Womensphere Terms of Use and Online Services Agreement 

1. What the Contract Covers.

These terms and conditions (“Contract”) are between you and Womensphere Interactive Networks, LLC (the “Company”, "Womensphere", "we", "us" or "our").  In consideration of the right to access and use the website and related services located at the Universal Resource Locator Address womensphere.com and receive the services offered through the Website (together, the "services"), you agree to the terms and conditions of use set forth in this contract and acknowledge that you are at least 13 years of age.  YOUR USE OF THE SERVICE  CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT AND INDICATES YOUR WILLINGNESS TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.

This Agreement applies to the service (as described below) as currently offered by the Company and any services that the Company may choose to offer in the future (unless stated otherwise).

Please note that we do not provide warranties for the service. The contract also limits our liability. These terms are in sections 15 and 16 and we ask you to read them carefully. 

2. When You May Use the Service.

You may start using the service as soon as you have finished the sign-up process. No withdrawal right or other “cooling off” period applies to the service and you waive any applicable “cooling off” period, except if the law requires a “cooling off” period despite your waiver and even when a service starts right away.

3. How You May Use the Service.

In using the service, you will:

• obey the law;
• obey any codes of conduct or other notices we provide;
• obey generally accepted anti-spam policies
• keep your service account password secret; and
• promptly notify us if you learn of a security breach related to the service.

4. How You May Not Use the Service.

In using the service, you may not:

• use any portion of the service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);
• use any automated process or service to access and/or use the service (such as a BOT, a spider, periodic caching of information stored by Womesphere, or “meta-searching”);
• use any unauthorized means to modify or reroute, or attempt to modify or reroute, the service;
• damage, disable, overburden, or impair the service (or the network(s) connected to the service) or interfere with anyone’s use and enjoyment of the service; or
• resell or redistribute the service, or any part of the service.
• use the service in a way that harms us or our affiliates, resellers, distributors, and/or vendors (collectively, the “Womensphere parties”), or any customer of a Womensphere party;

5. You Are Responsible For Your Service Account.

Only you may use your service account.  For some parts of the service, we may notify you that you may set up additional member accounts that are dependent on your account (an “associated account”).  You are responsible for all activity that takes place with your service account or an associated account.  You may not authorize any third party to access and/or use the service on your behalf. 

6. If You Are an Associated Account User.

If you are the user of an associated account, then the holder of the service account has full control over your associated account.  This control includes the right to end the service, close or alter your associated account at any time, and, in some cases, to request and receive machine and service use information related to your associated account.   

7. If You Pay Womesphere.

7.1 Charges.  This section 7 applies in all situations in which you directly pay us.  If you pay a company other than us for the service, then the charges and billing terms are as stated by the other company. Even if you do not pay for the service, you may still incur charges incidental to using the service; for example, charges for Internet access, mobile text messaging, or other data transmission. 

7.2 Payment.  When you create a billing account, you enter your payment method.  You must be authorized to use the payment method.  You authorize us to charge you for the service using your payment method and for any paid feature of the service for which you choose to sign-up or use while this contract is in force.  You will pay service charges in advance.  We may charge you a different amount than what you approved.  If it is a greater amount, we will use commercially reasonable efforts to tell you the amount and the date of the charge before we make the charge.  Also, we may charge you up to the amount you have approved, and notify you in advance of the difference.  We may bill you for more than one of your prior billing periods together. If we informed you that the service will be provided indefinitely or automatically renewed, we may automatically renew your service and charge you for any renewal term. 

7.3 Updates to Your Billing Account.  You must keep all information in your billing account current, including your billing address and the expiration date of your credit card. You may change your payment method at any time.  If you tell us to stop using your payment method, we may cancel your service.  Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. 

7.4 Trial Period Offers.  You may have received a limited time of free service or some other trial period offer.  Unless we notify you otherwise, if you are participating in any trial period offer, you must cancel the service by the end of the trial period to avoid incurring charges.  If you do not cancel your service, and we have informed you that the service will automatically be converted into a paid subscription at the end of the trial period, then you authorize us to charge your payment method for the service. 

7.5 Prices and Price Increases.  The price for the service excludes all taxes and phone charges, unless stated otherwise.  You are responsible for any taxes that you are obligated to pay or that we may collect from you.  You are responsible for all other charges (including but not limited to, phone charges and internet access).  Currency exchange settlements are based on your agreement with your payment method provider.  We may change the price of the service from time to time, in our sole discretion, but we will use commercially reasonable efforts to notify you before we do.

• If there is a specific time length and price for your service offer, then that price will remain in force for that time.  After the offer period ends, your use of the service will be charged at the new price.
• If your service is on a period basis (for example, monthly), with no specific time length, then we will tell you the date of any price change.  That date will be not less than 30 days after we tell you of the price change. 

If you do not agree to these changes, then you must cancel and stop using the service before the changes take place.  If you cancel your service, then your service ends at the end of your current service time length or, if we bill your account on a period basis, at the end of the period in which you cancelled.

7.6 Refund Policies.  Unless otherwise provided by law, all charges are non-refundable unless stated otherwise and the costs of any returns will be at your expense.

7.7 Cancelling the service.  You may cancel the service at any time, with or without cause. Certain service offers may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer.  Cancellation of the service by you will not alter your obligation to pay all charges made to your billing account.

7.8 Late Payments.  Except to the extent prohibited by law, we may assess a late charge if you do not pay on time.  You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law.  We may use a third party to collect past due amounts.  You must pay for all reasonable costs we incur to collect any past due amounts.  These costs may include reasonable attorneys’ fees and other legal fees and costs.  We may suspend or cancel your service if you fail to pay in full on time. 

8. Your Materials.

You may be able to submit materials for use in connection with the service.  Except for material that we license to you, we do not claim ownership of the materials you post or otherwise provide to us related to the service (called a “submission”). However, by posting or otherwise providing your submission, you are granting to us an irrevocable, worldwide, royalty-free right and license, with the right to sublicense in one or multiple tiers, to:

• use, copy, distribute, display, publish, edit and modify your submission;
• publish your name in connection with your submission; and
• grant these permissions to other persons.

This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law.  We will not pay you for your submission. We may refuse to publish, and may remove your submission from the service at any time.  For every submission you make, you must have all rights necessary for you to grant the permissions in this section.

9. Privacy.

We consider your use of the service to be private. However, we may access or disclose information about you, your account and/or the content of your communications, in order to: (1) comply with the law or legal process served on us; (2) enforce and investigate potential violations of this contract; including use of this service to participate in, or facilitate, activities that violate the law; or (3) protect the rights, property, or safety of Womensphere, its employees, its customers or the public.  You consent to the access and disclosures outlined in this section.

We may use technology or other means to protect the service, protect our customers, or stop you from breaching this contract.  These means may include, for example, filtering to stop spam or increase security.  These means may hinder or break your use of the service.

In order to provide you the service, we may collect certain information about service performance, your machine and your service use.  We may automatically upload this information from your machine.  This data will not personally identify you.  

10. Software.

If you receive software from us as part of the service, your use of that software is under the terms of the license that is presented to you for acceptance for that software.  If there is no license presented to you, then we grant you the limited right to use the software only for the authorized use of the service on your computer .  We reserve all other rights to the software. 

We may automatically check your version of the software.  We may automatically download upgrades to the software to your computer to update, enhance and further develop the service.

Unless we notify you otherwise, your license to use the software will end on the date your service ends, and you must promptly uninstall the software.  We may disable the software after the date the service ends.

You will not disassemble, decompile, or reverse engineer any software included in the service, except and only to the extent that the law expressly permits this activity.  You may not license, sublicense or otherwise sell or assign the rights granted to you hereunder.

The software is subject to United States export laws and regulations.  You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. 

11. Womensphere Authentication Network.

We may provide you with credentials on our authentication network to use with the service.  You are solely responsible for any dealings with third parties (including advertisers) who use our authentication network, including the delivery of and payment for goods.  This contract applies to you whenever you use the credentials you obtained with the service. When you use our authentication network to gain access to any site, the terms and conditions for that site, if different from this contract, may also apply to you in your use of that site. Please refer to the Terms of Use for each site that you visit.  We may cancel or suspend your access to our authentication network for inactivity, which we define as failing to sign in to our authentication network for an extended period, as determined by us. If we cancel your credentials, your right to use our authentication network immediately ceases.

12. Requirements For Placing Advertisements.

You may be able to place advertisements, listings, postings and other solicitations and offers (together, "Advertising") in or through the service.  We have no obligation to display any part of the Advertising content.  With respect to any Advertising content you provide, you promise that:

• all Advertising content is accurate, complete and current;
• you have all necessary rights, power and authority to publish the Advertising content;
• the Advertising content, and any web site listed or linked to from the Advertising content:
• complies with all applicable laws and regulations;
• does not infringe, misappropriate or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right of any third party;
• does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and
• does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.
• you possess documents substantiating all claims, express and implied, contained within the advertising content.

13. How We May Change the Contract.

We may change the contract at any time in our sole discretion.  If you do not agree to any changes to the contract, then you must cancel and stop using the service before the change takes place.  If you do not stop using the service, then your use of the service will continue under the changed contract.

14. WE MAKE NO WARRANTY.

We provide the service “as-is,” “with all faults” and “as available.”  We do not guarantee the accuracy or timeliness of information available from the service.  The Womensphere parties give no express warranties, guarantees or conditions.  You may have additional consumer rights under your local laws that this contract cannot change.  We exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement.

15.  LIABILITY LIMITATION.

You can recover from the Womensphere parties only direct damages up to an amount equal to your service fee for one month.  You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.

This limitation applies to anything related to:

• the service,
• content (including code) on third party Internet sites, third party programs or third party conduct,
• viruses or other disabling features that affect your access to or use of the service,
• incompatibility between the service and other services, software and hardware,
• delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the service in an accurate or timely manner, and
• claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.

It also applies even if:

• this remedy does not fully compensate you for any losses, or fails of its essential purpose; or
• Womensphere knew or should have known about the possibility of the damages.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.  They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.

16. Changes to the Service; If We Cancel the Service.

We may change the service or delete features at any time and for any reason.  We may cancel or suspend your service at any time.  Our cancellation or suspension may be without cause and/or without notice.  Upon service cancellation, your right to use the service stops right away.  Once the service is cancelled or suspended, any data you have stored on the service may not be retrieved later.  Our cancellation of the service will not alter your obligation to pay all charges made to your billing account.  If we cancel the service in its entirety without cause, then we will refund to you on a pro rata basis the amount of payments that you have made corresponding to the portion of your service remaining right before the cancellation.

17. Interpreting the Contract.

All parts of this contract apply to the maximum extent permitted by law.  A court may hold that we cannot enforce a part of this contract as written.  If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce.  The rest of this contract will not change.  This is the entire contract between you and us regarding your use of the service.  It supersedes any prior contract or statements regarding your use of the service.  If you have confidentiality obligations related to the service, those obligations remain in force (for example, you may have been a beta tester).  The section titles in the contract do not limit the other terms of this contract.

18. Assignment.

We may assign this contract, in whole or in part, at any time with or without notice to you.  You may not assign this contract, or any part of it, to any other person.  Any attempt by you to do so is void.  You may not transfer to anyone else, either temporarily or permanently, any rights to use the service or any part of the service.

19.  No Third Party Beneficiaries.

This contract is solely for your and our benefit.  It is not for the benefit of any other person, except for permitted successors and assigns under this contract.

20. Claim Must Be Filed Within One Year.

Any claim related to this contract or the service may not be brought unless brought within one year.   The one-year period begins on the date when the claim first could be filed.  If it is not filed, then that claim is permanently barred.  This applies to you and your successors.  It also applies to us and our successors and assigns. 

21.  Notices We Send You; Consent Regarding Electronic Information.

This contract is in electronic form. We have promised to send you certain information in connection with the service and have the right to send you certain additional information.  There may be other information regarding the service that the law requires us to send you.  We may send you this information in electronic form.  You have the right to withdraw this consent, but if you do, we may cancel your service.  We may provide required information to you:

• by e-mail at the e-mail address you specified when you signed up for your service;
• by access to a Womensphere web site that will be designated in an e-mail notice sent to you at the time the information is available; or
• by access to a Womensphere web site that will be generally designated in advance for this purpose.

Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail.  As long as you can access and use the service, you have the necessary software and hardware to receive these notices.  If you do not consent to receive any notices electronically, you must stop using the service.

22.  Applicable Law; Jurisdiction.   

Persons who access the services do so at their own initiative, and are responsible for compliance with applicable local laws and regulations.  The laws of the State of New York will govern this contract, without regard to conflicts of law principles. The United Nations Convention on Contracts for the Sale of Goods does not apply to this Agreement.  Any and all claims and controversies arising out of and related to the Privacy Policy and this Agreement shall be settled in the courts of competent jurisdiction in New York, NY.  Any such claim or controversy shall be adjudicated on an individual basis and shall not be consolidated with a claim of any other party.  The foregoing shall not preclude the Company from seeking any injunctive relief in courts of competent jurisdiction located in other countries for protection of the Company’s intellectual property rights. 

NOTICES 

The Digital Millennium Copyright Act of 1998 (“DMCA”). The DMCA provides recourse to those who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe in good faith that materials hosted by us infringe your copyright, you may send us a notice requesting that we remove the material or block access to it.  The notice must include the following information:  

(a)  Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b)  Identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works);

(c)  Identification of the material that is claimed to be infringing or the subject of infringing activity and information reasonably sufficient to allow us to locate the material on the Site;

(d)  The name, address, telephone number, and email address of the complaining party;

(e)  A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner or the law; and

6. A statement that the information in the notification is accurate and is given under penalty of perjury, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.  Notices and counter-notices must meet current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details.  Notices and counter-notices under the DMCA, as well as all other communications addressed to us relating to this Agreement, should be sent to: 

Fridman Law Group, PLLC, 287 Spring Street, New York, NY 10013 

We suggest that you consult your legal advisor before filing a notice or counter-notice.  Also, please be aware that penalties may apply for false claims under the DMCA.   

Copyright and Trademark Notices

All contents of the service are Copyright © 2007 Womensphere Interactive Networks, LLC, all rights reserved.   The Womesphere name and logo are trademarks of Womensphere Interactive Networks, LLC. Copyright and other intellectual property laws and treaties protect any software or content provided as part of the service.  We or our suppliers own the title, copyright, and other intellectual property rights in the software or content. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.  

Minors

Womensphere does not knowingly gather or solicit data from anyone under the age of 18 through the service for marketing purposes.  Please see our Privacy Policy for additional information.

Respect Copyright

Please respect the rights of artists and creators.  Content such as music, photos and video may be protected by copyright.  People appearing in content may have a right to control use of their image.  You may not share other people’s content unless you own the rights or have permission from the owner.

Support

Customer support is not offered for the service, unless the materials we publish in connection with a particular service specify that it includes customer support