This Women Impact Tech User Agreement (“Agreement”) is made between You (either an individual or an entity, referred to herein as “You”) and Andiamo Consulting, LLC, on behalf of itself and its affiliates (collectively, “Andiamo”, “W.I.T.”, “We,” or “Us), and governs Your access to and use of this website, as well as all other websites or materials owned, operated, licensed, or controlled by Andiamo (“Websites”), and Your use of the services provided therein or in connection with such use or access (“Services”).
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS OR PRIVACY PART OF THIS AGREEMENT. BY USING THE WEBSITES OR SERVICES, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE WEBSITES OR SERVICES. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE THAT YOU AGREE TO ITS TERMS AND CONDITIONS (“EFFECTIVE DATE”).
THESE TERMS AND CONDITIONS MAY BE UPDATED AT ANY TIME IN W.I.T.’S SOLE DISCRETION. YOUR CONTINUED USE OF THE APPLCIATIONS OR SEVICES AFTER SUCH CHANGES SHALL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES
IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL OR CONTENT OR ACCESS OUR WEBSITES, AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH W.I.T., OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL OR CONTENT OR USING OUR SERVICES UNDER APPLICABLE LAW.
By using Our Websites, utilizing and Services, acting as a Prospective Employer or a Sponsor Company, or attending and Event (collectively, “W.I.T. Engagements”), You hereby warrant and represent that You are at least 18 years of age. If You are not 18, You must have the permission of an adult parent or guardian to access or use any W.I.T. Engagement who can legally agree to this Agreement on Your behalf and who will be responsible for Your use of any W.I.T. Engagement.
Further, by accessing or using any W.I.T. Engagement, You consent to receive electronic communications from W.I.T. These electronic communications may be notices about applicable fees and charges, transactional or other information concerning or related to your use any W.I.T. Engagement, or for promotional purposes.
You will not or attempt to:
The Fees for each Service, educational material, or any other service or item sold by W.I.T. are listed on the Websites or in other written documents You will have access to prior to making any payments. The prices listed are subject to change at any time. Certain Services may require entering into additional written agreements with W.I.T..
Job Postings: I.T. does not offer refunds Fees paid for Job Postings. Cancellations of any recurring Fees must be done on thirty (30) days’ notice and will only be effective the first day of the month following the notice period.
You hereby authorize W.I.T. to utilize the information required by Our third-party payment processor to debit and credit Your account in any manner consistent with this Agreement.
The W.I.T. database is a collection of information related to attendees of Events only sold and/or proved to Company Sponsors.
Attendees: If You attend any Event, You hereby agree to have certain personal information about you included in the W.I.T. database that includes, but is not limited to, Your resume, information about You compiled by W.I.T., and Your contact information.
Company Sponsors: Company Sponsors may pay to have access to the W.I.T. database with regards to Event the Company Sponsor is participating in. Such access shall be granted prior to the event as agreed to by W.I.T. so that Company Sponsor may evaluate the attendees and contact them for marketing and engagement purposes.
You hereby authorize W.I.T. to communicate with you via the Websites, text message, phone, and/or email. You also authorize the Application to send you alerts on Your mobile device. Additionally, to the extent Your information is included in the W.I.T. Database, You hereby authorize W.I.T. and/or a Sponsor Company to use Your information from the W.I.T. to communicate you for any purpose, including for marketing and promotional purposes.
The Licensed Materials are licensed, not sold, and W.I.T. retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that W.I.T., its licensors and its end users retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all Websites therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty (“IP Rights”). You agree not to do anything inconsistent with such ownership, including without limitation, challenging W.I.T.’s ownership of the W.I.T. Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the W.I.T. Marks during or after the termination of this Agreement, except as specifically authorized herein. If You acquire any rights in the W.I.T. Marks or any confusingly similar marks, by operation of law or otherwise, You will, at no expense to W.I.T., immediately assign such rights to W.I.T.
License to W.I.T. by Sponsor Company. Each Sponsor Company hereby grants W.I.T. an irrevocable license to display, post, or otherwise use the Sponsor Company’s trademarks, logos, trade names, or other similar intellectual property (“Sponsor Company IP”) for the purposes of promoting, advertising, marketing, or facilitating any Event for which the Sponsor Company is sponsoring. W.I.T. may use the Sponsor Company IP for any reasonably related purpose, but Sponsor Company retains all ownership, other rights, and title, in the Sponsor Company IP.
License to W.I.T. by Prospective Employer. Each Prospective Employer hereby grants W.I.T. an irrevocable license to display, post, or otherwise use the Prospective Employer’s trademarks, logos, trade names, or other similar intellectual property (“Prospective Employer IP”) for the purposes of promoting, advertising, marketing, or facilitating any Job Posting the Prospective Employer engages W.I.T. to manage. W.I.T. may use the Prospective Employer IP for any reasonably related purpose, but Prospective Employer retains all ownership, other rights, and title, in the Prospective Employer IP.
You may provide W.I.T. with comments concerning the Licensed Material, Services, or any other item contemplated by this Agreement, or Your evaluation and use thereof (collectively, “Feedback”). You hereby grant WIT all rights, title and ownership of such Feedback (including all intellectual property rights therein), and W.I.T. may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to You. Such feedback shall be treated as both non-confidential and non-proprietary and your provision of Feedback shall impose no obligation on the Company.
User Protection.You will not knowingly: 1) allow or assist any government entities, law enforcement, or other organizations to conduct surveillance on Licensed Materials or other Company property or Content or any other information that would require a subpoena, court order, or other valid legal process, or that would otherwise have the potential to be inconsistent with users’ reasonable expectations of privacy; and 2) display, distribute or otherwise make available Content to any person or entity that You reasonably believe will use such data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19.
Updates. You acknowledge and understand that the Websites will need to be updated from time to time and that Your failure to permit any updates could prevent the Websites from functioning. You further acknowledge that this Agreement applies to any updated Websites.
Government Use. The Licensed Materials and other Company property are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Licensed Materials or other Company property by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If You use the Licensed Materials or other Company property in Your official capacity as an employee or representative of a U.S., state or local government entity and You are legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law. For the purpose of this provision, contractor/manufacturer is W.I.T.
Warranty Disclaimer. THE WEBSITES, EVENTS, AND LICENSED MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK TO THE QUALITY AND PERFORMANCE OF THE WEBSITES IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE WEBSITES OR LICENSED MATERIALS, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE FURTHER MAKE NO WARRANTY THAT THE WEBSITES OR LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THIS WEBSITE WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE WEBSITES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITES OR FROM W.I.T. SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES. FURTHER, W.I.T. DOES NOT SCREEN USERS OR LIMIT ANY USERS ACCESS TO ANY JOB POSTINGS. PROSPECTIVE EMPLOYERS UNDERTAND THAT APPLICANTS ARE NOT SCREENED AND ACCEPT ALL RISKS AND HOLD W.I.T. HARMLESS FROM ANY CLAIMS OR DAMAGES ARISING OUT OF ANY ACT OR OMISSION BY ANY INDIVIDUAL OR ENTITY WHO ACCESSES A JOB POSTING.
You shall defend W.I.T. against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold W.I.T. harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of Your use of the Licensed Materials, use of Services, or other use of the Content in any manner. In the event W.I.T. seeks indemnification or defense from You under this provision, W.I.T. will promptly notify You in writing of the claim(s) brought against W.I.T. for which it seeks indemnification or defense. W.I.T. reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any third-party agreement, which would, in any manner whatsoever, affect the rights of W.I.T., constitute an admission of fault by W.I.T. or bind W.I.T. in any manner, without the prior written consent of W.I.T.. In the event W.I.T. assumes control of the defense of such claim, W.I.T. shall not settle any such claim requiring payment from You without Your prior written approval.
Limitation of Liability. IN NO EVENT WILL W.I.T. BE LIABLE TO YOU OR ANY OTHER USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS FROM THIS WEBSITE OR RESULTING FROM YOUR USE OF SUCH MATERIALS OR OUR SERVICES. IN ANY CASE, W.I.T.’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID PURSUANT TO THIS AGREEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Force Majeure. Except as otherwise contemplated by this Agreement, no Party shall be liable for any delay or default in its performance of any obligation under this Agreement (other than a payment obligation) caused directly or indirectly by fire, flood, act of God, acts of government or government order, pandemic, an act or omission of civil or military authority of a state or nation, strike, lockout or other labor problem, inability to secure, delay in securing, or shortage of, labor, materials, supplies, transportation or energy, failures of suppliers, or by war, riot, embargo or civil disturbance, breakdown, or destruction of plant or equipment arising from any cause whatsoever beyond any Party’s reasonable control.
This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any attempted assignment in violation of this paragraph is null and void, and W.I.T. may terminate this Agreement. This Agreement does not create or imply any partnership, agency or joint venture. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of New York County, New York, USA, and You consent to personal jurisdiction in those courts. ANY PROCEEDINGS, INCLUDING ANY LITIGATION, BROUGHT TO RESOLVE ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AGAINST W.I.T. SHALL BE BROUGHT AND CONDUCTED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE THE RIGHT TO ASSERT OR PARTICIAPTE IN ANY CLAIMS AGAINST W.I.T. AS A REPRESENATIVE, MEMBER, OR OTHERWISE IN ANY CLASS OR REPRESENTATIVE ACTION AND NO INDIVIDUAL ACTIONS SHALL BE COMBINED OR CONSOLIDATED FOR ANY REASON. You further agree to reimburse W.I.T. for any costs and fees, including reasonable attorney’s fees, it expends in enforcing the terms of this agreement. Despite the foregoing, You agree that money damages would be an inadequate remedy for W.I.T. in the event of a breach or threatened breach of a provision of this Agreement protecting W.I.T.’s intellectual property or Confidential Information, and that in the event of such a breach or threat, W.I.T., in addition to any other remedies to which it is entitled, is entitled to such preliminary or injunctive relief (including an order prohibiting Company from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated. No waiver by W.I.T. of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by W.I.T.. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.