WomanSpeak Circle Members Terms & Conditions Agreement
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK CHECK THE “I ACCEPT” BOX AND CLICK THE ASSOCIATED BUTTON OR BY ACCESSING OR USING WOMANSPEAK SERVICES COVERED BY THIS AGREEMENT (the “Effective Date”). BY SELECTING the “I ACCEPT” CHECK BOX AND CLICKING ON THE ASSOCIATED BUTTON OR BY ACCESSING OR USING THE WOMANSPEAK SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” CHECK BOX (OR DO NOT SELECT THE “I ACCEPT” CHECKBOX) AND ASSOCIATED BUTTON. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE WOMANSPEAK SERVICES.
Pursuant to your enrollment as a Member/Participant of a WomanSpeak Circle with your WomanSpeak Circle LeaderTM (“Circle Leader”), you (“Member/Participant”) are entitled to enter into this agreement and be a Member/Participant of a WomanSpeak Circle, with WomanSpeak, Inc. (“WomanSpeak” or “we/us”), pursuant to the terms and conditions within this Agreement (“Agreement”) and granted access and use of the materials and programs (“Materials” and“Programs”) as specified in this agreement:
This Agreement grants an individual Member/Participant a non exclusive, non-sublicensable, license (the “License”) to the Programs and Materials as defined herein, in exchange for the satisfaction of Member/Participant’s terms of agreement herein. The license is limited to personal use within the WomanSpeak Circle you have chosen to participate in. This Program may change over time, and each change of the Program is subject to the same terms and conditions contained herein, unless specifically amended in a subsequent written agreement.
The License granted herein is a single seat License, i.e. it is not a multiple person License and only provides one log-in and the use of the provided Materials by the person who is the party to this Agreement and granted that log-in.
Membership Term and Fees.
You agree to pay the non-refundable “Materials Fee” of $75 or if your Circle Leader has promised to pay that Materials Fee for you, you agree to take on the responsibility to ensure that your WomanSpeak Circle Leader completes the payment of the Materials Fee. Your access to the Materials will be made available to you only after you have entered into this Agreement and your Materials Fee has been paid by either you or your Circle Leader.
Your membership and access to the Program and Materials will last as long as you are a Member/Participant of a Circle Leader’s Circle. As soon as your membership with your Circle ends, this Agreement and any benefits, licenses, or considerations granted to you
under this Agreement will terminate. Please note that some benefits, licenses, or considerations made under this Agreement to you may have a separate termination timeline, which may be shorter, but is never longer than the term of this Agreement.
In consideration for the appropriate upfront non refundable Materials Fee, as specified above, and entering into this Agreement and pursuant to the terms and conditions of this Agreement, WomanSpeak will provide you digital access to the following Programs and Materials:
- WomanSpeak Members Manual
- WomanSpeak Course Curriculum
Right of Termination.
We are committed to providing all Program participants with a positive Program experience. By enrolling and paying the Materials Fee (or having the Materials Fee paid for on your behalf by a Circle Leader), you agree that WomanSpeak may, at its sole discretion, terminate this Agreement, and limit, suspend, or terminate your participation in the Program, access to the Materials, or use of the Materials without refund if you fail to follow the Program guidelines, become disruptive or difficult to work with, impair the participation of Program instructors or participants in the Program, or violate any of the terms or conditions of this Agreement.
There are no refunds. WomanSpeak will not offer any refund upon termination of this Agreement.
License to Intellectual Property.
As stated, in “License” Section, as a Member/Participant, you will be granted a non-exclusive, non-transferable, non-sublicensable License to the Program and Materials for your personal use only in your participation in the Program offered to you by a Circle Leader. You are not granted a License for any commercial use of the licensed Program or Materials. You will not, directly or indirectly: misuse, distribute, reverse engineer, create derivative works of, or otherwise attempt to make commercial use of WomanSpeak copyrighted and licensed materials. Nothing in this Agreement provides or implies a License to WomanSpeak trademarked and copyrighted terms and materials. You shall not “share” the Program or any of the associated materials with anyone, including, but not limited to business partners, family members, or friends. WomanSpeak loves referrals though, so if you would like
to share with others, just ask!
You represent, covenant, and warrant that you will comply with all licensing regulations or other state and federal regulations or regulations of your national or local jurisdiction, when and if implementing practices learned from WomanSpeak materials.
Member/Participant shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Program and Materials. You are also responsible for maintaining the security of the account and passwords.
Restrictions and Copyright.
Member/Participant hereby acknowledges that the ownership of the Programs and Materials, including the intellectual property and content of the Programs and Materials, is the property of WomanSpeak or its affiliates, and at no time does the copyright, trademarks or other intellectual property transfer to you.
The License is revocable at the will of WomanSpeak, at which time you must immediately discontinue use of all Licensed material as listed above.
By accepting this Agreement, you agree:
(1) not to rent, loan, resell, distribute or otherwise assign or transfer any work or derivative work based on materials in the program or materials, WomanSpeak’s copyright, patent, trademark, trade secret or other intellectual property rights;
(2) that any Confidential Information shared by Program participants or any representative of WomanSpeak is confidential and proprietary, and belongs solely and exclusively to the participant who discloses it or WomanSpeak, unless otherwise explicitly noted;
(3) not to disclose such information to any other person or use it in any manner other than in discussion with other Program participants;
4) that all materials and information provided to you by WomanSpeak are its confidential and proprietary intellectual property, belong solely and exclusively to WomanSpeak and may only be used by you as authorized by WomanSpeak, and
(5) the reproduction, distribution and sale of these materials by anyone but WomanSpeak is strictly prohibited.
(6) the License does not include a License to teach or share these resources, and if we determine that you are doing so, we will terminate the License, seek injunctive relief and damages.
Further, by accepting this Agreement, Member/Participant agrees that if he or she violates, or displays any likelihood or violating, any of the agreements contained in this paragraph, WomanSpeak and/or other Program participant(s) will be entitled to injunctive relief to prohibit any such violations to protect against the harm of such violations and damages.
Release of rights to photographic likeness.
You grant permission to and authorize WomanSpeak, its Circle Leaders, agents and employees (“WomanSpeak agents”) the irrevocable and unrestricted right to use, edit, alter, publish, and reproduce photographs and/or video taken of Member/Participant in connection with Member/Participant’s participation under this Agreement or to use your name, voice, signature, photograph, image, or likeness (“Likeness”) in any manner, for the purpose of publication, promotion, marketing, illustration, advertising, solicitation, publicity, or trade (collectively “Marketing”), in any manner or medium, whether in connection with or on products, merchandise, goods, in electronic, digital or print form, or on a website or other media. Photographs mean any photograph or copy, still or moving, or any videotape or live transmission of any person. You hereby release WomanSpeak agents from any and all claims, damages, and liability relating to the use of such Likeness or by reason of this authorization. Further, you grant permission to use any statements you give during any speech or interview, with or without your name, for the purpose of Marketing, without restriction. You hereby waive any right to compensation for such use. You represent that you are not a minor.
Limitation on Liability; No Guarantees.
WomanSpeak has made every effort to accurately represent the Program and Materials. The testimonials and examples used are not intended to represent or guarantee that anyone will achieve the same or similar results. Typical results are described in our literature and web sites where testimonials or examples are provided.
Each individual’s success depends on many factors, including his or her background, dedication, desire, and motivation. By accepting this Agreement, you acknowledge that as with any endeavor, there is an inherent risk of loss of funds and no guarantee of results or that you will reach your goals from use of the Program or Materials.
Each of the parties to this Agreement shall indemnify the other against any cost or expense or similar items incurred by the other party as a result of any claim by a third party that the execution of this Agreement, or the terms thereof, violate any other agreements to which the indemnifying party is subject.
You agree to not publicly or privately make any disparaging, negative or critical comments about the Program, WomanSpeak’s business, or its principals, agents, or Circle Leaders or to communicate with any other individual, company or entity in a way that disparages the Program or harms WomanSpeak, principals, agents, or Circle Leader’s reputations in any way, including on social media.
This Agreement will be governed by and construed in accordance with the laws of the State of Arizona without reference to its conflict of laws principles.
This Agreement constitutes the entire Agreement between the parties and supersedes any other understandings.
If a dispute, controversy, or claim arising out of or relating to thisAgreement or the alleged breach thereof, and if the dispute cannot be settled through negotiations within 30 days, the parties agree to endeavor first to settle the dispute by mediation before resorting to arbitration. The parties will select a mediator by their mutual agreement, within 30 days. The mediator must have a place of business within Yavapai County, Arizona. If there can be no such agreement, each party will submit a list of five mediator choices to the other, rank ordered by preference and each having a place of business within Yavapai County, Arizona. The mediator will then be selected based on a further discussion, unless an individual is on both lists and then that person would have preference. If the process does not result in the selection of the mediator, then the parties agree to let WomanSpeak select the mediator.
If the Mediation does not resolve the dispute within 60 days of the first mediation session or when the mediator declares an impasse, the parties agree that the dispute shall be resolved by final and binding arbitration in accordance with the Commercial Rules of the American Arbitration Association (AAA) before a single Arbitrator. The Arbitrator will be neutral. The arbitration will be held within Yavapai County, Arizona. The arbitrator may award the prevailing party costs and/or attorneys’ fees for the Arbitration, however, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. Any State’s law invalidating this paragraph shall not affect the validity of the first paragraph herein. The parties understand that arbitration is final and binding and that they are waiving their rights to other resolution processes (such as court action or administrative proceeding).
Should any provision of this Agreement be or become invalid, void, illegal, or unenforceable, such provision shall be considered separate and severable from the Agreement and the remaining provisions shall remain in full force and be binding upon the parties as though such invalid, void, illegal, and unenforceable provision had not been included.
In the event that any cause beyond the reasonable control of either you or WomanSpeak, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either party to perform its obligations under this Agreement, the affected party’s performance shall be extended without liability for the
period of delay or inability to perform due to such occurrence.
Enforcement of Rights.
WomanSpeak shall be the exclusive owner of all right, title, interest in and to all the materials licensed to you. You agree to pay WomanSpeak all reasonable collection and attorneys’ fees incurred by WomanSpeak, whether incurred prior to or after the
commencement of formal legal action. You agree to pay a return check fee of $25 and interest at a rate of one and one half percent (1½%) per month on amounts aged beyond thirty (30) days.
In the event this Agreement is not entered into by you (i.e., SOMEONE ELSE HAS CHECKED THE “I AGREE” CHECKBOX AND CLICKED THE ASSOCIATED BUTTON), and the Materials Fee has been paid to WomanSpeak, or you have accessed the Program or Materials, then this Agreement shall be deemed accepted by you, and WomanSpeak shall act accordingly by giving access to the Program and Materials in reliance on this Agreement.
Authorization of Charges.
By enrolling in the program, you acknowledge that you have read, agree to and accept all of the terms and conditions contained in this Agreement. WomanSpeak may amend this Agreement at any time by sending you a revised version at the address provided on record by you.