Terms of Use
Last Updated July 2025
The Site is designed to provide the public with information regarding the ProgenyHealth Charitable Fund, and to help donors and their financial advisors make decisions about making contributions. PLEASE READ THESE TERMS OF USE (THE “TERMS”) CAREFULLY BEFORE USING THIS SITE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THIS SITE.
1. AGREEMENT TO TERMS OF USE
These Terms apply to your use of the website or application operated by the ProgenyHealth Charitable Fund (“PHCF,” “we,” “us,” or “our”) where these Terms are posted, including www.progenyhealthcharitablefund.org (“Site”), and any information or documentation that PHCF makes available to you (the “Documentation”) (collectively, the Site and Documentation is referred to as the “Services”). Any reference to “you” “your” or “user” refers to the individual using or accessing the Site pursuant to the Terms, and to the extent applicable, the words “you,” “your,” or “user” also refer to the legal entity on whose behalf the Site is being used or accessed. If you are using or accessing the Site on behalf of a company or other legal entity, you represent and warrant that you have the authority to agree to these Terms on behalf of that legal entity.
2. PROPRIETARY RIGHTS
2.1 Ownership
All patent, copyright, trademark, trade secret, ownership, license, intellectual property, and other rights and interests in the Services (including any reports, scripts, images, photographs, text, and objects incorporated into the Site or Licensed Materials) shall remain solely with PHCF, including its licensors. As between PHCF and you, PHCF or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services. The Services, and any part thereof, are not being sold to you. No title to or ownership of any proprietary rights related to the Services is transferred to you or any user under these Terms. All rights not explicitly granted to you are reserved by us.
2.2 Feedback
PHCF is free to use any comments, suggestions, recommendations, and other feedback, including without limitation, with respect to modifications, enhancements and improvements, (“Feedback”) you provide with respect to the Services for any purpose, without obligation. By submitting Feedback to us, you agree that you have the right to provide Feedback to us and that you hereby agree to grant PHCF an irrevocable, worldwide, perpetual, royalty-free license to use the Feedback for any purpose, including without limitation, to incorporate any such Feedback into the Services that PHCF generally provides. 2
3. MODIFICATION OF THE SERVICES
We reserve the right to make changes, updates, or modifications to the Services at any time for any reason without notice to you.
4. MODIFICATION OF THE TERMS
We reserve the right, at our sole discretion, to change, modify, and/or add to the Terms, in whole or in part, at any time. Such changes will be effective when posted on the Site or on the effective date specified in such updated Terms. You agree to review the Terms periodically to ensure you are aware of any changes to the terms and conditions that apply to you. We may notify you of material changes to the Terms by sending a notice to the email address associated with your account, posting a notice on the site, or by other methods that we may communicate to you. Your use of and access to the Services or any part thereof after any changes become effective will be considered your acceptance of those changes and will constitute your agreement to be bound thereby. If you object to any such changes, you may not continue to use or access the Services and any part thereof and your sole recourse will be to stop using the Services.
5. PRIVACY AND SECURITY
For you to access and use the Services, we will collect certain information about you. Your use of and access to the Services is subject to our Privacy Policy, which can be accessed on www.progenyhealthcharitablefund.org.
6. OUR RIGHTS TO SUSPEND OR TERMINATE YOUR USE OF THE SERVICES
We may suspend or terminate your account or the Services, including any portion thereof at any time and without notice to you. For example, we may suspend or terminate your access to or use of the Services for the actual or suspected violation of these Terms. If, in our determination, the suspension might be indefinite or we have elected to terminate your access to the Services, we may use reasonable efforts to notify you.
7. YOUR CONDUCT AND RESPONSIBILITIES
7.1 Prohibited Conduct
You agree that you will not, and will not encourage or assist any third party, do any of the following:
7.1.1 engage in activity that harms or disrupts the operation or performance of the Services or cause harm to others;
7.1.2 misrepresent your identity, impersonate any person or attempt to gain access to or illegally track any account, user, Device, system or network related to the Services; 3
7.1.3 use the Services in any manner not permitted by us;
7.1.4 use the Services for any illegal purpose;
7.1.5 use the Services to publish, post, share, copy, store, backup or distribute material protected by intellectual property rights of a third party unless you own or have necessary rights to such material;
7.1.6 use the Services to publish, post, share, copy, store, backup or distribute material that contains viruses, Trojan horses, worms, corrupted files or any other similar software that may damage the operation of the Services or another person’s device or property;
7.1.7 engage in online activities that would encourage other parties to cause damage to the Services;
7.1.8 violate, circumvent or attempt to violate or circumvent any security measures employed by us; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of our servers, system or network or attempt to breach our data security or authentication procedures; attempt to interfere with the Services by any means including, without limitation, hacking our servers or systems, submitting a virus, overloading, mail-bombing or crashing;
7.1.9 directly or indirectly reverse engineer, decompile, disassemble, modify, reproduce or create derivative works of the Services;
7.1.10 alter or modify any disabling mechanism which may be included in Services;
7.1.11 collect or attempt to collect personal data, or any other kind of information about other users, including through spidering or scraping;
7.1.12 remove or alter any proprietary notices (e.g., copyright, trademark notices, legends, etc.) from the Services.
8. DISCLAIMERS
THE SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE: (a) MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (b) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; AND (c) DO NOT 4
WARRANT THAT THE SERVICES OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, BE TIMELY OR SECURE, OR THAT SERVICES WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE SERVICES OR SITE.
Some jurisdictions do not allow limitations of implied warranties, so certain limitations stated above may not apply to you. In that event, those warranties are limited to the minimum warranty period permitted by applicable law.
Your interactions with companies, organizations and/or individuals found on or through our Sites, including any purchases, transactions, or other dealings, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such companies, organizations and/or individuals. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You also agree that, if there is a dispute between users of the Sites, or between a user and any third party, we are under no obligation to become involved, and you agree to release us from any claims, demands and damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such dispute and/or our Sites.
9. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL PHCF BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITES, INCLUDING ITS MATERIALS, PRODUCTS, OR SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH THE SITES, EVEN IF PHCF IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, PHCF’S LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) IF YOU ARE DISSATISFIED WITH THE SITES, OR ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITES, OR WITH ANY OF THE SITES’ TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES.
10. INDEMNIFICATION
You agree to indemnify and hold harmless PHCF and its directors, officers, managers, employees, shareholders, agents, representatives and licensors, from and against any and all losses, expenses, damages and costs, including reasonable attorneys’ fees, that arise out of your use of the Sites, violation of these Terms of Use by you or any other person using your account, or your violation of any rights of another. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you agree to provide us with such cooperation as is reasonably requested by us. 5
11. ELECTRONIC COMMUNICATIONS AND NOTICES
From time to time, we may need to get in touch with you regarding the Terms, the Services and/or other matters related to your Account. We may provide information to you by email using the email address you provided to us when you opened your Account. You consent to receive communications from us electronically. If you do not agree to receive notices regarding the Services by email, you must not use the Services. Notices emailed to you will be deemed received by you when the email is sent by us. We do not accept any liability or responsibility for emails or other electronic communications that are filtered, intercepted, lost, or not received.
You agree that all disclosures, notices, agreements, and other communications you receive from us electronically satisfy any legal requirement for such communications to be in writing. You may be required to have certain hardware and software to access and retain such communications, which is your sole responsibility.
You may provide legal notices to us at the following email address:
ProgenyHealth Charitable Fund
- info@progenyhealthcharitablefund.org
- Phone: (484) 272-9915
12. COMPLIANCE WITH LAW
You agree to comply with all applicable local, state, national and foreign laws, rules and regulations in connection with your access to or use of the Services.
13. SEVERABILITY
If any provision of these terms of use is held invalid or unenforceable in whole or in part in any jurisdiction, that provision shall be ineffective in that jurisdiction without affecting the validity or enforceability of the remaining provisions of these terms of use.
14. GOVERNING LAW
These terms shall be construed and enforced in accordance with the laws of Pennsylvania, United States of America, without regard to any choice of law or conflict of laws principles, regardless of where you live. You further agree that United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to the Terms.
15. ARBITRATION
All disputes, controversies or claims arising out of or in connection with or relating to this Agreement, or the formation, interpretation, breach, termination or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be determined 6
by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The place of arbitration shall be Pennsylvania. There will be three arbitrators and the arbitration will be conducted in English. The arbitrators will issue a reasoned written award, and the award rendered will be final and may be entered in any court having jurisdiction over the dispute. The arbitrators may award injunctive relief only to the extent necessary to provide relief warranted by a party’s individual claim. No arbitrator will have the authority to award any relief or remedy in excess of, or contrary to what is provided in this Agreement. Notwithstanding the above, neither party is precluded from seeking interim injunctive or other equitable relief in any court with competent jurisdiction, and neither party shall be held to have waived the right to enforce this arbitration clause by filing a lawsuit to obtain any injunctive or other equitable relief for the purpose of protecting the rights and property of such party. 7
16. GENERAL
16.1 Severability. If any provision of the Terms shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.
16.2 Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
16.3 Force Majeure. We will not be liable to you for any delay, interruption or other failure to perform under these Terms due to acts beyond our reasonable control, including, without limitation, natural disasters, wars, riots, terrorist activities, Internet service providers and other third parties, explosions and fires, strikes and labor disputes, governmental decrees, pandemics, and other acts beyond our reasonable control.
16.4 Assignment. We may assign or transfer these Terms or our rights and obligations under these Terms, in whole or in part, to any third party at any time without notice. You may not assign or transfer these Terms or any of your rights and obligations, in whole or in part, without our prior written consent, and any attempt by you to do so will be invalid and void.
16.5 Independent Contractors; Third Party Beneficiaries. You and we are independent contractors, and nothing in these Terms creates a partnership, employment relationship or agency. There are no third-party beneficiaries of these Terms.
16.6 Entire Agreement. These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof.
16.7 Rules of Construction. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms.
16.8 Survival. The following provisions shall remain in full force and effect notwithstanding any termination of your use of the Services: Sections 2 through 7, and 9 through 16.