Terms of Use - WBENC : WBENC

WBENC Web Site Terms of Use

1. Acceptance. Your use of this Web Site (the “Web Site”) and the programs and services (collectively, the “Services”) provided by the Women’s Business Enterprise National Council (“WBENC”) are subject to the terms and conditions of use set forth below (“Terms of Use”), which include the Privacy Policy set forth on this Web Site at www.wbenc.org and incorporated into these Terms of Use by reference. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEB SITE OR THE SERVICES. BY USING THIS WEB SITE OR THE SERVICES, YOU AGREE TO BE BOUND BY AND TO COMPLY WITH THESE TERMS OF USE. IF AN INDIVIDUAL IS USING THIS WEB SITE ON BEHALF OF A BUSINESS ENTITY, WHETHER AS AN EMPLOYEE, CONSULTANT OR AGENT OF SUCH BUSINESS ENTITY, BY DOING SO, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE LEGAL CAPACITY AND AUTHORITY TO BIND SUCH BUSINESS ENTITY TO THESE TERMS OF USE. “YOU” SHALL REFER BOTH TO THE INDIVIDUAL ACCESSING THIS WEB SITE ON BEHALF OF A BUSINESS ENTITY, IF ANY, AND ANY SUCH BUSINESS ENTITY ITSELF. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THIS WEB SITE OR THE SERVICES. WBENC MAY CHANGE THESE TERMS OF USE FROM TIME TO TIME WITHOUT NOTICE, AND SUCH CHANGES WILL BE EFFECTIVE ON THE DATE THEY ARE POSTED ON THIS WEB SITE. USE OF THIS WEB SITE AFTER SUCH CHANGES HAVE BEEN POSTED CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL SUCH CHANGES. YOU AGREE TO BE BOUND BY THESE TERMS OF USE AS THEY EXIST ON THIS WEB SITE AT THE TIME YOU USE THIS WEB SITE OR ANY SERVICES.

2. Use of this Web Site and the Services. You may use this Web Site and the Services only in accordance with the Terms of Use and any posted policies and procedures that appear on this Web Site, and only for lawful purposes. You agree not to use this Web Site to: (a) transmit any material that infringes or misappropriates any third party’s copyright, trademark, trade secret, patent, or other proprietary rights, (b) transmit any material that is false, inaccurate, fraudulent, or misleading, (c) distribute computer viruses, worms, or software intended to damage or alter a computer system without the owner’s consent, (d) use “auto-responders,” “cancel-bots,” or other similar mechanisms that generate excessive network traffic, (e) transmit any unlawful, harmful, defamatory, pornographic, obscene, vulgar, threatening, harassing or otherwise objectionable material, (f) send or relay any unsolicited advertising or chain letters, (g) exceed your permitted access or attempt to gain unauthorized access to this Web Site or any part thereof, or other accounts, computer systems or networks connected to this Web Site, through login password mining or any other means, (h) frame any portions of this Web Site within another web site or establish links from any other web site to any page of this Web Site other than the home page, or (i) resell the use of, or access to, this Web Site or the Services to any third party without WBENC’s prior written consent. WBENC reserves the right to terminate your access to this Web Site or Services at any time without notice if it determines, in its sole discretion that you have violated or failed to comply with any of these Terms of Use. In addition, and unless and to the extent otherwise stated in a separate written agreement between WBENC and you, WBENC may terminate, suspend or limit your use of this Web Site and the Services at any time, for any reason or no reason, and without any notice of any kind to you.

3. User ID, Password and Security. You are responsible for maintaining the confidentiality of any user ID and/or password provided to you by WBENC for use in connection with this Web Site or the Services. You are solely responsible for all activities that occur under or with the use of your user ID and/or password, and you agree to notify WBENC immediately of any actual or suspected loss, theft, unauthorized disclosure or unauthorized use of your user ID and/or password or any other actual or suspected breach of security related to this Web Site. WBENC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO SAFEGUARD YOUR USER ID AND/OR PASSWORD OR TO COMPLY WITH THIS SECTION.

4. Services. WBENC’s provision to you of the Services may be subject to other terms, conditions, and restrictions set forth on this Web Site or otherwise communicated in writing to you by WBENC, including via email.

5. Proprietary Rights. This Web Site, certain content herein, the Services and any underlying or related software or other intellectual property may be protected by copyright, trademark, patent, and/or other intellectual property and proprietary rights laws and are owned (along with all proprietary rights therein) by WBENC or licensors to WBENC. You agree that you will not copy, distribute, republish, display, post, transmit, download, or modify any content you obtain from this Web Site without WBENC’s prior written permission; provided, however, that you may download or print a copy of information from the Web Site for your use in learning about or using the Services.

6. Warranty Disclaimer. THIS WEB SITE, THE SERVICES, AND ANY INFORMATION PROVIDED THROUGH THIS WEB SITE ARE PROVIDED BY WBENC ON AN “AS IS” BASIS, AND NEITHER WBENC NOR ITS PARTNERS, AFFILIATES, VENDORS OR SUBCONTRACTORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEB SITE OR SERVICES OR THE INFORMATION MADE AVAILABLE BY OR THROUGH THIS WEB SITE OR THE SERVICES. IN ADDITION, WBENC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY AND NON-STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR CUSTOM OF TRADE. NEITHER WBENC NOR ANY OF ITS PARTNERS, AFFILIATES, VENDORS OR SUBCONTRACTORS WARRANTS THAT USE OF THIS WEB SITE WILL BE UNINTERRUPTED, AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEB SITE IS FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. Some jurisdictions may not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

7. Limitation of Liability. IN NO EVENT WILL WBENC OR ANY OF ITS PARTNERS, AFFILIATES, VENDORS OR SUBCONTRACTORS, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEB SITE, THE SERVICES, OR ANY WEBSITES LINKED TO THIS WEB SITE, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER WBENC KNEW OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WBENC’S AGGREGATE LIABLITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS WEB SITE OR THE SERVICES (REGARDLESS OF THE CAUSE OF ACTION, WHETHER UNDER CONTRACT, TORT, OR OTHER LEGAL THEORY) IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID BY THE USER TO WBENC FOR THE SPECIFIC SERVICE THAT IS THE SUBJECT OF THE DISPUTE OR (ii) $50. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF, AND SHALL APPLY REGARDLESS OF, ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. You acknowledge that WBENC has agreed to provide this Web Site and the Services in reliance on the exclusions of liability and disclaimers of warranty set forth herein. Some jurisdictions do not allow the limitation of incidental or consequential damages, so the above limitation may not apply to you.

8. Indemnification. You agree to indemnify and hold WBENC, its partners, affiliates, vendors, subcontractors, officers, employees, and agents harmless from any and all losses, liabilities, damages and/or costs (including reasonable attorneys’ fees) arising from any third-party claims arising from or related to your use of this Web Site or the Services or your violation of or failure to comply with these Terms of Use.

9. Communications with WBENC. Except as otherwise provided in the Privacy Policy regarding your personal information, any communication or material you transmit to WBENC by email or otherwise, including any data, questions, comments, suggestions or the like, is, and will be treated as, non-confidential and nonproprietary. Except to the extent expressly covered by the Privacy Policy, anything you transmit or post may be used by WBENC for any purpose, including but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, you expressly agree that WBENC is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to WBENC without compensation and for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products and services using such information.

10. Privacy. WBENC takes the privacy of your personal information very seriously. For further information about what information WBENC collects and how such information is used, please contact WBENC Customer Service at wbenccustsvc@wbenc.org.

11. Severability. If any part of these Terms of Use is held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use.

12. Waiver; Remedies. The failure of WBENC to partially or fully exercise any rights, or the waiver by WBENC of any breach of these Terms of Use by you, shall not prevent a subsequent exercise of such right by WBENC or be deemed a waiver by WBENC of any subsequent breach by you of the same or any other provision of these Terms of Use. The rights and remedies of WBENC under these Terms of Use and any other applicable agreement between you and WBENC shall be cumulative, and the exercise of any such right or remedy shall not limit WBENC’s right to exercise any other right or remedy.

13. International Access. This Web Site and the Services are provided from the United States of America and all servers that make this Web Site available are located in the U.S.A. The laws of other countries may differ regarding the access and use of this Web Site and the Services. WBENC makes no representations regarding the legality of this Web Site and the Services in any other country, and it is your responsibility to ensure that your use of this Web Site and the Services complies with all applicable laws.

14. Arbitration. Any and all disputes pursuant to these Terms of Use, or otherwise between you and WBENC, shall be submitted to binding arbitration in the District of Columbia in accordance with the commercial rules of the American Arbitration Association (“AAA”) then in effect. The arbitration panel shall consist of one (1) neutral arbitrator if the amount in controversy is less than $25,000, otherwise the panel shall consist of three (3) neutral arbitrators, each an attorney with at least five (5) years of experience in the primary area of law as to which the dispute relates. The costs of the arbitration shall be shared equally by you and WBENC, provided that the arbitrator may award attorneys costs and expenses to the prevailing party in an arbitration. You agree that any actions or disputes between you and WBENC shall be arbitrated or adjudicated between you and WBENC only and shall not be combined with any other actions or disputes of other parties. Notwithstanding the foregoing, this arbitration clause shall not in any way be deemed to limit WBENC’s right to commence an action in an appropriate court (and without submitting to arbitration) to protect its intellectual property rights or enjoin prohibited use of this Web Site or the Services.

15. Governing Law. The laws of the District of Columbia shall govern these Terms of Use. Subject to the arbitration provision above, YOU HEREBY EXPRESSLY CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE COURTS LOCATED IN THE DISTRICT OF COLUMBIA FOR ALL MATTERS ARISING IN CONNECTION WITH THESE TERMS OF USE OR YOUR ACCESS OR USE OF THIS WEB SITE OR THE SERVICES.

16. Entire Agreement. These Terms of Use and the other policies and terms set forth on this Web Site set forth the entire agreement between you and WBENC on this subject matter and supersede all other negotiations, understandings, statements and agreements between you and WBENC.

17. Questions. Should you have any questions regarding these Terms of Use, you may contact WBENC at support@wbenc.org. Notwithstanding the foregoing, WBENC is under no obligation to provide end-user technical support for this Web Site or the Services.

Women’s Business Enterprise National Council
1120 Connecticut Avenue NW – Suite 1000
Washington, DC 20036

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