Terms of Use - The Opportunity Network

THE OPPORTUNITY NETWORK WEBSITE

TERMS OF USE

Last Modified: April 10, 2024

These Terms of Use (“Terms”) apply to the use of The Opportunity Network website (https://opportunitynetwork.org) (the “Site”) and services made available through the Site (collectively with the Site, “Services”). The Services are provided by The New York Opportunity Network, Inc. (“OppNet,” “we,” “us” or “our”), and these Terms represent a binding agreement between you as the user of the Services (“user,” “you” or “your”) and OppNet. By accessing or using the Services, you confirm your acceptance of these Terms and our associated Privacy Policy, which is hereby incorporated into these Terms. If you do not agree to these Terms, you must immediately discontinue the use of any Services.

NOTICE: THESE TERMS CONTAIN AN ARBITRATION PROVISION WITH A CLASS ACTION WAIVER, MASS ACTION WAIVER, AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTIONS 11 AND 12 BELOW BEFORE USING THE SERVICES.

1. Description

The Services include supporting students from historically and systemically underrepresented communities in developing the knowledge, skills, and passion necessary to achieve their academic and career goals.

2. Changes

We may from time to time modify, amend or vary the Services in our sole discretion without notice or further obligation to you. We will not be liable to you or any third party if, for any reason, all or part of the Services are unavailable at any time or for any period.

We may also modify, amend or update these Terms from time to time to cover new Services or to comply with changes in the law. Please check these Terms regularly to ensure you are aware of any changes made by us. We will notify you of a chance in the Terms by placing a banner on the homepage of our website. If you continue to use the Services, you are deemed to have accepted such changes. If you do not agree to such changes, you should discontinue use of any Services.

3. Eligibility and Registration

You must be at least 13 years of age and a resident in the United States to use the Services. By using the Services, you further affirm that (a) you are not a resident of a country that the U.S. government has embargoed for use of the Services, nor are you named on the U.S. Treasury Department's list of Specially Designated Nationals or any other applicable trade sanctioning regulations, and (b) you are fully able and competent, or have the consent of your parent or legal guardian, to enter into these Terms, and to abide by and comply with these Terms.

It is a condition of your use of the Services that all information you provide is correct, current and complete. You agree that all information you provide, including but not limited to, through the use of any interactive features available through the Services is governed by the Privacy Policy, and you consent to all actions we take with respect to your information consistent with the Privacy Policy.

You represent that:

You will fully comply with all applicable laws and agreements that govern your use of the Services, including the Privacy Policy; and
You will not use the Services in violation of any law or for any fraudulent or illegal activity.

4. Intellectual Property and Feedback

The Site, Services and their entire contents, features and functionality (including but not limited to information, software, text, displays, images, video, and audio, and the design, selection and arrangement thereof) and any and all rights (including intellectual property and other proprietary rights) therein are owned by OppNet, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. OppNet and its associated logos are the trademarks of The New York Opportunity Network, Inc. (“OppNet Trademarks”). Other trademarks, service marks, graphics and logos used in connection with the Services are the trademarks of their respective owners (collectively, “Third Party Trademarks”). The OppNet Trademarks and Third Party Trademarks may not be copied, imitated or used, in whole or in part, without the prior written permission of OppNet or the applicable trademark holder.

No license, right (including intellectual property rights), title, or interest in or to the Services or any content therein is transferred to or otherwise vested in you except as otherwise expressly set forth in these Terms. All rights not expressly granted are reserved by the OppNet.

We welcome your comments, suggestions, ideas or other feedback (“Feedback”) about our Services. If you provide Feedback, you agree that we can use that Feedback for any purpose, including to improve the Services, without further obligation (including payment) to you, and you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties and (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback. You hereby grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, copy, modify, publish, distribute, create derivatives of, exploit and sublicense the Feedback.

5. Prohibited Uses

You agree not to use the Services in any way, or engage in any conduct that:

Is unlawful, illegal or unauthorized;
Is defamatory of any other person;
Is obscene, sexually explicit or offensive;
Advertises or promotes any other product or business;
Solicits others to perform or participate in unlawful acts;
Is likely to harass, upset, embarrass, alarm or annoy any other person;
Collects or tracks the personal information of others;
Is likely to disrupt the Services in any way;
Interferes with the operation or any user’s enjoyment of the Services, including by uploading or transmitting 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 the Services or of any related website, other websites, or the internet;
Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
Infringes any copyright, trademark, trade secret, or other proprietary right of any other person; or
Advocates, promotes or assists any violence or any unlawful act.

You further agree not to:

Publish and/or make any use of the Services on any website, media, network or system other than those provided by us, and/or frame, “deep link,” “page scrape,” mirror and/or create a browser or border environment around any of the Services (or any part thereof);
Use any “robot,” “spider” or other automatic device, program, script, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services (or any of its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Services;
Purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use our name or the OppNet Trademarks and/or variations and misspellings thereof;
Impersonate any person or entity or provide false or misleading information on the Services, whether directly or indirectly, or otherwise disguise your identity or the origin of any message or transmittal you send to us and/or any of our other visitors or users;
Falsely state, imply or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that we or any third party endorse you, or any statement you make;
Reverse look-up, trace or seek to trace another user of the Services, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services without their express and informed consent;
Disable, circumvent, bypass, interfere with or otherwise avoid any measures used to prevent or restrict access to the Services or the account of another user or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;
Probe, scan or test the vulnerability of the Services or any network connected to the Services;
Upload to the Services or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive or invasive code or component;
Take any action that may impose an unreasonable or disproportionately large load on the infrastructure of the Services, or our systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies or regulations of such servers or networks; or
Use the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters,” “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising.

In addition, we reserve the right at our sole discretion to terminate any user’s access to the Services if they violate this Section 5 or any other provision of these Terms.

6. Third Party Links

The Services may contain links to other websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (collectively “External Applications”) for your convenience. We do not control or endorse these External Applications. We are not and cannot be responsible for the External Applications’ content, operation or use, or any damage or loss caused or alleged to be caused by or in connection with the use of any such External Applications. Your use of External Applications is subject to the privacy practices and terms of use established for the External Applications, and we disclaim all liability for such use. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Applications, which you use at your own risk.

7. Indemnification

You agree to defend, indemnify and hold harmless OppNet, and its affiliates, officers, directors, employees, licensors, third party services providers and agents (collectively, “Indemnitees”) against any lawsuit, liability, injuries, damages or expense (including attorneys’ fees) arising from (a) your use of or alleged use of the Services, (b) your breach of these Terms or any applicable law or regulation, (c) your violation of any third party right, including without limitation, intellectual property, publicity, confidentiality, property or privacy rights or (d) any disputes or issues between you and any third party. The Indemnitees reserve the right to control the defense and settlement of any third-party claim for which you indemnify Indemnitees under these Terms, and you will assist us in exercising such rights.

8. Disclaimer of Warranties

WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY PROMISES, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. Although OppNet seeks to maintain safe, secure, accurate, and well-functioning Services, we cannot guarantee the continuous operation of or access to our Services, and there may at times be inadvertent technical or factual errors or inaccuracies. To the fullest extent permitted by applicable law, OppNet hereby excludes all warranties, whether express or implied, including (a) any warranties of merchantability, fitness for a particular use, quiet enjoyment or that the Services are of satisfactory quality, non-infringing, are free of defects, or are able to operate on an uninterrupted basis, or that the use of the Services by you is in compliance with laws or that any information that you transmit in connection with the Services will be successfully, accurately or securely transmitted; and (b) any warranties arising out of course-of-dealing, usage or trade. OppNet does not guarantee the accuracy of, and disclaims all liability for, any errors or other inaccuracies in the information, content, recommendations, and materials made available through the Services. You assume all risk for any/all damages that may result from your use of or access to the Services.

9. Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER OPPNET NOR ANY OF THE INDEMNITEES ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SERVICES, AND/OR ANY EXTERNAL APPLICATION OR OTHER LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THE SERVICES IS TO STOP USING THE SERVICES, AS APPLICABLE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

In the event that applicable law does not allow the disclaimer of certain warranties and/or the limitation of liability for direct, indirect, consequential or other damages, in no event shall OppNet or any of the Indemnitees’ liability arising under or in connection with these Terms and your use of the Services exceed $100.

10. Governing Law

These Terms shall be governed by the laws of the State of New York, without regard to its choice of law principles. In the event arbitration does not apply, we and you irrevocably submit to the jurisdiction of the state and federal courts of New York County, New York with regard to any dispute arising out of or relating to these Terms. YOU WAIVE YOUR RIGHT TO A CLASS ACTION OR TO A JURY IN THE EVENT OF ANY DISPUTE THAT PROCEEDS IN STATE OR FEDERAL COURT.

11. Dispute Resolution

YOU AGREE THAT YOU HAVE READ THIS SECTION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND OPPNET. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN THE SECTION ENTITLED "OPT OUT OF ARBITRATION" BELOW.

In the event of any dispute, before either you or we can initiate a legal action, unless it is for injunctive relief, each party shall first attempt to contact the other to discuss a resolution. You must submit your claim in writing by sending an email to the email address below. We will contact you at the email address used to provide such notice. Neither party may initiate either arbitration or other legal action for thirty (30) days after receipt of the claim.

If we cannot resolve the matter amicably, unless you have opted out as set forth below, you and we agree that any dispute, claim or controversy between you and us arising in connection with or relating in any way to these Terms or the Services (“Dispute”) will be determined by mandatory binding individual (not class) arbitration. You and OppNet further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of this arbitration provision or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.

You and OppNet both agree that nothing in this Dispute Resolution section will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court; (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator; or (3) any claim by OppNet in a court of law for violation of its intellectual property rights. In addition, this arbitration provision does not stop you or us from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

YOU AND OPPNET AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and OppNet agree to the contrary, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.

Either you or we may start arbitration proceedings. Any arbitration between you and OppNet will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this arbitration provision. You and OppNet agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879.

Any arbitration hearings will take place in the U.S., provided that if the claim is for $25,000 or less, you or OppNet may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; or (2) through a non-appearance based telephonic hearing.

Each party shall pay arbitration fees in accordance with the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

If this arbitration provision is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 10 shall govern any claim in court arising out of or related to the Terms.

OPT-OUT OF ARBITRATION: You may opt out of the binding arbitration described in this section by sending OppNet written notice of your desire to do so by email at online@opportunitynetwork.org or regular mail at Attn: The New York Opportunity Network, Inc., 85 Broad Street, 6th Floor, New York, NY 10004, within thirty (30) days following the date you first use our Services, (such notice, an “Arbitration Opt-out Notice”). If you don’t provide OppNet with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth above.

12. Mass Action Waiver

You and OppNet expressly waive the right to have any Dispute brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the particular individual who initiates the claim to be arbitrated. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The parties agree that the definition of a “Mass Action” includes, but is not limited to, instances in which you or OppNet are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or OppNet’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding anything else in these Terms or this Dispute Resolution provision, this Mass Action Waiver does not prevent you or OppNet from participating in a mass settlement of claims.

Notwithstanding any provision to the contrary in AAA Rules, the arbitrator shall be empowered to determine whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Either party shall raise with the arbitrator or arbitration provider such a dispute within 15 days of its arising. If such a dispute arises before an arbitrator has been appointed, the parties agree that (i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver, each party shall select one arbitrator from the arbitration provider’s roster to serve as a neutral arbitrator, and those two arbitrators shall appoint a third neutral arbitrator (in the event that the parties’ arbitrators cannot agree on a third arbitrator, the arbitration provider will select the third arbitrator); (ii) OppNet shall pay any administrative fees or costs incidental to the appointment of Arbitrators under this Mass Action Waiver provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators’ resolution of the parties’ dispute. If the arbitrator or panel of arbitrators determines that a party has violated the Mass Action Waiver, then, in addition to any other available remedies, the other party shall have the opportunity to opt out of arbitration within 30 days of the arbitrator’s or panel of arbitrator’s decision.

13. Termination

These Terms are effective unless and until terminated by OppNet. You may discontinue any further use of the Services, but these Terms will continue to apply to your use of the Services prior to such discontinuance. We also may terminate or suspend these Terms, at any time, without notice and accordingly deny you access to the Services, for any reason, including without limitation, if at our sole discretion you fail to comply with any provision of these Terms or your use is harmful to the interests of another user of the Services. Upon any termination of the Terms by either you or us, you must promptly cease using the Services. Sections 4 through and including this Section 13 will continue to apply even after the Terms and the Services have been terminated or suspended.

14. General

These Terms, including the Privacy Policy and other policies incorporated herein, constitute the entire and only agreement between you and OppNet with respect to the subject matter of these Terms, and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms may not be changed, waived or modified except by OppNet as provided herein or otherwise by a written instrument signed by OppNet. Neither these Terms nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with OppNet’s prior written consent, and any attempted assignment, transfer, delegation or sublicense shall be null and void. OppNet may assign, transfer or delegate these Terms or any right or obligation or remedy hereunder in its sole discretion. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

15. Notice for California Users

Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Platforms of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact the California Department of Consumer Affairs at dca@dca.ca.gov.

16. Contact Us

If you have any questions regarding our Services, you can email us at online@opportunitynetwork.org.