Todaydream Terms of Use - FOR DREAMBASSADORS (scroll down for Terms of Use for Users)

I.      OVERVIEW

This web site is operated by Todaydream, Inc. (“Todaydream” or “we”) organized and existing under the laws of the Commonwealth of Massachusetts engaged in the business of providing an online platform to (a) empower students by providing diverse inspiring professionals and (b) enrich the community of diverse professionals (“Platform”). Throughout the Platform, the terms “we”, “us” and “our” refer to Todaydream. We offer this website, including all information, tools, and services available from this Platform to you, the user, (“you”) conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Platform and creating an account as a DreAmbassador professional (“DreAmbassador”) you agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), together with the privacy policy available at Privacy Policy (the “Privacy Policy”)  which is hereby incorporated by reference. These Terms of Service apply to the DreAmbassadors.

Please read these Terms of Service carefully before accessing or using our Platform. By accessing or using any part of the Platform, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the Platform or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Please note: if you are a student at a school receiving services from a DreAmbassador, parent of such a student, or school account holder, this DreAmbassador Terms of Service does not apply to you in such capacity.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.

II.      GENERAL CONDITIONS

Todaydream may make available mentoring opportunities, through the Platform’s search results or otherwise through the Platform. The Platform displays a list of DreAmbassadors based on search terms, interests, and other information provided. While Todaydream may be compensated by schools, parents, and other sponsoring organizations, becoming listed as a mentor on the Platform is free for the DreAmbassadors.

Schools, other nonprofit or governmental users of the Platform may reach out to you for mentoring sessions and other educational volunteer opportunities. Todaydream has no oversight over the relationships arising out of the Platform between you and such third parties. As such, you acknowledge and understand that Todaydream has no control over the contents, terms, and conditions third parties might impose on you if you choose to enter into such arrangements. For example, some schools may request you to sign a volunteer agreement to mentor their students. If you choose to enter a third-party website or facility, or to sign a volunteer form or other agreement with a third party, you are accepting any terms and conditions imposed by that third-party. Todaydream assumes no responsibility, and disclaims all liability for the content, accuracy, completeness, legality, reliability, availability, or other information of any user of the Platform.

Applicable laws may require background checks on the DreAmbassadors prior to interacting with minors. You understand and agree that Todaydream has no obligation to screen the DreAmbassadors, and therefore, it is the responsibility of the schools or other sponsoring organizations to obtain background checks and perform other due diligence in compliance with the law.

You understand and agree that any personal information that you share with us, including, but not limited to your name, profession, degree, and school, will be available and shared with other users of the Platform.

We reserve the right to refuse service to anyone for any reason at any time.

III.      PRACTICES REGARDING USE AND STORAGE

You understand that your content on our website may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Personal information is always encrypted during transfer over networks.

You acknowledge that Todaydream may establish general practices and limits regarding use of the Platform, or access to the Platform or any contact on the Platform including, without limitation, the maximum number of email messages which may be sent or received from an account of the Platform, the maximum size of any email message that may be sent from or received by an account of the Platform, the maximum amount of disk space that will be allotted on Todaydream’s servers on your behalf, and the maximum number of times and duration for which you may access the Platform in a given time. You agree that Todaydream has no responsibility or liability for the deletion or failure to store or transmit any messages or communications or other content maintained or transmitted by the Platform. You acknowledge and agree that Todaydream reserves the right to log off accounts and deactivate usernames and accounts that are inactive for an extended period of time. You further acknowledge that Todaydream has the right to modify these practices and limits from time to time.

IV.      NO CO-BRANDING OR FRAMING

You may not use or authorize any party to co-brand or frame Todaydream or any of its services without the express prior written permission of an authorized representative of Todaydream, as applicable, in each instance. For purposes of this Terms, "co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the Platform, in whole or in part, and/or any content accessible within the Platform. For purposes of this Terms, "framing" refers to displaying any Todaydream webpage or other Platform content within a bordered area of another website, regardless of whether the address of the originating Platform is visible. You further agree to cease any unauthorized co-branding or framing immediately upon notice from Todaydream.

V.      ACCURACY, USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

We are not responsible if information made available on this Platform is not accurate, complete or current. The material on this Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Platform is at your own risk.

We reserve the right to modify the contents of this Platform at any time, but we have no obligation to update any information on our Platform. You agree that it is your responsibility to monitor changes to our Platform.

If, at our request, you send certain specific submissions or, without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by e-mail, by postal mail, or otherwise (collectively, “comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you send to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

In addition, we have the right to delete any piece of content and provide comment on any topic or profile we find objectionable in our reasonable discretion.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property, Privacy Policy, and these Terms of Service.

You understand that you may receive business-related communications from Todaydream such as service announcements and account administrative notices and you agree that these communications are not "unsolicited commercial email advertisements" and thus, subject to all applicable laws, you agree to receive them and you will not be able to opt out of receiving such communications.

VI.      CONTENT

As a registered user, you will be able to upload and post a great variety of materials and information, including but not limited to text, audio, video, photographs, graphics, and other materials ("Content").  This means that you have sole responsibility, not Todaydream, for all of the Content that you upload post, email, transmit or otherwise make available through the Platform, and to make sure that you are in compliance with the rules of behavior set forth herein relating to such Content.

Any Content that you write, post, upload or link to on the Platform is entirely your responsibility.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the content on our Platform, use of the Platform, or access to the Platform or any contact on the Platform through which the service is provided, without express written permission by us.

Todaydream shall have no liability of any kind with respect to any Content posted by you or other users of the Platform. You agree that you must assess and bear all risks associated with your use of any Content. In this regard, you may not rely on any Content created by other DreAmbassadors, by Todaydream member organizations seeking volunteers, or otherwise created, distributed and displayed on any part of the Platform. Todaydream does not control or monitor all of the Content posted via the Platform and, as such, does not guarantee the accuracy, integrity or quality of such Content.

The Content created by you must be owned by you or you must have been granted the prior permission to use such Content by its owner. Todaydream does not own any of the Content you post. By placing Content on the Platform you are providing Todaydream with a worldwide, irrevocable, royalty-free, unlimited, non-exclusive license, for as long as the Content is part of your profile, to publicly display, modify, reproduce and distribute your Content, in whole or in part, on the site for editorial and promotional purposes of the site. Todaydream reserves the right to exploit or promote this Content in connection with the promotion of the Platform and other services offered by Todaydream.

Unless you make it clear that specific Content you post cannot be copied or used by any other users of the Platform, you agree that by posting Content you own on the Platform, all other users can reproduce and use such Content in connection with the Platform, subject to all applicable laws. Todaydream shall have no responsibility for enforcing any rights you may claim in any Content, which shall be your responsibility entirely, and you agree to hold harmless defend, and indemnify Todaydream with respect to any claim you have that other users are reproducing or using your Content as well as for claims by other users that you are reproducing or using their Content without permission. Todaydream will not arbitrate, mediate or resolve any intellectual property or other disputes between users, and has no responsibility for doing same other than as may be specifically required by law.

You acknowledge that Todaydream may or may not pre-screen Content but that Todaydream and its designees shall have the right, but not the obligation, in its sole discretion to pre-screen, refuse, move, edit, and/or delete any Content that violates these Terms and/or is otherwise objectionable as determined by Todaydream in its sole discretion.

Todaydream may preserve and store your account information and Content if it believes in good faith that such preservation is necessary to comply with legal or regulatory processes, respond to claims that the Content violates the rights of third parties, and/or to protect the rights, property or personal safety of Todaydream, its users and the public.

Todaydream respects the intellectual property of others and we request our users do the same. In certain circumstances and at its discretion, Todaydream may, but is not obligated to disable, suspend and terminate the accounts of members who may be infringing on the rights of others. If you believe that your Content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please contact Todaydream as soon as practically possible at contact@todaydream.com with the following information:

(a)   an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b)  a description of where the material you claim is infringing is located on the site;

(c)   your name, address, telephone number, and email address;

(d)  a statement claiming that you have a good faith belief that the disputed use has not been authorized; and

(e)   a statement by you made under penalty of perjury, that the above information is accurate and that you are the copyright or intellectual property holder or our authorized to act on behalf of the holder.

VII.      TODAYDREAM PROPRIETARY RIGHTS; TRADEMARKS AND COPYRIGHTS

You acknowledge and agree that the Platform and any necessary software used in connection with the Platform ("Software") contain proprietary and confidential information that is the property of Todaydream and its licensors, and is protected by applicable intellectual property and other laws. No rights or title of to any of the Software used in connection with any Platform is provided, transferred or assigned to you, other than the limited license at the end of this paragraph. You further acknowledge and agree that content contained in advertisements or information presented to you through the Platform is protected by copyright, trademarks, service marks, patent, privacy, and/or other proprietary rights and laws. Except as expressly authorized by Todaydream, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Platform or Software, in whole or in part, at any time. You also acknowledge Todaydream’s exclusive rights in the Todaydream trademark and service mark. Trademarks, service marks, logos, and copyrighted works appearing on the Platform are the property of Todaydream or the party that provided such intellectual property to Todaydream. Todaydream and any party that provides intellectual property to Todaydream retain all rights with respect to any of their respective intellectual property appearing on the Platform, and no rights in such materials are transferred or assigned to you, in whole or in part, at any time, other than the limited license in the next sentence. Todaydream grants you a terminable, nonexclusive, royalty free license to access the Platform from your computer and to download, display, and use the Content on the Platform for your own use in seeking volunteer opportunities as a DreAmbassador and in networking with other DreAmbassadors, in each case in accordance with the terms, conditions, and restrictions of this Agreement.

VIII.      CODE OF CONDUCT AND PROHIBITED USE

You may only use the Platform  for purposes expressly permitted by the Terms of Service.

In addition to other prohibitions as set forth in the Terms, you are prohibited from using the Platform or its content: (a) for any unlawful or unauthorized purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of our Platform or of any related Platform, other Platforms, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to post, upload or link to anything that advertises any commercial endeavor (e.g., offering for sale any products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services), or solicits funds, advertisers or sponsors for any purpose; (l) to impersonate another person, group of people, or entity at any times, which includes using anyone else's username or password; or (m) to interfere with or circumvent the security features of our Platform or any related website, other websites, or the Internet.

You agree to provide true, accurate, current and complete information. If you provide any information that is untrue, incomplete, not current or inaccurate, Todaydream has the right to suspend or terminate your account and refuse your current or future use of the Platform (or any portion thereof).

You agree that Todaydream may, under certain circumstances and without prior notice, immediately terminate your Todaydream account, any associated username and/or access to the Platform. Cause for such termination shall include, but is not be limited to: (i) a breach or violation of the Terms or other Todaydream policies, guidelines, or rules (including without limitation the Privacy Policy), (ii) extended periods of inactivity, (iii) your engagement in fraudulent or illegal activity, (iv) unexpected technical or security issues, and (v) requests by law enforcement or other government agencies. You also agree that any termination is in Todaydream’s sole discretion and that Todaydream will not be liable to you or any third party for any termination of your account, password, username, deletion of Content and/or access to the Platform.

You agree that your account is non-transferable and any rights to your account, password, username, terminate upon your death or disability and/or termination of account for any reason.

You are responsible for any activities that take place under your username and password. If you become aware of any unauthorized use of your password or account, or any other breach of security, contact Todaydream immediately. It is up to you to maintain the confidentiality of your password and account. Todaydream is not responsible or liable for any loss or damage arising from your failure to comply with the provisions of these terms.

Todaydream reserves the right to terminate your use of the Platform for violating any of the prohibited uses.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Content on our Platform, use of the Platform, or access to the Platform or any contact on the Platform through which the service is provided, without express written permission by Todaydream.

While Todaydream explicitly prohibits the above conduct you acknowledge and agree that you may be exposed to such conduct and content and that you use the service entirely at your own risk, and that Todaydream shall have no liability of any kind for such conduct as carried out by any third party at any time unless expressly set forth to the contrary by Todaydream in writing.

IX.      INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our Platform will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of our Platform will be accurate or reliable.

You agree that from time to time we may remove or shut down our Platform for indefinite periods of time or cancel any services offered on our Platform at any time, without notice to you.

Todaydream is a United States-based company and Platform. We make no representation that any aspect of our Platform or any service procured using our Platform is appropriate or available for use outside of the United States or may be used for persons who are not citizens of the United States or residents of other countries. Those who access our Platform from other locations are responsible for compliance with applicable local laws. The Software or any service procured using our Platform is subject to applicable export laws and restrictions.

You expressly agree that your use of, or inability to use, the Platform is at your sole risk. The Platform and all services delivered to you through the Platform are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Todaydream or our directors, officers, shareholders, affiliates, agents, contractors, interns, suppliers, service providers or licensors (“Affiliates”) be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of our Platform or any services procured using our Platform, or for any other claim related in any way to your use of our Platform or any service procured using our Platform, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of the Platform or any Content posted, transmitted, or otherwise made available via the Platform, even if advised of their possibility of such damages or such damages were reasonably foreseeable, resulting from the use or the inability to use the Platform, unauthorized access to or alteration of your transmissions or data, statements or conduct of any third party, services, relationships, volunteer engagements or contracts entered into through or from the Platform, and/or any other matter relating to the Platform. In no event will Todaydream be liable to you for any amount of money over One Hundred U.S. Dollars ($100.00), which you acknowledge to be a fair and reasonable sum in the event of any loss by you of any kind.

X.      DISCLOSURES REQUIRED BY LAW

Todaydream reserves the right at all times to disclose any information, including personally identifiable information about you, as necessary to satisfy any applicable law, regulation, legal process or governmental request. Todaydream reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Todaydream to disclose the identity of anyone posting any Content, or publishing or otherwise making available any materials that are believed to violate the Terms. Todaydream will use reasonable efforts to notify you in connection with any such inquiry; provided, however, that the inquiry in question is not confidential, and further provided that Todaydream shall have no duty to disclose such information and therefore shall not be liable to you in connection with any non-disclosure.

BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD TODAYDREAM HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY TODAYDREAM DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER TODAYDREAM OR ANY LAW ENFORCEMENT ORE REGULATORY AUTHORITIES.

XI.      SEVERABILITY

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

XII.      TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service with respect to you at any time by notifying us that you no longer wish to use our services, or when you cease using our Platform.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all obligations and liabilities incurred up to and including the date of termination; and/or accordingly Todaydream may deny you access to our services (or any part thereof).

XIII.      ENTIRE AGREEMENT

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms together with the Privacy Policy and any other policies or operating rules posted by us on the Platform from time to time constitute the entire agreement and understanding between you and us pertaining to the subject matter of this Agreement and govern your use of the Platform, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

XIV.      GOVERNING LAW; DISPUTE RESOLUTION

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE PLATFORM OR THESE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

These Terms of Service, the Privacy Policy and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to principles of conflict of laws.

[In the event of a dispute between you and Todaydream (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Boston, Massachusetts. In the event that there is any dispute between you and Todaydream that is determined not to be subject to arbitration pursuant to the preceding sentence, or in the event this arbitration provision is held unenforceable or invalid by a court of competent jurisdiction, you agree to submit in that event to the exclusive jurisdiction and venue of the courts of the State of Delaware located in New Castle County or the United States District Court for the District of Delaware. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party's intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

XV.      CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our Platform. It is your responsibility to check our Platform periodically for changes. Your continued use of or access to our Platform or any service procured using our Platform following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use or purchase certain elements of the Platform, affiliate services, third-party content or third-party software.

Nothing contained in these Terms shall be construed to constitute either party as a partner, joint venturer, employee, independent contractor, worker or agent of the other party, nor shall either party hold itself out as such. Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party, it being intended by both parties that each is and shall remain independent contractors (to the extent applicable), and therefore, responsible for its own actions.

Please immediately report any violations of these Terms to Todaydream at contact@todaydream.com.