For good and valuable consideration of seventy-nine U.S. dollars ($79) Client has agreed to purchase a monthly subscription to FromAtoSHE CONNECT. In exchange, FromAtoSHE agrees to provide the services outlined in the Membership Site Details below, and Membership Site Addendum attached hereto.
Membership Site Outline:
Client acknowledges that he/she has read the additional Premium Directory detail and conducted any additional research necessary to feel he/she understands what is being provided in FromAtoSHE CONNECT as well as what is not included.
Client agrees to be bound by the terms and conditions outlined herein, as well as, the general policies and procedures that can be found in this Agreement and on the FromAtoSHE website.
FromAtoSHE CONNECT is not to be considered a substitute for personalized business, medical, or legal advice. CONNECT is not designed to treat any mental, emotional, or other medical conditions. If you as the Client believe you may be in need of personalized attention, whether for your business, health, or otherwise, please seek additional assistance outside FromAtoSHE CONNECT.
Client understands he or she is purchasing a monthly subscription to FromAtoSHE CONNECT.
Following Client’s purchase and access to FromAtoSHE CONNECT, Client will have gained access to various trade secrets and personal intellectual property of FromAtoSHE, including but not limited to materials such as verbal, written, and video advice, mindset guidance, and/or other information that may become available for use through Client’s participation in FromAtoSHE CONNECT.
Client understands and acknowledges that this information is not to be openly shared with others who have not purchased a membership to FromAtoSHE CONNECT.
Should Client breach this provision and disclose confidential or proprietary information belonging to FromAtoSHE CONNECT or another participating in FromAtoSHE CONNECT, Client understands additional action may be taken by FromAtoSHE up to and including legal action.
FromAtoSHE may request Client provide a testimonial to be published on our website, or on various sales materials for FromAtoSHE CONNECT or another Program created by FromAtoSHE. Client understands that he or she is not required to give any testimonial, and understands that the choice to do so is freely up to Client. There will be no ramifications or change in relationship between FromAtoSHE and Client if Client refuses testimonial.
If Client accepts and provides FromAtoSHE with a testimonial, Client understands the material, along with a photo of Client, will likely be published on the FromAtoSHE website or otherwise. Should Client agree to provide a testimonial, Client will agree to review and sign an additional Release, confirming same, and confirming FromAtoSHE’s rights to use Client’s testimonial.
No payment or additional services will be provided in return for Testimonial, and Client understands he or she is granting FromAtoSHE an unlimited, irrevocable license in perpetuity to use, publish, distribute, or repurpose any information provided to FromAtoSHE as part of a Testimonial.
Client gives FromAtoSHE an unlimited, irrevocable license to repost, share, publish, and otherwise use the text, name, and/or likeness of Client which client voluntarily posts to social media or sends in via email, including but not limited to FromAtoSHE CONNECT Forum, FromAtoSHE Facebook Page, Instagram comments and DMs,Twitter comments.
Client understands and agrees any such comments or messages sent or posted by Client may be captured and reposted by FromAtoSHE in any capacity it sees fit, including but not limited to sharing in email marketing, reposting to the public on social media, and otherwise sharing the comment with the public in an effort to publicize and market for FromAtoSHE.
3. PAYMENT AND PAYMENT PLANS
Client understands the cost of FromAtoSHE CONNECT is payable monthly, in the amount of seventy-nine U.S. dollars ($79), or annually, in the amount of seven hundred forty-eight U.S. dollars ($748) and charged automatically by month or year, in accordance with the Auto-Renewal Terms outlined below in paragraph five (4).
Client understands he/she is responsible for the full payment each month or year, and agrees to pay the sum requested electronically, via the FromAtoSHE website or a designated third-party payment processor of FromAtoSHE’s choosing, in full. If Client has joined FromAtoSHE CONNECT during a promotional period and has been promised a trial period that is less than the amount outlined above, Client understands that after such trial period, the monthly amount due and payable will be $79 per month, or $748 per year.
Should Client fail to make timely payments, or if additional payments are not able to be processed, Client understands Client’s access to FromAtoSHE CONNECT may be restricted if payment is not made within 1 day of the date it is due. If payment is not made on the date it is due, FromAtoSHE will continue to attempt to charge Client via the membership site software; if and when payment goes through, Client will again receive full access to the membership site.
If payment is not collected, Client’s access will remain restricted, and Client will carry a balance on her account, showing the month(s) owed. Client must bring her account completely current in order to be granted access. If payment continues to be unsuccessful after sixty (60) days, Client membership shall be revoked and permanently cancelled. Should Client wish to rejoin FromAtoSHE CONNECT, after this period, she must do so at the current price membership is being offered.
FromAtoSHE reserves the right to cancel Client’s access to CONNECT should he/she fail to make additional payments in accordance with the Auto-Renewal Terms as outlined below. Should this occur, Client understands she is not entitled to a refund of funds already issued to FromAtoSHE for access to CONNECT.
4. AUTO-RENEWAL AGREEMENT
Client understands and agrees that continued access to FromAtoSHE CONNECT requires recurring monthly payments of $79, or recurring annual payments of $748, that will be made by Client on the day of the month or year on which they signed up. (For example, if Client joins CONNECT on the 5th of the month via monthly membership, they will continue to be charged on the 5th of every month thereafter.)
5. CANCELLATION POLICY
Your membership will automatically be renewed and billed monthly unless cancelled 14 days prior to meeting your third month commitment. After three months you can cancel at any time with 14 days notice
Any requests for cancelation made less than 14 days before the automatic renewal is scheduled to charge Client’s card, or made subsequent to the charge, will take effect the following month.
HOW TO CANCEL: In order to cancel a membership, Client must send an e-mail to firstname.lastname@example.org with the subject line MEMBERSHIP CANCELATION, including the Client’s name, email address, and confirmation of request to terminate his or her membership.
Client will be notified upon receipt of email, and his or her membership will subsequently be canceled prior to the following billing period, assuming it is within the 14 day period.
As outlined above, if Client cancels his or her membership less than 14 days before the automatic renewal is scheduled to charge Client’s card, Client acknowledges and agrees he or she will be charged for the next month, and the cancelation will take effect following this.
If Client purchased access to FromAtoSHE CONNECT during a period in which a free month(s), or trial period was granted, Client understands he or she will be automatically charged the full monthly amount of $78 following the end of the trial period. Client will not be given any additional notice regarding the end of the trial period, By checking the box on the purchase page confirming your agreement to these Terms, you also confirm you are given your unequivocal, clear, affirmative consent to your agreement with these automatic renewal terms, the cancelation policy, and that you understand how to cancel before your card is charged for the following month.
6. REFUND POLICY
Global Marketing Collective, LLC (FromAtoSHE) is not able to offer refunds once Client has purchased access to the FromAtoSHE CONNECT for any reason, including inability to obtain access to the site. If Client is dissatisfied with his or her membership or otherwise unable to view it in its entirety, he or she may reach out to customer service at email@example.com.
Client further agrees and understands that changing his/her mind about the FromAtoSHE CONNECT, failing to follow through or understand the details of FromAtoSHE CONNECT, not experiencing the results he/she expected or desired, or experiencing any other similar situations does not entitle her to a refund.
Global Marketing Collective, LLC (FromAtoSHE) is not responsible for any specific technology you may need in order to adequately view and utilize CONNECT. Client’s inability to access CONNECT due to a technology issue on Client’s end does not qualify Client for a refund, nor does it alleviate Client of his or her responsibility to make monthly payments, unless or until Client’s membership is properly canceled in accordance with the cancelation policy in paragraph five (5).
8. VOLUNTARY PARTICIPATION
Client understands and agrees that he/she is voluntarily choosing to enroll in FromAtoSHE CONNECT and is solely responsible for any outcomes or results. While FromAtoSHE believes in the services and that CONNECT is able to help many people, Client acknowledges and agrees that FromAtoSHE is not responsible nor liable to Client should Client sustain any injuries, incur harm, or encounter any negative ramifications. Client agrees that he/she is fully responsible for his/her health and well-being, including participation in FromAtoSHE CONNECT and any results therein.
Client also understands she will have the opportunity to provide FromAtoSHE with additional personal information, viewable to all CONNECT members, including but not limited to location, industry, and other information. All information is completely voluntary and optional to complete, and Client does not gain or lose anything in FromAtoSHE CONNECT for choosing to complete or not complete the additional information. Client understands this information will only be viewable to others inside CONNECT, and understands that should he/she elect to complete the information, he/she is doing so completely voluntarily, and that CONNECT and FromAtoSHE are not responsible for any negative results from such information dissemination.
9. DISCLAIMER/ NO GUARANTEES
While many of FromAtoSHE’s past and current clients have experienced wonderful benefits from the content contained in CONNECT, FromAtoSHE cannot guarantee results from any of the content on CONNECT, and cannot make any representations or guarantees regarding individual results. Client will hold FromAtoSHE harmless if he or she does not experience the desired results.
Client understands that all services provided by FromAtoSHE CONNECT and FromAtoSHE in connection with CONNECT being purchased are provided on an “as is” basis, meaning it is without any guarantees, representations, or warranties, including but not limited to warranties relating to quality, non-infringement, fitness for a particular purpose, merchantability, or expectation or course of performance. Client is choosing to purchase access to CONNECT and work with FromAtoSHE on a purely voluntary basis and does not hold FromAtoSHE or CONNECT responsible should Client become dissatisfied with any portion of CONNECT.
Client agrees that he/she does not have a cause of action, legal remedy, and is not entitled to a refund should he/she not achieve the results desired as long as FromAtoSHE delivers CONNECT as described in the Addendum below.
Client also agrees to hold FromAtoSHE harmless should any physical, emotional, or financial injury occur as a direct or indirect result of CONNECT. The content provided by FromAtoSHE on its website and within CONNECT is comprised of information that has worked for FromAtoSHE and other clients, and may or may not be useful to Client in his/her personal business or life. Client understands FromAtoSHE cannot guarantee results from CONNECT, and has no expectation of a specific result that he or she holds FromAtoSHE responsible for.
Client also understands he or she is purchasing the FromAtoSHE CONNECT and participating freely and voluntarily. The information contained within CONNECT may not be suitable for all persons and all business levels, and Client understands he or she may need to modify, edit, or change some of the education within CONNECT in order to make it applicable to Client’s business.
Not Medical or Professional Advice: The purpose and goal of CONNECT is to provide Client with monthly education and assistance. CONNECT and content contained within CONNECT is not to be considered personalized business, medical, legal, or financial advice, and nothing within CONNECT is intended to provide or act as a substitute for mental health treatment. FromAtoSHE encourages Client to consult the relevant professional needed if he/she suspects he/she may benefit from such services. We will assume that all individuals choosing to purchase access to CONNECT will have done any additional research necessary and has concluded that FromAtoSHE CONNECT offered is right for them.
10. CONNECT "OFFERS" SECTION
Inside FromAtoSHE CONNECT, Clients have access to a “Offers” page that includes offerings and deals for some of FromAtoSHE’s preferred brands. Client understands that FromAtoSHE is not responsible nor liable should Client elect to utilize any products or services within the “Offers” section of CONNECT, and any such decision to do so is wholly voluntary and outside the scope of CONNECT. The “Offers” section is no more than a recommendations list of products and services FromAtoSHE likes and/or uses, which may or may not be useful to members of CONNECT.
If FromAtoSHE has any material relationship with any products, services, or companies (including but not limited to affiliate relationships allowing FromAtoSHE to collect a commission for any products or services purchased through these links), such material relationship will be disclosed on or near the link to each Company, identifying it as an “affiliate” link. Those marked with “affiliate link” notations means FromAtoSHE is an affiliate of this company, and will receive financial compensation should Client elect to purchase the product or services offered.
11. INTELLECTUAL PROPERTY
Client agrees and understands that FromAtoSHE has created numerous original, creative works in connection with CONNECT, and agrees that FromAtoSHE maintains all copyrights and other intellectual property rights in all original or derivative content associated with or included in CONNECT, whether created prior to working with Client or specifically for Client, including but not limited to: documents, charts, emails, graphs, products, systems, processes, handouts, worksheets, copy for website or sales pages, and any other original work created by FroAtoSHE. Client agrees she may be granted a limited right to use selected materials in the course of his or her own business but understands that the original proprietary rights remain with FromAtoSHE. Nothing in this Agreement shall constitute a transfer of ownership of any Intellectual Property from FromAtoSHE to Client, nor grant any license to use the information, other than that which is expressly provided throughout the course of CONNECT.
Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by FromAtoSHE or obtained through working with FromAtoSHE, without FromAtoSHE’s express written consent. If such behavior is discovered or suspected, FromAtoSHE reserves the right to immediately end Client’s participation in CONNECT without refund, as well as access to any CONNECT materials Client may have purchased, without refund, and reserve the right to prosecute any actionable infringement or misuse to the full extent of the law.
Licensee Rights: FromAtoSHE’s Limited License to Client: Client understands that in purchasing CONNECT, she/he is gaining access to view all content and information available as part of CONNECT. Client understands this means he/she will have been granted a limited, revocable, non-transferable license to use the information provided as instructed or allowed by FromAtoSHE. As a “Licensee,” Client understands and agrees that Client will not:
Copy, edit, distribute, duplicate or steal any information or any Content obtained through CONNECT without written permission by FromAtoSHE;
Post, distribute, copy, steal or otherwise use any portion of the CONNECT or its content, or information obtained via other members in the group CONNECT without written permission by FromAtoSHE, and understand that any such use may constitute infringement, which may give rise to a cause of action against Client.
Claim any content created by FromAtoSHE as part of CONNECT or otherwise given to Client is his/her own, meaning he/she cannot claim any content created by FromAtoSHE was Client’s work, and use in his/her business as his/her own.
Share purchased materials, information, content with others who have not purchased them.
Client further acknowledges and understands that any such actions including but not limited to those outlined above will likely constitutes infringement and/or theft of our work, and a violation of this Agreement and United States Federal laws.
Client agrees at all times to defend, fully indemnify and hold FromAtoSHE and any affiliates, agents, team members or other party associated with FromAtoSHE harmless from any causes of action, damages, losses, costs, expenses incurred as a result of Client’s use of CONNECT, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Client’s participation in CONNECT. Should FromAtoSHE be required to defend itself in any action directly or indirectly involving Client, or an action where we decide Client’s participation or assistance would benefit FromAtoSHE’s defense, Client agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by FromAtoSHE, free of charge.
13. DISPUTE RESOLUTION
Should a dispute arise between FromAtoSHE and Client, the parties agree to attempt to resolve by good-faith negotiations and discussions. (Client agrees that failure to see results is not a basis for a “dispute” and agrees he or she does not hold FromAtoSHE responsible for any specific results, or those results which have been achieved by other clients of FromAtoSHE)
If unable to reach a resolution informally, Client and FromAtoSHE agree that all disputes will be submitted for Arbitration by the American Arbitration Association, to be completed in New York, New York within a reasonable amount of time. Client and FromAtoSHE agree to participate in the arbitration process in good faith and in a manner that will effectively and efficiently resolve the dispute at hand, including the exchange of any materials, documents, or information. The decision made by the arbitrator is to be final and binding on both parties, and is not to be appealed or otherwise set aside. It is to be enforceable in any court of proper jurisdiction as a judgement of law or decree.
14. APPLICABLE LAW
This Agreement shall be governed by and under control of the laws of New York regardless of conflict of law principles, and regardless of location of Client. Client understands this and agrees that the laws of New York are to be applicable here.
This agreement is not to be altered, amended, changed, extended, or considered waived without execution of an additional addendum signed by both Client and FromAtoSHE, or a party authorized to sign on behalf of either party.
FromAtoSHE CONNECT OUTLINE ADDENDUM
Client understands, acknowledges, and agrees he/she is purchasing a monthly subscription to FromAtoSHE. While the below is subject to change, at the time of purchase, FromAtoSHE CONNECT includes access to the following:
The FromAtoSHE CONNECT membership, including all content and resources that have been created since inception of the Membership.
Monthly business growth modules, delivered on the 1st week of each month containing trainings on various topics that have been deemed relevant to online business owners.
Monthly group video chats with at least (1) FromAtoSHE founder and other FromAtoSHE CONNECT community members lasting approximately on hour.
Premium access to FromAtoSHE CONNECT community forum with unlocked access to user profiles and direct messaging
Additional resources, guides, and services as created by FromAtoSHE.
One-year premium listing in the FromAtoShe women-owned business directory (Premium Directory Listing terms to be agreed to separately)
Global Marketing Collective, LLC
FromAtoSHE Advertising: Premium Directory Listing Agreement Standard Terms and Conditions
THIS IS A LEGALLY-BINDING AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
Acknowledgement & Acceptance of Agreement
Pursuant to this Agreement, Advertiser submits business Premium Directory Listing(s) and/or link(s) to, its web site(s) for inclusion on FromAtoSHE web site. The terms and conditions applicable are set forth below.
Basic inclusion of a website title, description, images, offers and URLs ('Premium Directory Listing') on the FromAtoSHE site are sold on an inclusion basis for a one time, non-refundable setup fee and an annual renewal fee. THE SETUP FEE IS IN CONSIDERATION FOR FROMATSHE’S EDITORIAL REVIEW OF THE PREMIUM DIRECTORY LISTING SUBMISSION AND IS THEREFORE NON-REFUNDABLE, EVEN IN THE EVENT THAT FromAtoSHE DECLINES TO INCLUDE ADVERTISER'S PREMIUM DIRECTORY LISTING. FromAtoSHE may, in its sole discretion, change the setup or annual renewal fee at any time.
Following submission by Advertiser of a Premium Directory Listing submission form, FromAtoSHE will review the Premium Directory Listing entry containing the information submitted by Advertiser regarding its business to determine whether Advertiser's Premium Directory Listing entry and applicable website and social media is eligible for inclusion in FromAtoSHE. Within five (5) business days from the date the Premium Directory Listing submission form is received by FromAtoSHE.com, FromAtoSHE.com will review Advertiser's Premium Directory Listing entry inclusion to determine whether it is eligible for inclusion in FromAtoSHE.
NOTIFICATION OF CHANGE
FromAtoSHE.com may, at any time in its sole discretion, change the terms of this Agreement. Modifications may include, without limitation, increases to the annual fees charged for the Listing Services. Whenever FromAtoSHE changes this Agreement, it will post those changes to its Website and will update the 'Last Updated' date at the top of this Agreement. The revised terms will become effective on the date FromAtoSHE posts such changes to its Website, except annual fee increases will become effective at the time your annual Agreement automatically renews. It is your obligation to check this Agreement regularly to ensure you are updated as to any changes. Without limiting the foregoing, if FromAtoSHE determines in its sole discretion that the modification is material, it will notify you electronically via the email address associated with each account. If any modification to this Agreement is not acceptable to you, your only remedy is to notify FromAtoSHE of your election not to renew your Agreement, as provided in Section 3 below.
TERMS OF AGREEMENT
FromAtoSHE may, at any time in its sole discretion, with or without cause, terminate this Agreement and/or cancel any listings or links submitted under this Agreement.
Auto-Renewal: Advertiser's Premium Directory Listing subscription will be automatically renewed for successive one-year terms, unless Advertiser notifies FromAtoSHE by sending an email with the words 'CANCELLATION' in the subject line to team@FromAtoSHE.com. Advertiser shall deliver such notice at least thirty (30) days prior to the commencement of the next renewal term. If FromAtoSHE is unable to process Advertiser's credit card payment because the credit card has expired or is otherwise invalid, then FromAtoSHE may contact Advertiser to obtain payment information and/or cancel Advertiser's subscription and/or run the credit card with updated expiration date.
The cost of the renewed Listing will be the then-current standard rate. Advertiser's credit card will be charged the non-refundable renewal fee in accordance with the terms of this Agreement.
SERVICE FEES AND PAYMENT TERMS
Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify FromAtoSHE in writing within sixty (60) days after any such charge; failure to so notify FromAtoSHE shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by FromAtoSHE. No other measurements or statistics of any kind shall be accepted by FromAtoSHE.com or have any effect under this Agreement.
Fees: Advertiser agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity. If Advertiser disputes any charge made under this Agreement, Advertiser must notify FromAtShe.com by sending a detailed notice of dispute to FromAtShe.com via email at: team@FromAtShe.com within ten (10) days of the charge; failure to so notify FromAtShe.com shall result in the waiver by Advertiser of any claim relating to any such disputed charge. Charges shall be calculated solely based on records maintained by FromAtShe.com. No other measurements or statistics of any kind shall be accepted by FromAtShe.com or have any effect under this Agreement. All payments made under this Agreement are non-refundable.
Late Payments: Any charges which are past due by more than thirty (30) days shall bear interest at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less, and Advertiser shall reimburse FromAtShe.com for any costs and fees (including attorneys' fees) incurred by FromAtShe.com in an effort to collect any amount due hereunder.
Disputes: If Advertiser has any questions or objections regarding charges to its credit card, it must promptly (within 30 days) notify FromAtShe in writing (including electronic mail) and make a reasonable and good faith effort to resolve its objection before it disputes the charge with the credit card processing company. Such notice must identify the amount in dispute and must provide in reasonable detail the basis for disagreement with any charges. If (a) Advertiser fails to comply with these requirements BEFORE filing a dispute with the credit card processing company, or (b) advertiser files a dispute with the credit card processing company that is not in good faith, Advertiser will be in material breach of this Agreement and FromAtoSHE will be entitled to liquidated damages calculated as follows in addition to any equitable remedies available to it. Liquidated damages may include but not be limited to: all fees accrued up to the termination of this Agreement, plus attorney fees and costs, plus late fees on the foregoing at the legal rate of interest. For purposes of this paragraph, disputing payment because of inability to pay or because of Advertiser's failure to submit a proper notice of non-renewal by the applicable date shall not be considered to be a good faith dispute.
Payment Method: To maintain a Listing account with FromAtoSHE, Advertiser must maintain a valid Visa, MasterCard or American Express credit card number on file with us. Advertiser's credit card will be charged upon submission and renewal of a Listing pursuant to Section 6 below. Listing accounts are renewed on an annual basis as set forth in Section 6. Advertisers are generally required to pay for Listings by the credit card method.
EDITORIAL STANDARDS AND REQUIREMENTS
Advertiser's Listing entries are written by FromAtoSHE, or written by Advertiser subject to FromAtoSHE's approval. Advertiser agrees to be bound by and follow the FromAtoSHE editorial standards as described in FromAtoSHE's Editorial Guidelines. Advertiser's submissions to the FromAtoSHE’s site will be subject to FromAtoSHE editorial review, modification and/or removal in FromAtoSHE's sole discretion. FromAtoSHE reserves the right, but not the obligation, to review Advertiser submissions.
ADVERTISER REPRESENTS AND WARRANTS THAT ITS LISTINGS, LINKS, IMAGES AND SUBMISSIONS TO THE FROMATSHE.COM SITE DO NOT, AND WILL NOT INCLUDE CONTENT, OR LINKS TO CONTENT, WHICH MAY RESULT IN A CLAIM AGAINST, OR CIVIL OR CRIMINAL LIABILITY TO, FROMATSHE.COM OR THAT OTHERWISE VIOLATES APPLICABLE LAW OR THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTENT THAT IS FRAUDULENT, DECEPTIVE, LIBELOUS, DEFAMATORY, OBSCENE, PORNOGRAPHIC, ADULT-THEMED, INFRINGING OR THAT VIOLATES THE PRIVACY, PUBLICITY OR ANY OTHER RIGHT(S) OF A THIRD PARTY.
ADVERTISER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROMATSHE.COM AND ITS AFFILIATES AND PARTNERS, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AGENTS, LICENSEES AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, ACTIONS, LIABILITIES, LOSSES, EXPENSES, DAMAGES, AND COSTS INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES (COLLECTIVELY, 'LOSSES') THAT MAY AT ANY TIME BE INCURRED AS A RESULT OF ANY THIRD PARTY CLAIMS, SUITS OR PROCEEDINGS: (A) ARISING OUT OF ANY BREACH BY ADVERTISER OF ANY DUTY, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT; OR (B) ARISING FROM THE CONTENT OR SUBJECT MATTER OF ANY ADVERTISER LISTING, LINK, SUBMISSION OR CONTENT OF SITES TO WHICH VISITORS CAN LINK THROUGH ADVERTISER'S LINKS OR LISTINGS. FROMATSHE.COM RETAINS COMPLETE EDITORIAL DISCRETION WITH RESPECT TO ALL LISTINGS AND LINKS, INCLUDING, WITHOUT LIMITATION, REGARDING THE SELECTION, PLACEMENT, KEYWORDS, TITLE, DESCRIPTIONS AND MULTILINKS.
FromAtoSHE endeavors to protect the security of Advertiser's payment information during transmission by using Secure Sockets Layer ('SSL') when receiving payment information through the FromAtoSHE website. It is important for Advertiser to protect against unauthorized access to your password and your computer. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and Advertiser agrees to accept full responsibility for all activities conducted using Advertiser's account on FromAtoSHE.
In connection with the Premium Directory Listing, Advertiser is required to submit registration information. FromAtoSHE may use such information to contact Advertiser regarding its listings and links. FromAtoSHE may disclose such information to its third party vendors and service providers in connection with conducting its business and providing and maintaining its site, and, in addition, in the good faith belief that such disclosure is reasonably necessary to (a) comply with the law or legal process; (b) enforce this Agreement; or (c) protect the rights or interests of FromAtoSHE, its affiliates or related parties. Notwithstanding anything to the contrary herein, FromAtoSHE may transfer, sell or assign such information to third parties as a result of a merger, consolidation or combination of FromAtoSHE with another entity.
Advertiser hereby grants to FromAtoSHE a worldwide, limited, non-exclusive, non-transferable, royalty-free license to: (i) reproduce, distribute, transmit, display, perform, download, cache, store on its servers, and otherwise use Advertiser's listings and submissions, and any portion thereof, including, without limitation, the trademarks, trade names, service marks and logos set forth therein, or as otherwise specified in writing by Advertiser (collectively the 'Advertiser Marks'), for purposes of providing the services covered by this Agreement; and (ii) incorporate in FromAtoSHE's sites links provided by Advertiser as part of its listings and submissions.
NEITHER FROMATOSHE NOR ITS SUPPLIERS OR VENDORS MAKE ANY WARRANTIES (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE. FROMATSHE'S OBLIGATIONS UNDER THIS AGREEMENT ARE SUBJECT TO DELAYS CAUSED BY WAR, TERRORISM, ACT OF GOD, EMBARGOES, OR ANY OTHER CIRCUMSTANCES BEYOND FROMATSHE'S REASONABLE CONTROL. ADVERTISER ACKNOWLEDGES THAT FROMATSHE'S SITE IS OPERATED ON AN 'AS IS', 'AS AVAILABLE' BASIS, AND THAT NEITHER FROMATSHE.COM NOR ITS SUPPLIERS OR VENDORS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING THE PLACEMENT OF LISTINGS OR LINKS OR THE PERFORMANCE OR SECURITY OF ITS WEB SITE OR SERVICES
LIMITATION OF LIABILITY
IN NO EVENT SHALL FROMATSHE.COM OR ANY OF ITS SUPPLIERS, VENDORS OR AFFILIATES BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL FROMATSHE'S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE FEES PAID TO FROMATSHE.COM BY ADVERTISER UNDER THIS AGREEMENT DURING THE SIX MONTH PERIOD PRIOR TO THE TIME THE APPLICABLE CLAIM ACCRUED.
In no event shall Advertiser collect, or cause or permit the collection of, any Personal Information (as defined below) from users of FromAtoSHE's site while such users are browsing or viewing FromAtoSHE's sites, or place any file or code, including cookies, on the personal computers of users of FromAtoSHE's sites while such users are browsing or viewing FromAtSHE's sites. FromAtoSHE's privacy policies shall apply to users of FromAtoSHE's Web Site while users are browsing or viewing FromAtoSHE's site, and Advertiser shall comply with same. FromAtoSHE shall own all information relating to user access to FromAtoSHE's site, including, but not limited to, all Personal Information, demographics and usage information gathered therefrom. 'Personal Information' includes an individual's name, address, e-mail address, age, date of birth, credit card or other financial information, or any other contact or personal information about an individual or from which the personal information about an individual can be derived.
RESERVATION OF RIGHTS
Advertiser agrees that FromAtoSHE retains all right, title and interest in and to FromAtoSHE's technology, services and other intellectual property rights. Advertiser agrees that it will not reproduce, distribute, alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided by FromAtShe.com, except as explicitly provided herein or approved in advance in writing by FromAtoSHE.
FromAtoSHE reserves the right, in its sole discretion, to (i) remove Advertiser's Listing and/or cancel Advertiser's account for any reason or no reason; (ii) change the fees for Listing; (iii) change the procedures or rules for obtaining or maintaining a Listing; (iv) alter the content or other aspect of any Listing; and (v) discontinue Listing and/or the FromAtoSHE Directory or website. Payment of Advertiser's fee will not guarantee that Advertiser's listing(s), link(s) and/or account will remain on the FromAtoSHE Directory or website if Advertiser or Advertiser's listing is deemed to be in violation of any term or condition of this Agreement. Upon any termination or expiration of this Agreement, Advertiser shall promptly pay FromAtoSHE all moneys due hereunder.
Receipt times of all submissions, notices and other correspondences and transactions via the FromAtoSHE site are measured based on receipt by FromAtoSHE's servers. This Agreement: (a) shall be governed by and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law; (b) constitutes the complete and entire expression of the agreement between the parties with respect to the subject matter hereof; and (c) shall supersede any and all other agreements, whether written or oral, between the parties, including, without limitation, any print, online and electronic promotional materials. All waivers hereunder by FromAtoSHE must be expressly made in writing. Should any provision of this contract be held to be void, invalid, or inoperative, such provision shall be modified to reflect the fullest enforceable intent of the parties, or if such modification is not possible, severed, and the remaining provisions of this contract shall not be affected and shall continue in full force and effect. Exclusive venue for all disputes arising out of or related to this Agreement shall be the state and federal courts located in New York County, New York, and each party hereby irrevocably consents thereto. Any rights or obligations hereunder may not be transferred or assigned by Advertiser without the prior written consent of FromAtoSHE. FromAtoSHE may freely assign and delegate the Agreement and any of its rights and obligations hereunder.