Terms of Use

The Klingenstein Philanthropies (along with its subsidiaries, affiliates and foundations, collectively, “Foundation,” “we,” “our,” or “us“) owns and/or operates this website, along with the websites located at www.klingfund.org, www.ktgf.org, and www.sadieandharrydavis.org (together with any other websites owned and/or operated by the Foundation, the “Sites“). The Sites are provided by the Foundation to the person accessing the Sites (“you” or “your“).

1. You Agree to These Terms by Using the Sites

Your access to, and use of, the Sites is subject to the following terms of use (these “Terms of Use“) and all applicable laws and regulations. By accessing and using any of the Sites, you indicate that you understand and intend the Terms of Use to be the legal equivalent of a signed, written contract and equally binding, and you accept, without limitation or qualification, these Terms of Use. These Terms of Use supersede all prior agreements or arrangements. The Foundation may, at any time and without notice, modify these Terms of Use by revising them on the Sites. Your continued use of the Sites constitutes your acceptance of any such revisions. You should therefore periodically visit this page to review the current Terms of Use. You may not modify these Terms of Use except in a writing signed by the Foundation.

If you do not agree and accept, without limitation or qualification, these Terms of Use, you must exit the Sites immediately. We may immediately terminate these Terms of Use with respect to you (including your access to our services) if you fail to comply with any provision of these Terms of Use.

In addition, when utilizing the fellowship, grant or other opportunities and/or services made available on behalf of the Foundation or its affiliates, you may be subject to additional restrictions, terms and conditions, guidelines, or rules applicable to such opportunities and/or services, which may be (a) posted from time to time on the applicable portions of the Sites, (b) otherwise made available to you in writing by the Foundation, or (c) otherwise mutually agreed in a written (including electronic) agreement (collectively, “Additional Terms“). All such Additional Terms are hereby incorporated by reference into the Terms of Use. In the event of any conflict between any Additional Terms and the Terms of Use, such Additional Terms shall control solely with respect to the applicable opportunities and/or services.

2. Permitted Use of the Sites

The information and materials on the Sites are provided for personal, noncommercial, and general informational purposes. You may use the Sites solely for the purpose of learning about and/or utilizing the Foundation fellowship, grant or other opportunities and/or services. You may not use, reproduce, or distribute the text, graphics, downloads, tools, or any other content on the Sites for any other purpose.

Actual or attempted unauthorized use or access of the Sites (or any portion thereof, including any other account) may result in criminal and/or civil prosecution. For your protection, the Foundation reserves the right to view, monitor, and record activity on the Sites without notice or further permission from you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on the Sites. The Foundation will also comply with all court orders involving requests for such information.

The Foundation reserves the right at any time and for any reason to deny you access to the Sites or any portion thereof, and to terminate this agreement. Termination will be effective without notice. The Foundation reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites and/or any information or services provided in connection with the Sites, with or without notice. You agree that the Foundation will not be liable 2

to you or to any third party for any modification, suspension, or discontinuance of Sites or any fellowship, grant or other opportunities and/or services .

3. User Submitted Content

The Sites may, from time to time, offer interactive features that allow users to submit content, communications, data, academic or other records, or other information or materials to the Sites (collectively, “User Content“). The Foundation does not and cannot review all such User Content and is not responsible for such User Content.

You acknowledge that by providing the ability to view and distribute User Content on the Sites, the Foundation is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto. However, the Foundation reserves the right to block or remove User Content that it determines to be unacceptable to the Foundation in its sole discretion.

Harassment in any manner or form on the Sites, including via email, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Foundation employee, host, or representative, as well as other members or visitors on the Sites, is prohibited. You may not upload to, distribute, or otherwise publish through the Sites any User Content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party, or which may otherwise give rise to liability or violate any law.

Any User Content received by the Foundation through the Sites will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for the Foundation to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, display (in whole or part) worldwide, or act on such User Content without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such User Content. You expressly acknowledge and agree that you waive any claim to the contrary. The Foundation may, but will not be obligated to, use and/or provide any author attributions related to, any User Content. Any use of User Content by the Foundation will be subject to the Foundation’s Privacy Policy.

4. Authorization to Submit User Content

By submitting any User Content through the Sites, or otherwise making any User Content available to the Foundation, you hereby represent, warrant, and covenant that (a) you have full power and authority, and have obtained all necessary rights, approvals, authorizations and consents, to provide such User Content to the Foundation and permit the Foundation to use and disclose all User Content in accordance with the terms of these Terms of Use and the Foundation’s Privacy Policy; (b) such provision or making available of User Content to the Foundation is in compliance with all applicable laws, rules, and regulations; and (c) all such User Content is accurate and complete.

Without limiting the prior paragraph, you hereby acknowledge and agree that the Foundation and its third-party hosting partners, as applicable, may have access to User Content immediately upon your submitting such User Content through the Sites, regardless of whether any application, renewal, report, or other purpose for which such User Content is submitted has been completed and submitted and, as such, you shall be solely responsible for obtaining all parental and other consents and authorizations required in connection with the submission of such User Content in advance of uploading, submitting, or otherwise making available such User Content to the Foundation.

5. Login and Passwords

In connection with fellowship or grant applications, renewals or reporting, or your other use of the Sites, you may receive a user ID, password and/or other login credentials to access certain portions and services of the Sites. You are responsible for maintaining the confidentiality of such user ID, password, login credentials, and account. You are also fully responsible for all activities that occur under your user ID, password, and account. You agree to (a) not share or disclose 3

your user ID, password, login credentials, account, or secure access procedure; (b) immediately notify the Foundation of any threatened or actual unauthorized use of your user ID, password, login credentials, or account or any other breach of security; and (c) log off at the end of each session. The Foundation shall not be liable for any loss or damage arising from your failure to comply with the provisions in this Section.

6. Notice; Electronic Communications

When you visit the Sites or send emails to the Foundation, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Sites. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

7. Privacy

The Foundation’s Privacy Policy, available at uniform resource locator www.klingenstein.org (as such policy may be modified from time to time in accordance with its terms, the “Privacy Policy“), is hereby incorporated into and made part of these Terms of Use. You hereby agree to such Privacy Policy. Any Personal Information (as defined in the Privacy Policy), for example, your name, address, telephone number, or email address, that you transmit to the Sites by electronic mail or otherwise will be used by the Foundation in accordance with the Privacy Policy. Any other communication or material you transmit to the Sites, such as questions, comments, suggestions, or the like, will be treated as non-confidential and non-proprietary.

8. Typographical Errors

In the event that a Foundation fellowship, grant or other opportunity and/or service, is mistakenly listed with incorrect specifications or instructions, the Foundation reserves the right to refuse or cancel any submissions to such fellowship, grant or other opportunity and/or service, whether or not the submission has been completed.

9. Disclaimer – Warranty

THE SITES AND ALL CONTENT, MATERIALS, SERVICES, AND PRODUCTS ON THE SITES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE FOUNDATION HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

The Foundation does not represent or warrant that the functions contained in the Sites will be uninterrupted or error-free, that the defects will be corrected, or that the Sites or the server that makes the Sites available are free of viruses or other harmful components. The Foundation does not make any warranties or representations regarding the use of the materials in the Sites in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability, or otherwise. The Foundation does not make any warranties or representations regarding the security of your Personal Information. Some states do not permit certain limitations or exclusions on warranties, and as such, these limitations and exclusions do not purport to limit liability that cannot be excluded under the law in your usual place of residence.

10. No Guarantee

You hereby acknowledge and agree that the Foundation does not guarantee that applicants will receive any fellowship, grant or other opportunity and/or service for which it makes a submission, or that any current recipient of a fellowship, grant or other opportunity and/or service will continue to receive such benefits or services.

11. Indemnification

You agree to indemnify, defend, and hold harmless the Foundation, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, 4

and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use or our Privacy Policy or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Sites using your account, including, without limitation, any User Content submitted through your account.

12. Limitations of Liability

YOUR USE OF THE SITES IS AT YOUR OWN RISK. NEITHER THE FOUNDATION, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS, OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITES OR THEIR CONTENT, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITES WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Some states do not permit certain limitations or exclusions on warranties, and as such, these limitations and exclusions do not purport to limit liability that cannot be excluded under the law in your usual place of residence.

13. Third-Party Links

To provide increased value to our visitors, the Foundation may link to sites operated by third parties. However, even if the third party is affiliated with the Foundation, the Foundation has no control over these linked sites, all of which may have separate privacy and data collection practices independent of the Foundation. These linked sites are only for your convenience, and therefore, you access them at your own risk. Without limiting the foregoing, the Foundation specifically disclaims any responsibility if such sites: infringe any third party’s intellectual property rights; are inaccurate, incomplete, or misleading; are not merchantable or fit for a particular purpose; do not provide adequate security; contain viruses or other items of a destructive nature; or are libelous or defamatory.

The Foundation does not endorse the content, or any products or services available, on such sites. Nonetheless, the Foundation seeks to protect the integrity of its website and the links placed upon it, and therefore requests any feedback on not only its own Sites, but for sites it links to as well (including if a specific link does not work).

14. Retention of Rights; Limited License Grant

The Sites are owned by the Foundation and are protected by United States intellectual property laws (including trademark or copyright laws) and international treaty provisions. All content, including, but not limited to, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, products, services, documentation, software, trademarks, service marks, trade names, logos, and icons provided by the Foundation or featured on the Sites are proprietary to the Foundation or its licensors.

The Foundation grants to you a personal, revocable, nonexclusive, nontransferable license to use the Sites conditioned on your continued compliance with the Terms of Use and Privacy Policy. Limited portions of the content on the Sites may be accessed, printed, and downloaded by you on an occasional basis for your own personal, non-commercial use. You may not under any circumstances copy, print, or download in any medium all or substantially all of the entire content of the Sites. Unless and except as otherwise expressly permitted by the Terms of Use, you may not access, copy, reproduce, modify, create derivative works of, alter, publicly distribute, republish, upload, post, transmit, publicly perform or display, license, transfer, sell, mirror, frame, “deep link,” “scrape,” data mine, or otherwise use any information or material obtained from or through the Sites, without prior written permission from the Foundation. Any unauthorized use of the Sites (or any portion thereof) will terminate the permission granted by this license and may violate applicable laws, including copyright law, trademark laws, and commercial regulations and statutes. 5

15. Trademarks

Without limitation of Section 14 above, the following are registered trademark(s) of the Foundation: The Klingenstein Philanthropies, Esther A. and Joseph Klingenstein Fund, Klingenstein Third Generation Foundation, and the Sadie and Harry Davis Foundation. These marks may not be used without our consent on any product or service, except our own. Nothing contained on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, service mark, logo, or trade name (collectively, “Trademarks“) displayed or featured on the Sites without the written permission of the Foundation or such third party that may own the Trademarks displayed on the Sites.

16. Copyright

All content included on the Sites, including, but not limited to, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of the Foundation or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Sites, and any and all databases accessible on or through the Sites, are the exclusive property of the Foundation and protected by United States and international copyright laws. All software used on the Sites is the property of the Foundation or its software suppliers and protected by United States and international copyright laws. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Sites.

17. Copyright Complaints

The Foundation respects the intellectual property of others. The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under United States copyright law. If you believe in good faith that materials hosted by the Foundation infringe your copyright rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:

a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that site;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
information reasonably sufficient to permit us to contact you, such as an address, telephone number, and email address;
a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All notices described above should be sent to the Foundation’s designated agent to the address set forth in the Contact Us section below.

We suggest that you consult your legal advisor before filing a notice or counter-notice as the above-stated notification requirements may have changed. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. 6

18. Export Control

Software and other materials downloaded or otherwise made available from the Sites may be subject to United States export control. The United States export control laws prohibit the export of certain technical data and software to certain territories. No software from the Sites may be downloaded or exported into (or to a national or resident of): Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders.

The Foundation does not authorize the downloading or exportation of any software or technical data from the Site to any jurisdiction prohibited by the United States export control laws.

19. Law and Jurisdiction

These Terms of Use and your access to and use of the Sites are governed by the laws of the State of New York, without regard to its choice of law provisions. The courts of general jurisdiction located within New York, New York, will have exclusive jurisdiction over any and all disputes arising out of, relating to, or concerning these Terms of Use and/or the Sites or in which these Terms of Use and/or the Sites are a material fact.

20. Assignment

The Foundation may assign its rights and duties under these Terms of Use to any party at any time without notice to you.

21. Questions and feedback

We welcome your questions, comments, and concerns about the Sites. Please send us any and all feedback pertaining to the Sites to the address indicated in the Contact Us section below. You hereby grant the Foundation a non-exclusive, sublicensable, irrevocable, and royalty-free worldwide license to use and publish such feedback.

22. Waiver; Severability

No waiver of any provision of these Terms of Use by us shall be deemed a further or continuing waiver of such provision or any other provision, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use shall 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.

23. Nature of Relationship.

No joint venture, partnership, employment, or agency relationship exists between you and the Foundation as a result of the Terms of Use or use of the Sites.

24. Contact Us

If you have questions or concerns about these Terms of Use or the Sites, you can contact us by telephone at (332) 219-0600 or by mailing us at the following address:

Klingenstein Philanthropies
80 8th Avenue, Suite 1400
New York, NY 10011-7159

If we need, or are required, to contact you concerning these Terms of Use or the Sites, we may do so by email, telephone, or mail.

(Last updated October 1, 2020)