Upside Down Organization

AGREEMENT BETWEEN USER AND The Children's Guild, Inc. (the “Guild”)

The Guild’s Web Site is comprised of various Web pages operated by the Guild, including those operated for the Upside Down Organization and tranzed.org.

The Guild Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Guild Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

The Guild reserves the right to change the terms, conditions, and notices under which the Guild Web Site is offered, including but not limited to the charges associated with the use of the Guild Web Site.

LINKS TO THIRD PARTY SITES

The Guild Web Site may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of the Guild and the Guild is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. The Guild is not responsible for webcasting or any other form of transmission received from any Linked Site. The Guild is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Guild of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Guild Web Site, you warrant to the Guild that you will not use the Guild Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Guild Web Site in any manner which could damage, disable, over-burden, or impair the Guild Web Site or interfere with any other party's use and enjoyment of the Guild Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Guild Web Sites.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE GUILD WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE IN-FORMATION HEREIN. THE GUILD AND/OR ITS SUPPLIERS MAY MAKE IMPROVE-MENTS AND/OR CHANGES IN THE The Guild WEB SITE AT ANY TIME. ADVICE RE-CEIVED VIA THE GUILD WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS, AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

THE GUILD AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE GUILD WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE GUILD AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE GUILD AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDI-RECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE GUILD WEB SITE, WITH THE DELAY OR INABILITY TO USE THE GUILD WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE GUILD WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE GUILD WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE GUILD OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE GUILD WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE GUILD WEB SITE.

SERVICE CONTACT : webmaster@childrensguild.org

TERMINATION/ACCESS RESTRICTION

The Guild reserves the right, in its sole discretion, to terminate your access to the Guild Web Site and the related services or any portion thereof at any time, without notice.

GENERAL

To the maximum extent permitted by law, this agreement is governed by the laws of the State of Maryland, U.S.A., without regard to the conflicts of law rules thereof, and you here-by consent to the exclusive jurisdiction and venue of courts in Baltimore City, Maryland, U.S.A. in all disputes arising out of or relating to the use of the Guild Web Site. Use of the Guild Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Guild as a result of this agreement or use of the Guild Web Site. The Guild's performance of this agreement is sub-ject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Guild's right to comply with governmental, court and law enforcement requests or re-quirements relating to your use of the Guild Web Site or information provided to or gathered by the Guild with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and the Guild with respect to the Guild Web Site and it supersedes all prior or contemporaneous communica-tions and proposals, whether electronic, oral or written, between the user and the Guild with re-spect to the Guild Web Site. A printed version of this agreement and of any notice given he-reunder in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Copyright Agent designated below. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PRO-CEDURE WILL RECEIVE NO RESPONSE.

The Guild respects the intellectual property rights of others and requests that web site users do the same. Anyone who believes that their work has been infringed under copyright law may pro-vide a notice to the Copyright Agent for the web site designated below containing the following:
• An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit the Foundation to locate the material;
• The address, telephone number, and, if available, an e-mail address at which the com-plaining party may be contacted;
• A representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A representation that the information in the notice is accurate, and under penalty of per-jury, that the complaining party is authorized to act on behalf of the owner of an exclu-sive right that is allegedly infringed.
Copyright infringement claims and notices should be sent to the following Copyright Agent:

Andrew Ross
The Children’s Guild, Inc.
6802 McClean Boulevard
Baltimore, MD 21234-7260