The Herbert R. & Jeanne C. Mayer Foundation Terms of Use

Effective Date: October 23, 2020

These Terms of Use (these “Terms”) constitute a legal agreement between you and the Herbert R. & Jeanne C. Mayer Foundation(“Mayer Foundation,” “us,” “our,” or “we”) in respect of your use of the website –www.themayerfoundation.org (the “Site”) and our grant program (the “Program”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITEOR APPLYING FOR A GRANT UNDER THE PROGRAM.IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SITEOR PARTICIPATE IN THE PROGRAM, AND YOU MUST PROMPTLY CEASE USING THEM.

You must be over 13 years old in order to use the Site. If you are under 16, you must read these Terms with your parent or guardian to make sure you and your parent or guardian understand and agree to these Terms. Your parent or guardian must agree to these Terms on your behalf.

1.YOUR ACCESS TO THE SITE

1.1.Internet Access. When using the Site on your mobile, laptop, desktop or other device (your “Device”), you acknowledge and agree that you are responsible for (i) maintaining Internet access for your Device through a Wi-Fi or LTE data communication network and (ii) any Internet connection and telecommunications fees and charges that you incur.

1.2.Your Device. The Mayer Foundation is not responsible for the operation of your Device. You are responsible for ensuring the system functions of your Device are in working order when accessing the Site, including, but not limited to screen display operation features of your Device.

1.3.No Guarantee. Access to the Site may be suspended temporarily and without notice (a) in the event of system failure, (b) for maintenance or repair, (c) where we reasonably suspect there has been a breach of these Terms, (d) for reasons reasonably beyond our control, or (e) as otherwise explained in these Terms.

2.PERMITTED USE AND RESTRICTIONS

2.1 License Grant. Subject to the terms and conditions of these Terms, the Mayer Foundation hereby grants you a limited, non-exclusive, private, non-transferrable, non-sublicensable, non-assignable license to access and use the Site (including updates and upgrades that replace or supplement it in any respect and which are not distributed with a separate license, and any documentation) and to participate in the Program, solely for your private use on a Device that you own or control. We reserve all other rights, which are not granted in these Terms.

2.2 Use Restrictions. You may not access or use the Site or participate in the Program, in any way that is not expressly permitted by these Terms. You may not: (a) cause, permit or authorize the modification, copy, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Site; (b) sell, assign, rent, lease, or grant rights in the Site, including, without limitation, through sublicense, to any other person or entity; or (c) use the Site or the Program for any unlawful, prohibited, abnormal or unusual activity as determined by the Mayer Foundation in its sole discretion.

2.3 Investigations. We may, but are not obligated to, monitor or review our Site at any time. If we become aware of any possible violations by you of these Terms, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to use the Site pursuant to Section 11 below.

2.4 Violation of these Terms. You must not use (or permit a third-party to use) the Site or the Program: (a) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by misrepresenting the applicant on an application, hacking into or inserting malicious code, including viruses, or harmful data, into the Site or any operating system used by the Site; (b) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; (c) to collect or harvest any information or data from the Site or our systems or attempt to decipher any transmissions to or from the servers running the Site; (d) via use of a robot, spider, or other automated device to monitor or copy the Site or any information provided by the Site; (e) to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms; or (f) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam).You acknowledge and agree that you are solely responsible, and the Mayer Foundation has no responsibility or liability to you or any other person or entity for, any breach by you of these Terms or for the consequences of any such breach.

3.SUBMISSIONS

Any feedback or suggestions you provide to us regarding the Site or the Program (“Submissions”), you acknowledge and agree that: (i) such Submissions will be considered non-confidential and non-proprietary; (ii) we have the right (subject to our Privacy Policy), without limit in time and without payment to you, to use, copy, distribute, adapt, and disclose it via the Site or otherwise to third-parties for any purpose, in any way, and in any media worldwide now known or later discovered, including, without limitation, the right to create derivative works, make improvements, perform (including through digital performance), and transmit (including through digital transmissions) such Submissions, and the right to transfer or sublicense such rights; (iii) we may have something similar to the Submissions already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us in connection with the Submissions under any circumstances.

4.PRIVACY

These Terms also incorporate the terms of our privacy policy (as updated from time-to-time), which is available atwww.themayerfoundation.org(the “Privacy Policy”). Our Privacy Policy explains how your personal information will be collected and used as well as other information regarding your privacy (such as how you can adjust your privacy settings). By agreeing to these Terms, you are also agreeing to the Privacy Policy and you consent to (a) the processing of your personal information as explained in the Privacy Policy and (b) the collection of information from your device as explained in the Privacy Policy.

By agreeing to these Terms, using the Site, or applying to the Program, you agree to receive communications from us, including via email, and calls. Communications from us may include responses to your inquiries or information regarding your application.

5.INTELLECTUAL PROPERTY RIGHTS

5.1 Trademarks. The Mayer Foundation name and logo are trademarks and service marks of the Mayer Foundation. You do not have the right to use any of our trademarks, service marks or logos, and your unauthorized use of any of these may be a violation of federal and state trademark laws.

5.2 Ownership. You acknowledge that all intellectual property rights in the Site and the Program, whether registered or unregistered, including but not limited to rights in graphics, logos, “look and feel,” trade dress, structure, organization, code, and all content in the Site and the Program and compilation thereof, anywhere in the world, belong to us or our licensors and are valuable trade secrets and confidential information of the Mayer Foundation, protected by intellectual property laws. You acknowledge and agree that the Mayer Foundation, and/or its licensors, owns all right, title and interest in and to the Site and the Program, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Site is protected by U.S. copyright laws. Further, you acknowledge that the Site or the Program may contain information that the Mayer Foundation has designated as confidential and you agree not to disclose such information without the Mayer Foundation’ prior written consent. Nothing posted on the Site or the Program grants a license to any the Mayer Foundation trademarks, copyrights, or other intellectual property rights, whether by implication, estoppel or otherwise. You should assume that everything you see or read on the Site or the Program is proprietary information protected by copyright or trademark unless otherwise noted and may not be used except with the written permission of the Mayer Foundation. When accessing the Site or participating in the Program, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Site or the Program is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property.

6.THIRD-PARTY SITES AND SERVICES

The Site may contain links to or allow you to share content directly with other third-party websites, or contain videos posted by our partners(“Third-Party Sites”). You acknowledge that we have no control over the Third-Party Sites and are not responsible for their contents and/or availability. We do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk.

These links are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such websites, the content, or other material contained in the Third-Party Sites and we have no association with their operators. Your use of the Third-Party Sites will be governed by their terms and conditions and privacy policies (if any) (“Third-Party Terms”). It is your responsibility to read and comply with Third-Party Terms.

7.NOTICE FOR CALIFORNIA RESIDENTS PURSUANT TO CA CIVIL CODE SECTION 1789.3

Under California Civil Code Section 1789.3, California users of an electronic commercial service receive the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.

8.INDEMNITY

You agree to indemnify and hold us and our affiliates, and their respective partners, licensees, licensors, officers, directors, employees and agents(the “Indemnified Parties”)harmless from and against any and all claims, demands, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and costs), arising out of or in connection with: (a) your use of the Site or the Program; (b) your breach or violation of any of these Terms; or (c) your violation of the rights of any third-party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as is reasonably requested by the Indemnified Parties.

9.WARRANTY DISCLAIMER

WE PROVIDE THESITE AND THE PROGRAM ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO GUARANTEE THAT THE SITE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SITE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SITE. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs, we accept no liability for them. We also make no promises or guarantees, whether express or implied, that the content included on the Site or the Program is accurate, complete or up-to-date.

To the maximum extent permitted by law, we exclude all conditions, warranties, representations and other terms, which may apply to the Site or the Program, whether express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of the rights of third-parties with respect to the Site or the Program and all information and content included on the Site and the Program.

No information or advice obtained through the Site or the Program, or affirmation by us, by words or actions, shall constitute a warranty. We only supply the Site and the Program for domestic and private use. You agree not to use the Site or the Program for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

10.LIMITATION OF LIABILITY

IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, ANY BREACH OF SECURITY OR ANY DAMAGE TO YOUR DEVICE, LOST DATA, PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SITE OR THE PROGRAM OR YOUR INABILITY TO ACCESS OR USE THE SITE OR THE PROGRAM) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SITE, THE PROGRAM, OR THESE TERMS, ARISING AND WHETHER FRAMED IN CONTRACT OR TORT, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF THE MAYER FOUNDATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Your sole remedy for dissatisfaction with the Site or the Program including, without limitation, content on the Site, is to stop using the Site and refrain from participating in the Program. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third-party or conduct of a third-party on the Site.

In the event the foregoing exclusion of liability is determined, in whole or in part, to be invalid or unenforceable, then the Indemnified Parties’ liability arising in connection with the Site, the Program, or under these Terms whether in contract, strict liability, tort (including negligence) or otherwise, shall not exceed, under any circumstances, One Hundred Dollars ($100). You agree that any claim or cause of action arising under these Terms or the performance or non-performance of the Site or the Program must be brought within one year after such claim or cause of action arises or be forever barred.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE MAYER FOUNDATION’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE MAYER FOUNDATION’S CHOICE OF LAW PROVISION SET FORTH BELOW.

11.TERMINATION

We may terminate these Terms and/or your permission to use the Site or the Program immediately, without prior notice or liability, if: (a) you commit any breach of these Terms;(b) we discontinue the Site or the Program; or (c) we are prevented from providing the Site or the Program for any reason.

Furthermore, we reserve the right to change, edit, suspend, delete and/or cancel any part of the Site or the Program and/or your access to the mat any time with or without notice to you: (i) if required by law, or (ii) due to an event beyond our control.

On termination of these Terms for any reason: (x) all rights granted to you under these Terms will cease immediately, (y) you must immediately cease all activities authorized by these Terms (including your use of the Site or participation in the Program), and (z) you acknowledge that we may restrict your access to the Site and the Program.Sections3-5and 8-14 will survive any termination or expiration of these Terms.

12.COMMUNICATION BETWEEN US

If you wish to contact us in writing, or if any condition in these Terms require you to give us notice in writing, you can send this to us by email or as otherwise indicated in the Contact Us section at the bottom of these Terms. If we have to contact you or give you notice in writing, we may do so by email or using any other contact details you provide to us.

13.GOVERNING LAW; JURISDICTION

These Terms are governed by California law, without regard to conflict of laws principles. You and the Mayer Foundation agree that the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to these Terms or your access to or use of the Siteor the Program and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, the Mayer Foundation shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

14.OTHER IMPORTANT TERMS

14.1 Assignment. The rights granted to you under these Terms may not be assigned without the Mayer Foundation’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.

14.2 Severability. If any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.

14.3 Attorneys’ Fees. The prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in any legal action relating to these Terms.

14.4 No Waiver. Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by the Mayer Foundation of any provision, condition or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.

14.5 Equitable Remedies. You acknowledge and agree that the Mayer Foundation would be irreparably damaged if the terms of these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.

14.6 Entire Agreement. These Terms, including the documents referenced in these Terms, constitutes the entire agreement between you and the Mayer Foundation with respect to the Site and the Program and supersedes any and all prior agreements between you and the Mayer Foundation relating to the Site or the Program.

14.7 Transfer. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or our obligations under these Terms.

15.YOUR PROMISES TO US

When applying for the Program, you represent and warrant that the application is about your organization, and you are authorized to submit an application on behalf of the organization. You also represent and warrant that you will complete the application honestly and with integrity, and will not engage in fraud, dishonesty, or any act of material misconduct.

16.CHANGES TO THESE TERMS

We reserve the right, at our sole discretion, to amend these Terms at any time. As applicable, we will notify you of material changes to these Terms when you next access the Site (we may also email you about any material changes to these Terms). We want you to be informed of important changes to our Terms, but some changes are not that important — we don't want to bother you every time we fix a typo. So, while we may modify these Terms at any time, we will notify you of any changes that affect your rights. We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Site or the Program (or any part of it) with or without notice.

17.CONTACT US

If you have any questions or comments relating to the Site, the Program or these Terms, please contact us at:

The Herbert R. & Jeanne C. Mayer Foundation 30101 Agoura Court, Suite 112 Agoura Hills, CA 91301 sarahkalter@themayerfoundation.org