). Charity understands it shall not be able to access and use the Platform until it has registered a Charity Account.
3.2 Charity shall provide accurate, current and complete information during the registration process for the Charity Account, and Charity shall keep the Charity Account and any additional information it provides to Resupply current at all times. Such additional information includes, but is not limited to, the amount of Charity’s daily donation pickups, Charity’s contact information, Charity’s preferred payment method, and the status of any pending donation pickup requests.
3.3 Charity shall not register more than one (1) Charity Account without Resupply’s prior written consent. Charity may not assign or otherwise transfer the Charity Account to another party without Resupply’s prior written consent, which may be withheld for any reason or no reason.
3.4 Charity is responsible for maintaining the confidentiality and security of the Charity Account credentials and Charity may not disclose such credentials to any unaffiliated third party. Charity must immediately notify Resupply if it knows or has any reason to suspect that the Charity Account credentials have been lost, stolen, misappropriated, or otherwise compromised or that there has been unauthorized use of the Charity Account.
4. User Information
4.1 Resupply may provide Charity with certain User information, subject to applicable law, to help facilitate interactions between Users and Charity. Charity shall keep all such User information strictly confidential and may not disclose it to any third party. Charity shall destroy or return all User information to Resupply upon Resupply’s request.
5.1 Resupply may, at its sole discretion, enable Charity to (i) create, upload, send, receive and store content related to Charity, such as Listings, descriptions of its services, pickup information, or other materials and information on or through the Platform ("Charity Content"), and (ii) access and view any content that Resupply, Users, or other charities make available on or through the Platform ("Platform Content"). Charity acknowledges that it is solely responsible for all Listings and other Charity Content provided by Charity, including updating, modifying, and removing such Charity Content as necessary.
5.2 The Platform and Platform Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. Charity acknowledges and agrees that the Platform and Platform Content, including all associated intellectual property rights, are the exclusive property of the providers thereof. Charity shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or Platform Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Resupply used on or in connection with the Platform are unregistered trademarks or registered trademarks of Resupply in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Platform or Platform Content are used for identification purposes only and may be the property of their respective owners.
5.3 Subject to Charity’s compliance with these Terms and Conditions, Resupply grants Charity a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) use the Websites or mobile applications that are part of the Platform on any of Charity’s devices and are listed in an outstanding Order Form, and (ii) access and view any Platform Content made available on or through the Platform and accessible to Charity as listed in any outstanding Order Form.
5.4 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Charity Content on or through the Platform, Charity hereby grants to Resupply a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (including for periods after the end of the Term), sub-licensable and transferable license to such Charity Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Charity Content to provide and/or promote the Platform, in any media or platform, including displaying such Charity Content on other Websites, in applications, within emails, and in online and offline advertisements. Unless Charity provides specific consent, Resupply does not claim any ownership rights in any Charity Content and nothing in these Terms and Conditions will be deemed to restrict any rights that Charity may have to use or exploit the Charity Content
5.5 Resupply may, in its sole discretion, offer Charity the option of having professional photographers take photographs (“Images”) of its offices and of it performing its services. Any such Images shall be made available to Charity to include in its Listings. Charity is responsible for ensuring that it and its services are accurately represented in the Images, and Charity will cease use of the Images on or through the Platform if such Images no longer accurately represent Charity, its services, or any Listing related thereto or if the Charity Account is terminated or suspended for any reason. Charity hereby grants to Resupply an exclusive, worldwide, royalty-free, irrevocable, perpetual (including for periods after the Term), sub-licensable and transferable license to use such Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to a Listing or otherwise, without further notice or compensation to Charity.
5.6 Charity is solely responsible for all Charity Content it makes available on or through the Platform. Accordingly, Charity represents and warrants that: (i) Charity either is the sole and exclusive owner of all Charity Content or has all rights, licenses, consents and releases that are necessary to use the Charity Content and grant to Resupply the rights in and to such Charity Content as contemplated under these Terms and Conditions; and (ii) neither the Charity Content, Charity’s posting, uploading, publication, submission or transmittal of the Charity Content, nor Resupply’s use of the Charity Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5.7 Charity shall not post, upload, publish, submit or transmit any Charity Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substance; or (vi) otherwise violates the terms of these Terms and Conditions. Resupply may, without prior notice, remove or disable access to any Charity Content that Resupply finds, in its sole discretion, to be in violation of these Terms and Conditions or Resupply’s then-current policies or standards, or otherwise may be harmful or objectionable to Resupply, its Users, third parties, or property.
6. Payment and Charges
6.1 The use of the Platform shall result in charges to Charity in the amounts indicated on the Order Form and will include all applicable taxes where required by law (“Charges”). Charity authorizes Resupply or its payment processor to charge the primary payment method indicated by Charity on the Order Form or in its Charity Account (if Charity updates its primary payment method in its Charity Account). If the primary payment method is determined to be expired, invalid or otherwise may not be charged, Charity agrees that Resupply may charge any secondary payment method indicated in the Charity Account, if any. Resupply or its payment processor shall provide Charity with a receipt of all Charges hereunder. Charity authorizes Resupply (and will provide Resupply documentation evidencing its authorization upon request) to verify Charity information (including any updated information), to obtain credit reports about Charity from time to time, and to obtain credit authorizations from issuers of any credit card.
6.2 Charity agrees that in the event Resupply is unable to collect Charges pursuant to Section 6.1, Resupply may take any other actions it deems necessary to collect such Charges from Charity and Charity will be responsible for all reasonable costs and expenses incurred by Resupply in connection with such collection activity, including collection fees, court costs, and reasonable attorney fees. Charity acknowledges and agrees that failure to pay a Charge may result in loss of access to the Platform until payment is made.
7. Discontinuance of the Platform
7.1 Resupply may, in its sole discretion and without liability to Charity, modify, discontinue, terminate, suspend or shut-down (temporarily or permanently) all or any portion of the Platform at any time, with or without prior notice. Upon any such discontinuance, termination, suspension, or shutting down by Resupply, Charity must immediately stop using the Platform during such discontinuance, termination, suspension or shutting down.
8. Covenants and Agreements
8.1 When accessing or using the Platform or any other services provided by Resupply, Charity will at all times comply with all applicable rule, regulation, or law of all federal, state, local and foreign jurisdictions, and will not violate any contract, intellectual property or other third-party right or commit a tort. Without limiting the generality of the foregoing, Charity will not do, and will not permit any third party to do on its behalf, any of the following:
8.1.1 Use the Platform for unlawful purposes or in an unlawful manner;
8.1.2 Provide false, inaccurate or misleading information, when registering the Charity Account, receiving money or property donations, or otherwise;
8.1.3 Engage in any unauthorized use of the Platform (including, without limitation, political campaigning, advertising, or marketing);
8.1.4 Transmit or otherwise make available any content that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
8.1.5 Transmit or otherwise make available any content that infringes or violates the intellectual property rights or any other rights of anyone else (including Resupply);
8.1.6 Interfere or attempt to interfere with the proper functioning of the Platform, including, without limitation, transmitting or otherwise making available any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Platform;
8.1.7 Use or attempt to use a User’s or another charity’s account;
8.1.8 Access, without the prior express written permission of Resupply, any networks, systems, or databases used in providing the Platform or any accounts associated with the Platform;
8.1.9 Violate any requirements, policies, procedures or regulations of the Platform or any network connected to the Platform;
8.1.10 Take any action that imposes or might impose (to be determined in Resupply’s sole discretion) an unreasonable or disproportionately large load on Resupply’s infrastructure or otherwise interferes with the functioning of the Platform;
8.1.11 Encourage or induce any third party to engage in any of the activities prohibited under this section; or
8.1.12 Do anything that Resupply determines, in its sole discretion, misuses the Platform or otherwise negatively impacts Resupply’s marketplace.
8.2 Without the prior express written permission of Resupply and any necessary third party, Charity shall not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Platform or any software, documentation, or data related to the Platform (“Software”); modify, translate or create derivative works based on the Platform or any Software; except as expressly provided for herein, use the Platform or any Software for the benefit of any third-party; or remove any proprietary notices or labels. Charity further covenants and agrees not to bypass any robot exclusion headers or other measures Resupply takes to restrict access to the Platform or to use any software, technology, or device to scrape, spider, or crawl the Platform or harvest or manipulate data thereof.
8.4 Charity understands the Platform allows Charity to send texts or emails to Users. Charity agrees it will only send such texts or e-mails in compliance with applicable rule, regulation and law of all applicable federal, state, local and foreign jurisdictions.
8.5 Charity shall promptly notify Resupply if Charity is no longer recognized by the Internal Revenue Service as an organization exempt from federal income tax under Section 501(a) of the Code.
9. Access Moderation
9.1 Charity agrees that Resupply may moderate access to and use of the Platform in Resupply’s sole discretion through any means (including, for example, blocking, filtering, deletion, delay, omission, verification, and/or termination of Charity’s access). Furthermore, in addition to any other rights and remedies hereunder, Resupply may remove Charity from the Platform if, in Resupply’s sole discretion, any Listing or other Charity Content does not comply with the Charity Content standards set out in these Terms and Conditions or in any other Platform requirements or policies provided or made available to Charity. Charity agrees not to bypass or attempt to bypass such moderation. Charity further agrees that Resupply is not liable for moderating, not moderating, or making any representations regarding moderating.
10. Third Party Content and Advertisers
10.1 The Platform may include links to third party Websites or resources. Charity agrees that Resupply is not responsible or liable for any content or other materials on third party sites (“Third Party Content”), including, but not limited to, any Third Party Content that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. Charity further agrees that Resupply is not responsible for content or claims supplied by its advertisers or for any transactions or dealings between Charity, any User, any other third party, or any advertiser. Third-Party Content may be subject to different terms and conditions and privacy practices. Resupply is not responsible or liable for the availability or accuracy of such Third-Party Content, or the content, products, or services available from such Third-Party Content. Resupply does not endorse such Third-Party Content by providing links thereto.
10.2 Some aspects of the Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Charity’s use of Google Maps/Earth is subject to the Google Maps/Google Earth terms of service and any other terms and conditions of related thereto.
11. Copyright Policy
11.1 If Charity believes that Charity Content has been copied in a way that constitutes copyright infringement, or that Charity’s intellectual property rights with respect to such Charity Content have been otherwise violated, Charity shall provide notice to Resupply with the following information:
(i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(ii) A description of the copyrighted work or other intellectual property that Charity claims has been infringed;
(iii) A detailed description of where the material that Charity claims is infringing is located;
(iv) A statement that Charity has a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(v) A statement, made under penalty of perjury, that the above information in Charity’s notice is accurate and that Charity is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
11.2 All notices of claims of copyright or other intellectual property infringement should be sent by e-mail to firstname.lastname@example.org.
12. Intellectual Property Rights
12.1 Unless otherwise indicated, the Platform and all content, materials, information, functionality and other materials displayed, performed, contained or available on or through the Platform (other than Charity Content), including, without limitation, the Resupply logo, and all designs, text, graphics, pictures, information, data, sound files, images, illustrations, software, other files, content provided by other charities or Users, and the selection and arrangement thereof (collectively, the “Materials”) are the proprietary property of Resupply or its affiliates or licensors, and are protected by United States and international copyright laws and other intellectual property rights laws.
12.2 Except as Resupply may expressly state in writing, Charity shall not reproduce, reprint, publish, or otherwise exploit content or technology from Resupply without its express prior written consent, which may be withheld in its discretion.
13. Term and Termination.
13.1 Unless otherwise provided in the Order Form, the term of the Order Form shall commence on the Subscription Start Date and end on the Subscription End Date as indicated thereon (the “Initial Term”). At the end of the Initial Term, the Order Form shall automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless either Resupply or Charity provides at least thirty (30) days’ advance written notice prior to the end of the Initial Term or the then-current Renewal Term that such party declines to extend the Order Form. Any notice by Charity pursuant to this Section 13.1 shall be sent to email@example.com.
13.2 Resupply may immediately terminate the Order Form and Charity’s use of the Platform if Charity violates the Order Form, including these Terms and Conditions, or any rules, policies, or guidelines published by Resupply and made available to Charity.
13.3 Unless otherwise provided in the Order Form, Resupply may terminate or suspend the Order Form for any reason at any time upon notice to Charity; provided, however, that upon any such termination under this Section 13.3, Resupply shall refund Charity all Charges collected by Resupply for any period following the effective date of such termination and such refund shall be paid to the primary payment account indicated by Charity on the Order Form or, if such account has been updated by Charity, in its Charity Account. Unless otherwise provided in the Order Form, Charity may terminate the Order Form at any time upon notice to Resupply, which notice shall be sent to firstname.lastname@example.org; provided, however, that Charity shall pay Resupply, upon the effective date of such termination, all amounts owed under the Order Form and these Terms and Conditions for the remainder of the Initial Term or the then-current Renewal Term, as applicable.
13.4 Within thirty (30) days after any modification of the Platform, Charity may terminate the Order Form upon written notice to Resupply; provided that such modification must substantially and materially change the purpose and functionality of the Platform.
13.5 Upon termination, all rights and obligations of the parties under the Order Form and these Terms and Conditions will terminate, except that Sections 12, 13, 14, 16, 17, and 18 shall survive termination. Any terms that expressly survive according to their terms will also survive termination.
14. Disclaimer of Warranties
14.1 CHARITY ACKNOWLEDGES ITS USE OF THE PLATFORM, THE PLATFORM CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT ITS OWN RISK. THE PLATFORM, THE PLATFORM CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER RESUPPLY NOR ANY PERSON ASSOCIATED WITH RESUPPLY MAKES AND HEREBY DISCLAIMS ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, THE PLATFORM CONTENT, OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ITS COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY . NEITHER RESUPPLY NOR ANY PERSON ASSOCIATED WITH RESUPPLY MAKES AND HEREBY DISCLAIMS ANY WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPLETENESS, QUALITY, WORKMASHIP, MATERIALS, OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO PROPERTY DONATED TO CHARITY BY USERS THROUGH THE PLATFORM. NEITHER RESUPPLY NOR ANYONE ASSOCIATED WITH RESUPPLY MAKES AND HEREBY DISCLAMS ANY REPRESENTS OR WARRANTS, WHETHER EXPRESS OR IMPLIED, THAT THE PLATFORM, THE WEBSITES OR THE SERVER THAT MAKES THE PLATFORM AND THE PLATFORM CONTENT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL MEET CHARITY’S REQUIREMENTS, OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, OR OTHERWISE MEET CHARITY’S NEEDS OR EXPECTATIONS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Assumption of Risk and Other Disclaimers
15.1 Charity acknowledges and agrees that there are risks associated with utilizing an Internet-based software such as the Platform, including but not limited to, the risk of failure of hardware, software and Internet connections, the risk of the introduction of malicious software, and the risk that third parties may obtain unauthorized access to information stored within the Charity Account. Charity agrees Resupply will not be liable for any losses it may incur relating to communication failures, disruptions, errors, information loss or theft, distortions or delays Charity may experience when using the Platform, however caused.
15.2 Charity acknowledges and understands that Resupply does not endorse any User and that any description on the Platform of a User being "verified" (or similar language) only indicates that such User has completed a registration process on the Platform. Charity acknowledges any such description is not an endorsement, certification or guarantee by Resupply about any User, including regarding such User’s identity or background, whether such User is trustworthy, safe or suitable, or whether the property such User wishes to donate are of a certain quality or character. Charity assumes all risks with respect to interacting with or otherwise coordinating the delivery or pickup of donated property with a User.
16. Limitation of Liability
16.1 TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL RESUPPLY BE LIABLE, UNDER ANY LEGAL THEORTY (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE), TO CHARITY OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH CHARITY’S USE, OR INABILITY TO USE, THE PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
ANY CAUSE OF ACTION OR CLAIM CHARITY MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE PLATFORM MUST BE COMMENCED WITHIN SIX (6) MONHTS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. RESUPPLY’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS OR OTHER FORMS OF LIABILITY OF ANY NATURE OR KIND THAT MAY ARISE OUT OF OR RELATE TO THESE TERMS AND CONDITIONS OR THE ORDER FORM WILL NOT EXCEED THE AMOUNT RECEIVED BY RESUPPLY FROM CHARITY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE A CLAIM IS MADE HEREUNDER.
17.1 Charity agrees to defend, indemnify, and hold harmless Resupply and its affiliates, and its and its affiliates’ officers, managers, directors, employees, contractors, agents, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (i) Charity’s breach or alleged breach of any representation, warranty, or covenant contained in the Order Form or these Terms and Conditions, (ii) any actual or alleged infringement by Charity of any intellectual property rights of any persons, (iii) any personal injury, death, or property damage arising out of or relating to Charity’s use of the Platform or other Resupply services, (iv) Charity’s taxes, or (v) Charity’s use of the Platform or other Resupply services other than as expressly authorized in these Terms and Conditions.
18. Governing Law and Jurisdiction
18.1 All matters relating to any Order Form, the Platform and these Terms and Conditions and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction).
18.2 Any legal suit, action, or proceeding arising out of, or related to, any Order Form, these Terms and Conditions or the Platform and any related Resupply services shall be instituted exclusively in the federal courts of the United States located in the Commonwealth of Massachusetts or the courts of the Commonwealth of Massachusetts. Charity hereby waives any and all objections to the exercise of jurisdiction by such courts and to venue in such courts.
19. Severability and Integration
19.1 The Order Form(s) and these Terms and Conditions and any supplemental terms, policies, rules and guidelines communicated to Charity by Resupply constitute the entire agreement between Charity and Resupply with respect to the Platform, the related Resupply services and the related subject matter and supersede all previous written or oral agreements. If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.