TERMS AND CONDITIONS OF USE AGREEMENT
Last updated: January 2017
By accessing, viewing, downloading or otherwise using www.femcity.com (“Website“), or any webpage or feature available through the Website, any information provided as part of the FemCity services, or any related emails, newsletters or other services (hereinafter collectively, “Services”), or by completing the member registration process, whether you are a “Visitor” (which means that you simply browse the Services) or you are a “Member” (which means that you have registered with FemCity), you conclude a legally binding agreement with Femfessionals LLC, DBA FemCity (“FemCity” or “we” or “our“) based on the terms of this Terms and Conditions of Use Agreement (“Agreement”) and become a FemCity user (“User”). If you are using the Website on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement. If you do not want to become a User, do not conclude this Agreement, do NOT complete the member registration process and do not access, view, download or otherwise use any FemCity webpage, information or Services.
Services. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, shall be subject to this Agreement. For as long as FemCity continues to offer the Services, FemCity shall provide (and seek to update, improve and expand, in similar and different new ways) the FemCity platform and Services with the purpose of providing professional networking connectivity, through FemCity’ proprietary tools, rules and protocols which FemCity may update, improve, discontinue and change at any time, at FemCity’ sole discretion. We allow you to access the Services as they may exist and be available on any given day. We have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Services, partially or entirely, or to charge and modify prices for the Services. All of these changes shall be effective upon their posting on our Website or by email communication to you. We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items.
Eligibility. Use of the Services is void where prohibited. By registering to become a Member, you represent and warrant that (a) all registration information (“Registration Data“) you submit is truthful, accurate, current and complete; (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (c) you are 18 years of age or older; (d) you are a female; and (e) your use of the Services does not violate any applicable law or regulation. By using the Services, you represent and warrant that (a) you are 18 years of age or older and (b) your use of the Services does not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current or incomplete, or FemCity has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, FemCity has the right to suspend or terminate your account (as applicable) and/or refuse any and all current or future use of the Services (or any portion thereof). All Users must provide all equipment and software necessary to connect to the Services.
Payments. Any and all payments made through femcity.com and for the Services are nonrefundable (unless noted otherwise).
- Each Business Member shall pay a membership fee based on the chosen membership level. All memberships will automatically renew on the basis chosen [annual or monthly] at the rate paid [unless a discount was applied]. All rates are subject to change.
- All global and local community events (“Events“) shall be paid for in advance of the event date. Events shall include but not be limited to luncheons, workshops, seminars, happy hours, retreats and other social and/or networking events that may be hosted by FemCity or a local FemCity community president.
Content and Information Submitted and/or Shared.
- FemCity does not claim any ownership rights in the information, data, text, files, images, photos, video, sounds, musical works, messages, works of authorship, or any other materials (collectively, “Content“) that you post to the Services or submit to FemCity via email or otherwise. After posting your Content to the Services or submitting such Content to FemCity, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By posting or submitting any Content on or through the Services, each User grants FemCity a nonexclusive, royalty-free, sub-licensable, worldwide license to use the Content supplied by each such User.
- This license includes, inter alia, the right for FemCity to reproduce, edit, represent, adapt, translate, publicly perform, publicly display, digitize, use for advertising purposes, whether commercial or non-commercial, to sublicense or to transfer the Content concerning each User (including information, pictures, descriptions, search criteria, etc.) over all or part of the Services and/or in any mailings of FemCity and in general through any electronic communication media (email, SMS, MMS, WAP, Internet, CD Rom or DVD) and to incorporate such Content into other works in any format or medium now known or later developed. Each User expressly authorizes FemCity to modify said Content in order to conform to the interface or display requirements of the Services or of other communications media as set forth above, and/or to render them compatible with its technical performance or media format in question. These rights are granted throughout the world and for the entire term of this Agreement.
- You represent and warrant that: (i) you own the Content submitted by you on or through the Services or otherwise have the right to grant the license set forth above, and (ii) submitting your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content submitted by you on or through the Services.
- The Services contain Content of Users and other FemCity Except for Content submitted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Services, or otherwise use such Content for any purpose other than for those purposes strictly related to use of the Services for personal purposes.
- FemCity may include various forums, blogs and chat rooms where you can post your observations and comments on designated topics. FemCity cannot guarantee that other Members will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Services. FEMCITY AND THE FEMCITY AFFILIATES ARE NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY FORUMS, BLOGS AND CHAT ROOMS.
- FemCity has no obligation and assumes no responsibility for verifying the identity of any Users when they are connected to the Website or monitoring the Services for inappropriate Content or conduct. FemCity does not endorse and exercises no control over any Content you or others submit while using the Services. Further, FemCity has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. If at any time FemCity chooses, in its sole discretion, to monitor the Services, FemCity nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. FemCity reserves the right to withhold, remove and/or discard any Content available as part of your account, with or without notice. FemCity may delete any Content that in its sole judgment violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. FemCity makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members. Under no circumstances will FemCity be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.
User Contributions. You do not have to submit anything to us, but if you choose to submit something (including but not limited to ideas, articles, testimonials, editorials, concepts, techniques and data), you grant FemCity a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub- licensable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, edit, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to us, without any further consent, notice and/or compensation to you or to any third parties. By submitting any information to us, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights.
User Conduct. You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not FemCity, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services.
You agree to the following commitments:
- You will not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation (see our Anti-Spam Policy below);
- You will not collect users’ content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
- You will not upload viruses or other malicious code;
- You will not solicit login information or access an account belonging to someone else;
- You will not bully, intimidate, or harass any User;
- You will not offer any contest, giveaway, or sweepstakes (collectively, “Promotion“) on the Website without our prior written consent. If we consent, you take full responsibility for the Promotion, and will follow our guidelinesand all applicable laws;
- You will not use the Services to do anything unlawful, misleading, malicious, or discriminatory;
- You will not do anything that could disable, overburden, or impair the proper working of the Website, such as a denial of service attack;
- You will not upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, invasive of another’s privacy, or racially, ethnically or otherwise objectionable;
- You will not impersonate any person or entity (whether in existence or not in existence) or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- You will not upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- You will not upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- You will not upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- You will not disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges;
- You will not interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including using any device, software or routine to bypass our robot exclusion headers;
- You will not intentionally or unintentionally violate any applicable local, state, national or international law; and/or
- You will not facilitate or encourage any violations of this Agreement.
- We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending communication from the Services and terminating the membership of such violator.
Anti-Spam Policy. FemCity has a zero tolerance spam policy and prohibits users from sending unsolicited emails in any form. Spam, also known as junk mail, is an unsolicited bulk email message. Unsolicited means that the recipient has not granted verifiable permission for the message to be sent. Bulk means that the message is sent as part of a larger collection of messages, all having substantively identical content. Spam, includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. The term “spamming” refers to transmitting, distributing or delivering any unwanted e-mail correspondence, especially in mass quantities, thru the electronic means of communication. This prohibition includes but is not limited to (a) using the Services to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; and (b) collecting business cards at Events of people you did not meet and adding them to your mailing list. This policy does not prohibit sending an email to a Member in order to inquire about that Member’s services.
Event Attendance Policy. By registering for an event through com, you agree to the following (“Event Attendance Policy”):
- FemCity will use videos, photos images and/or audio from Events as a part of its marketing campaigns and programs. Attendees of Events may be featured or acknowledged in any such marketing campaigns and/or programs. Therefore, when attending an Event, you grant us permission to video, photograph and audio tape you during the event. You further grant us rights to publish and broadcast your video, photograph or audio through any commercial device, website, and broadcast media in existence today and the future, and understand that no compensation will be paid you. You further agree that we owe no compensation to you for using your video, photo image and/or audio of your voice.
- By attending an Event, you agree to give us permission to publish any video, photo or audio of you during the Event. These video, photo and audio captures may or may not include your name, and they may be sold to third parties.
- Attendance and participation in any event in any capacity is at your own risk. You agree to NOT hold FemCity or anyone else associated with FemCity or the event liable for any damage, loss, injury, or anything else you, your property may sustain or incur by participating in or attending an event.
Intellectual Property Policies.
- The Services contain Content of FemCity (“FemCity Content“). FemCity Content is protected by copyright, trade secret and other laws, and FemCity owns and retains all rights in the FemCity Content and the Services. Without FemCity’ prior permission, you agree not to copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any FemCity Content appearing on or through the Services or create derivative works based on the Services or such Content, in whole or in part.
- You agree that all FemCity trademarks, trade names, service marks and other FemCity logos and brand features, and product and service names are trademarks and the property of FemCity (“FemCity Marks“). Without FemCity’ prior permission, you agree not to display or use in any manner the FemCity Marks.
- You acknowledge and agree that Content contained in advertisements or information presented to you through the Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by FemCity or the applicable licensor (such as an advertiser), you agree not to copy, modify, translate, publish, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Services or such Content, in whole or in part.
- You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of FemCity to terminate membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to FemCity by the copyright owner or the copyright owner’s legal agent.
- Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please send the following information to info@FemCity.com; Attention: Copyright Agent: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Services; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Disputes. You are solely responsible for your interactions with other Members and Users. FemCity reserves the right, but has no obligation, to monitor disputes between you and other Users.
Termination. You may terminate your FemCity account, any associated email address and access to the Services by closing your account through the Website. If you violate this Agreement, or otherwise create possible legal exposure for FemCity, we can stop providing all or part of the Services to you, close your account and terminate your membership. We will notify you by email or at the next time you attempt to access your account. The terms of this Agreement shall survive any termination.
Disclaimers. FemCity is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the Services, whether caused by Users of the Services or by any of the equipment or programming associated with or utilized in the Services. Profiles created and posted by Members on the Website may contain links to other websites and FemCity may include or automatically produce links to third party websites (together, “Third Party Sites”). Inclusion of any linked websites on the Services does not imply approval or endorsement by FemCity of the linked websites, products or other materials on or available through such websites. FemCity is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by FemCity. FemCity may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (“Third Party Applications, Software or Content“). If you decide to leave FemCity and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from FemCity or relating to any applications you use or install from the Website. FemCity takes no responsibility for third party advertisements which are posted on the Website or through the Services, nor does it take any responsibility for the goods or services provided by its advertisers. FemCity is not responsible for the conduct, whether online or offline, of any User of the Services. FemCity assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication. FemCity is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any e-mail or players due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall FemCity be responsible for any loss or damage, including personal injury or death, resulting from use of the Services, attendance at an Event, from any Content posted on or through the Services, or from the conduct of any Users of the Services, whether online or offline. The Services are provided “AS-IS” and as available and FemCity expressly disclaims any warranty of fitness for a particular purpose or non-infringement. FemCity cannot guarantee and does not promise any specific results from use of the Services.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
DO NOT RELY ON THE WEBSITE, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR THE WEBSITE AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY THE SERVICES OR ANYTHING RELATED TO THE SERVICES, YOU MAY LEAVE THE WEBSITE AND TERMINATE THE AGREEMENT IN ACCORDANCE WITH SECTION 12 HEREOF AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. FEMCITY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS INMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE WEBSITE TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO USE SUCH MATERIAL, SERVICE, OR TECHNOLOGY. FEMCITY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, FEMCITY DECLINES ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
FEMCITY DOES NOT GUARANTEE THAT THE SERVICES WHICH IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THEIR OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. FEMCITY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, FEMCITY DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE WEBSITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON UNRELATED TO FEMCITY.
Limitation on Liability. IN NO EVENT SHALL FEMCITY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF FEMCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, FEMCITY’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO FEMCITY FOR THE SERVICESS DURING THE CURRENT TERM OF MEMBERSHIP.
Disputes. If there is any dispute about or involving the Services, you agree that the dispute shall be governed by the laws of the State of Florida and the venue shall be Miami-Dade County. Either FemCity or you may demand that any dispute between FemCity and you about or involving the Services must be settled by arbitration utilizing the dispute resolution procedures according to Florida laws, provided that the foregoing shall not prevent FemCity from seeking injunctive relief in a court of competent jurisdiction. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any Content or other material used or displayed through the Services.
Indemnity. You agree to indemnify and hold FemCity, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Website or through the Services causes FemCity to be liable to another. You shall indemnify us and hold us harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by (a) your failure to comply with this Agreement, including, without limitation, your submission of Content that violates third party rights or applicable laws, (b) any Content you submit to FemCity or (c) any activity in which you engage in or through the Website.
Changes. FemCity may modify this Agreement from time to time and such modification shall be effective upon posting by FemCity on the Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
Miscellaneous. This Agreement is accepted upon your use of the Website or any of the Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and FemCity regarding the use of the Services. The failure of FemCity to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. FemCity reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Services at any time, for any or no reason, with or without prior notice, and without liability.
Please contact us here with any questions regarding this Agreement.
As a member of FemCity, I pledge to support, promote and endorse fellow FEMS; refer business to and frequent FEM-owned businesses; conduct myself in a positive, uplifting and supportive manner; assist other women in business to the best of my capabilities; and Fem-it-Forward always. I understand that a breach of this commitment can result in the termination of my membership.