Terms of Service

Except as set forth in the following paragraph, by clicking the "I accept" button displayed as part of the registration process, you agree to the following terms and conditions (the "Agreement") governing your use of EmpowHer's online Health Events service (the "Service") as customized by you below. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, or if you do not agree with each and every term and condition set forth below, you must select the "I decline" button and may not use the service.

Welcome

Your registration for, or use of, the Service shall be deemed to be your agreement to abide by, including any materials available on the EmpowHer web site incorporated by reference herein, including but not limited to EmpowHer’s privacy and security policies. For reference, a Definitions section is included at the end of this agreement.

Section A – Commitments of the Parties

1. Service Choices

You may select all or any of the following options to customize your use of EmpowHer's web site. Please click on the boxes next to the services for which you wish to subscribe:

Your total fees as determined in accordance with this Section 1 are referred to in this agreement as your "Subscription Fees."

2. Content

You will select and provide to EmpowHer any material including data, logos, brands and other content (the "Content") you wish to have included in Health Events, as applicable. EmpowHer may aggregate any of your Content with the content of its other customers, and EmpowHer may "tag" your Content to make it searchable within EmpowHer’s web site.

3. Co-marketing

You agree to promote EmpowHer to your customers, members and/or employees and to permit EmpowHer to promote its relationship with you. You agree to fulfill your co-marketing commitment by (i) e-mailing your customers, members and/or employees at least three times within the first ninety days of your relationship with EmpowHer and (ii) placing the EmpowHer logo and web site link (www.EmpowHer.com) on any newsletters, magazines, online publications, other publications, event flyers or any other materials that relate to the events you list on Health Events.

EmpowHer hereby grants you a non-exclusive, non-transferable, worldwide right to use the EmpowHer name, logo and web site address in your co-marketing materials distributed in accordance with this Section A(3).

4. License Grant

For so long as you are current with all Subscription Fees, EmpowHer hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own personal or internal business purposes, subject to the terms and conditions of this agreement.

All rights not expressly granted to you are reserved by EmpowHer and its licensors.

5. Billing and Renewal

EmpowHer charges and collects in advance for use of premium services. EmpowHer will automatically renew and bill your credit card or deduct the appropriate amount from the banking account you have specified or issue an invoice to you each year on the subsequent anniversary for annual licenses, or as otherwise mutually agreed upon in writing. The renewal charge will be equal to the then-current fees for your premium service; unless EmpowHer has given you at least thirty (30) days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. EmpowHer’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on EmpowHer's income from services rendered to you.

You agree to provide EmpowHer with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, EmpowHer reserves the right to terminate your access to the Service in addition to any other legal remedies available to it.

Unless EmpowHer in its discretion determines otherwise, accounts will be billed in U.S. dollars and subject to U.S. payment terms and pricing.

If you believe your bill is incorrect, you must contact us in writing by e-mail or regular mail within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

6. Non-Payment and Suspension

In addition to any other rights granted to EmpowHer herein, EmpowHer reserves the right to suspend and terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or EmpowHer initiates termination of this Agreement, you will be obligated to pay the balance due on your account as of the date of such termination. You agree that EmpowHer may charge such unpaid fees to your credit card or deduct it from your banking account or otherwise bill you for such unpaid fees. You agree and acknowledge that EmpowHer has no obligation to retain your Content and that such Content may be irretrievably deleted if your account is thirty (30) days or more delinquent.

7. Term; Termination

This Agreement commences on the Effective Date and shall continue for the Initial Term. This Agreement shall automatically renew for consecutive renewal terms equal to the Initial Term (each a "Renewal Term"), unless either party notifies the other party of its intention not to renew at least five (5) business days prior to expiration of the then current term. You may change your Service by notifying EmpowHer in writing at least five (5) business days prior to the expiration of the then current Renewal Term.

8. Representations and Warranties

EmpowHer represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof.


SECTION B – Terms and Conditions


1. Privacy & Security; Disclosure

EmpowHer’s privacy and security policies may be viewed at http://empowher.com/about/terms-of-use/privacy. EmpowHer reserves the right to modify its privacy and security policies in its discretion from time to time.  Note that because the Service is a hosted, online application, EmpowHer occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

2. License Restrictions

You may not access the Service if you are a direct competitor of EmpowHer, except with EmpowHer's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or any Content in any way; (ii) modify or make derivative works based upon the Service or any Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your personal or internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights, (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs, (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.  You shall: (i) notify EmpowHer immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to EmpowHer immediately and use reasonable efforts to stop immediately any copying or distribution of any Content that is known or suspected by you; and (iii) not impersonate another EmpowHer user or provide false identity information to gain access or to use the Service.

4. Account Information and Data

EmpowHer does not own any of your Content. You, not EmpowHer, shall have sole responsibility for the accuracy, quality, integrity, legality reliability appropriateness, and intellectual property ownership or right to use of all Content, and EmpowHer shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content.

Notwithstanding your maintaining ownership of all Content, you hereby grant to EmpowHer a perpetual, royalty-free, fully paid-up, non-exclusive, non-transferable, worldwide right to (i) use and display the Content to you and other members of EmpowHer's web site through the Service and (ii) use, modify, publicly display and create derivative works of the Content as aggregated with other customer content.

5. Intellectual Property Ownership

EmpowHer alone (and its licensors, where applicable) own all right, title and interest, including all intellectual property rights, in and to the EmpowHer Technology, any Content and the Service and any suggestions, ideas, enhancement request, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the EmpowHer Technology, any Content, or the intellectual property rights owned or licensed by EmpowHer. The EmpowHer name, the EmpowHer logo, and the product names associated with the Service are trademarks of EmpowHer or third parties, and no right or license is granted thereto other than as contemplated by the co-marketing commitment set forth in Section A(4) above.

By your using the Service, you hereby grant to EmpowHer the right to identify you as a customer of the Service and hereby grant to EmpowHer the right to reproduce any logo, trademark or other indicia of origin that you use to identify your business and/or products ("Customer Trademarks"), subject to EmpowHer’s compliance with the reasonable policies related to the use of such Customer Trademarks.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable third-party. EmpowHer and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. EmpowHer does not endorse any sites on the Internet that are linked through the Service.

7. Termination for Cause

Any breach of your obligations or unauthorized use of the EmpowHer Technology or the Service will be deemed a material breach of this Agreement. EmpowHer, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.

8. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

9. Disclaimer of Warranties

EmpowHer and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any Content. EmpowHer and its licensors do not represent or warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Service will meet your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your requirements or expectations, (e) errors or defects will be corrected, or (f) the service or the server(s) that make the service available are free of viruses or other harmful components. Except for any express warranties provided herein, the Service and all Content is provided to you strictly on an "as is, where-is" basis.

10. Indemnification

You agree to indemnify EmpowHer, its owners, employees, and users from any liability relating to your use of this Service, or its Content.

11. Internet Delays

EmpowHer’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. EmpowHer is not responsible for any delays, delivery failures, or other damage resulting from such problems.

12. Limitations of Liability

In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type of kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including bu not limited to the use or inability to use the Service, or for any content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause, in the Content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages. In no event shall EmpowHer’s aggregate liability exceed the amounts actually paid by and/or due from you, if any, in the twelve (12) month period immediately preceding the event giving rise to such claim.

13. Notice

EmpowHer may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in your account information maintained by the Service, or by written communication sent by first class mail or pre-paid post to your address on record in your account information maintained by the Service. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours afer sending (if sent by e-mail).

14. Modification to Terms

EmpowHer reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement; your continued use of the Service shall constitute your consent to such changes.

15. General

This Agreement shall be governed by Arizona law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Phoenix, Arizona to which you hereby submit to personal jurisdiction thereof.

No joint venture, partnership, employment, or agency relationship exists between you and EmpowHer as a result of this Agreement or use of the Service. This Agreement comprises the entire agreement between you and EmpowHer and supersedes all prior negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

 

Revised 6/3/08
Copyright © 2008 EmpowHer.com/HWHC, Inc. All rights reserved.