1. Ownership and Intellectual Property.
1.1. Content, Site Code and Services. For the avoidance of doubt:
(a) The Content includes, without limitation, those materials, including any and all motion pictures, live action or animated programs, movie trailers, graphic files, images, illustrations, photographs, animations, audio files, video files, text, hyperlinks, interlinks, search engines, designs, logos, information and other content that The Women’s Conference or its suppliers, providers, licensors or affiliates make generally available through the Sites.
(b) The “Site Code” means any and all underlying elements of the Sites, including, without limitation, source code, script, object code, software, protocols, algorithms, data, computer programs and other sets of statements, instruction or programming contained in or underlying the Sites.
(c) The Services include, without limitation, the provision of the Content and any other services offered to you by or through The Women’s Conference, whether through the Sites or otherwise.
1.2. Ownership. The Women’s Conference is the owner and proprietor of the Sites. The Site Code and the Content are owned by The Women’s Conference and/or its suppliers, providers, licensors or affiliates and are offered to you for limited use pursuant to the Agreements.
(a) The Content and the Site Code are protected by applicable domestic and international copyright laws. Unless expressly permitted by The Women’s Conference on the applicable Site, you shall not copy, distribute, publish, perform, modify, download, transmit, transfer, sell, license, reproduce, create derivative works from or based upon, distribute, post, publicly display, frame, link or in any other way exploit any of the Content or the Code, in whole or in part. Links to the Sites, other than to www.californiawomen.org are only permitted upon express written authorization and by arrangement with The Women’s Conference. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
(b) If you believe that any of the Services or Content has been copied or provided in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent, The Women’s Conference, ______________________,
(i) Your name, address, telephone number, and e-mail address;
(ii) A description of the copyrighted work that you claim has been infringed;
(iii) The exact URL or a description of where the alleged infringing material is located;
(iv) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or applicable law;
(v) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
(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.
(c) By any provision of the Agreements, The Women’s Conference does not stipulate that it is a service provider as defined in 17 U.S.C. Section 512c or elsewhere in the law, but merely seeks to preserve any and all exemptions from liability that may be available to it under the copyright law or otherwise. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the Digital Millennium Copyright Act of 1998 (the “DMCA”) permits you to send The Women’s Conference a counter-notice pursuant to the statutory requirements imposed by the DMCA, including, without limitation, a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If The Women’s Conference receives a proper notification (or if The Women’s Conference believes in its sole and absolute discretion) that any materials submitted or posted by you allegedly violate another person’s or entity’s rights, The Women’s Conference reserves the right to withdraw and remove the affected material from the Services or the Sites at any time in The Women’s Conference’s absolute discretion with or without notice. You can find more information about the DMCA on the U.S. Copyright Office website, currently located at http://www.loc.gov/copyright/. You are advised to consult a legal advisor before filing a notice or counter-notice. Please be forewarned that there can be penalties for false claims.
(a) “The Women’s Conference,” “Minerva Awards,” “Its All About WE,” “WE Empower,” “WE Invest,” “WE Care,” “WE Nurture,” “WE Support”, “WE Honor” and all other trademarks and service marks on the Sites are trademarks and service marks belonging to The Women’s Conference or its suppliers, providers, licensors or affiliates (the “Marks”). Any product, service, or trade name other than those owned by The Women’s Conference that identify a third party as the source thereof may, even if not so indicated, be the service mark or trademark of that respective entity or individual. Third party trademarks used on the Sites are used with the permission of such trademark owners and all of their rights are reserved.
(b) The Marks may not be used without the express written permission of The Women’s Conference. The Marks may not be used in connection with any product or service other than as expressly permitted by The Women’s Conference in writing, and may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits The Women’s Conference, its suppliers, providers, licensors and affiliates, the Services, the Sites, the Content or any other product or service of The Women’s Conference, its suppliers, providers, licensors and affiliates. You gain no right to use any Marks or those of any other entity by virtue of your use of the Sites and the Services.
(c) Any unauthorized use of the Marks or any third party trademark is strictly prohibited.
3. Use of the Sites and the Services.
3.1. Nature of the Services. The Women’s Conference offers the Sites, the Services and the Content for entertainment purposes and private exhibition of the Content only.
3.2. User Restrictions.
(a) You may not use the Content in any manner not set forth in the Agreements.
(b) You may not copy, sell, re-sell, lease, rent, sublicense, assign, alter, adapt, transmit, publicly perform or display, distribute, re-distribute, customize, modify, capture, reproduce, edit, exploit, transfer any rights or license in, add to, delete from, create derivative works based upon any portion of the Content, link or forward any web address to the Sites, copy, counterfeit or paste the Content to any other website or web page.
(c) You may not (i) reverse engineer, decompile or disassemble any files containing the Content or otherwise attempt to “crack” the file or obtain its source code, or (ii) remove, or alter any copyright, trademark or other proprietary notice contained in any file containing the Content or the Content itself.
(d) You may not publicly display any portion of the Sites, or any films or other audiovisual or digital works available through the Sites, without a written license signed by a party authorized to legally bind The Women’s Conference to such a contractual arrangement.
(e) You agree and acknowledge that you shall not acquire any ownership rights by downloading any Content from the Service, and any limited right to access granted to you as set forth in Section 2 above does not transfer or grant any ownership rights to you, nor act as waiver any rights of The Women’s Conference, its suppliers, providers, licensors or affiliates, or the copyright owners with respect to any Content.
(f) You agree that links to the Sites are only permitted upon express permission from and arrangement with The Women’s Conference.
(g) You acknowledge and agree that modification of the Content or use of the Content for any other purpose is a violation of The Women’s Conference’s and possibly other third parties’ copyright and proprietary rights.
(h) If you violate any provision of the Agreements, your permission to use the Services, the Content and the Sites automatically terminates and you must immediately destroy any copy you may have of any Content.
(i) Any unauthorized use or exploitation of the Services, the Content, the Sites or the Site Code is strictly prohibited.
(j) You agree not to interrupt, or attempt to interrupt, the operation of the Sites or the provision of the Services in any way.
3.3. Non-Commercial Use Limitation. The Women’s Conference grants you the access described herein for the limited purpose of personal use, and not for any commercial purpose. No business entity (e.g., corporation, partnership, sole proprietorship) is licensed to use the Sites, the Services or the Content. You hereby agree not to use the Sites, the Services or the Content, or any element or portion thereof, for any commercial purpose whatsoever.
3.4. Not Intended for Minors; Objectionable Material.
(a) Some Content might be inappropriate for children. As such, the Sites and the Services are intended for use by persons over the age of eighteen (18) years of age (those persons who are younger than 18 years of age, or such other age as may be required in your jurisdiction, are referred to herein as “Minors”). The Sites, the Services and the Content may be confusing or offensive to Minors. Any Minor should seek consent from his/her legal guardian before using the Sites, the Services or the Content, and such legal guardian should strictly monitor such Minor’s use of the Sites, the Services and the Content. Persons aged between 13 and 18 may use the Sites, the Services and the Content only with the consent of such person’s parent or guardian. If you are aged between 13 and 18 and have not received the consent of your parent or guardian to use the Sites, the Services and the Content or if you are younger than 13, please exit our Sites.
(b) You understand that through your use of the Sites, the Services and the Content you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as such. You agree to use the Sites, the Services and the Content at your sole risk and that The Women’s Conference, its suppliers, providers, licensors and affiliates shall have no liability to you for the type of content that you may access, including without limitation content that you may find offensive, indecent, or objectionable.
3.5. Username; Password. The Women’s Conference may issue you (or you may create) an account, a username and/or password for access to certain portions of the Sites, the Services or the Content. You shall hold and secure any such username or password as strictly confidential. Accordingly, you shall not allow friends, family, business associates or other persons access to or use of such account, username or password. You shall not post the username or password on any website nor transmit it through unsecured sites. The Women’s Conference shall not be responsible whatsoever in the event that your password is misappropriated by a third party.
3.6. Your Information. You agree to provide accurate, current, and complete information required to use the Sites, the Services and the Content as may be required. You further agree to maintain and update your information to keep it accurate, current, and complete. The Women’s Conference may terminate your right to use any or all of the Sites, the Services and the Content if any information you provide is false, inaccurate or incomplete. You agree that The Women’s Conference may store and use the information you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card. You agree that The Women’s Conference may collect and use information consistent with the Agreements. The Women’s Conference shall use reasonable efforts to protect information submitted by you in connection with its services, but you acknowledge and agree that your submission of such information is at your sole risk, and The Women’s Conference hereby disclaims any and all liability to you for any loss or liability relating to such information in any way.
4. Forums and User Content.
4.1. Forums. Certain of the Sites may be, or include, online bulletin boards, chat rooms, community pages or other forums (collectively, the “Forums”). The materials, information and opinions included and/or expressed in or on the Forums (the “Forum Content”) are not necessarily those of The Women’s Conference or any providers of the Content. The Women’s Conference will take reasonable measures to moderate the Forums and delete any objectionable content. However, our moderation services are limited. The Women’s Conference assumes no responsibility and provides no warranties or assurances as to Forum Content. The Women’s Conference may remove any Forum Content without providing notice or incurring liability at any time in its sole discretion. Any use of the Forums will be at your own risk and will be subject to the disclaimers and limitations on liability included herein.
4.2. Submissions, Postings, E-mails and Communications.
(a) The Women’s Conference does not accept unsolicited submissions of concepts, creative ideas, program ideas, Content analysis, Content criticism, suggestions, stories, or other potential content. This is to avoid the possibility of future misunderstanding when projects developed by The Women’s Conference staff or representatives might seem to others to be similar to any submitted materials. Please do not send The Women’s Conference any unsolicited submissions.
(b) From time to time, areas on this website may expressly request submissions of concepts, creative ideas, program ideas, Content analysis, Content criticism, suggestions, stories, or other materials from you (“Invited Submissions”). Where this is the case, please carefully read any specific rules or other terms and conditions which appear elsewhere on the Sites to govern those submissions (“Additional Terms”), since they will affect your legal rights. In addition to any Additional Terms, this Agreement will apply in full to any Invited Submissions you make.
(c) Except as otherwise expressly stated in the Agreements, confidential treatment will not be afforded any materials you send or submit to us, including any Invited Submissions, or any Forum Content.
(d) Please act responsibly when using the Sites. You may only use the Sites, the Services and the Content for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing or transmitting any unlawful material through the Sites. You may not collect or store personal information regarding other users. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that if a third party claims that material you have contributed to the Sites, including any Forum Content, is unlawful, you will bear the burden of establishing that it is lawful. You understand and agree that all materials publicly posted (other than by The Women’s Conference) or privately transmitted on or through the Sites are the sole responsibility of the sender, not The Women’s Conference.
(e) The Women’s Conference requires that you do not post e-mails or submit to or publish through the Sites, including the Forums, or otherwise make available on the Sites, including the Forums, any content, or act in a way, which in our opinion:
(i) libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
(ii) seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
(iii) infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
(iv) violates any law or may be considered to violate any law;
(v) you do not have the right to transmit under any contractual or other relationship (e.g., inside information, proprietary or confidential information received in the context of an employment or a non-disclosure agreement);
(vi) advocates or promotes illegal activity;
(vii) impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
(viii) advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as specifically authorized on this website;
(ix) solicits funds, advertisers or sponsors;
(x) includes programs which contain viruses, worms and/or “Trojan horses” or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
(xi) disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via the website;
(xii) copies any other pages or images on this website except with appropriate authority;
(xiii) includes MP3 format files;
(xiv) amounts to a “pyramid”, “Ponzi”, or similar scheme;
(xv) amounts to “data warehousing”;
(xvi) disobeys any policy or regulations established from time to time regarding use of this website or any networks connected to this website; or
(xvii) contains links to other sites that contain the kind of content, which falls within the descriptions set out at (i) to (xvi) above.
(f) In addition, you are prohibited from removing any sponsorship logos, banners, similar promotional displays and inserts or other material inserted by The Women’s Conference anywhere on the Sites or the Forums.
4.3. Use of Submitted Content.
(a) The Women’s Conference will consider anything you provide or submit to The Women’s Conference and/or contribute to the Sites or the Forums as available for our use free of any obligations to you, except where we have expressly solicited Invited Submissions and those submissions are expressly governed by Additional Terms appearing elsewhere on the Sites, in which event those Additional Terms will determine how we will treat your Invited Submissions.
(b) Subject to the provisions of any Additional Terms, by posting any content to the Sites or the Forums and/or providing any communication or material to The Women’s Conference, other than communications and materials related to maintenance of your account with The Women’s Conference (“User Content”), you automatically and irrevocably:
(i) grant and assign to The Women’s Conference any and all rights in the User Content throughout the world including, without limitation, all copyright, together with all consents (if any) necessary to enable its reproduction, distribution, modification, publishing and/or other exploitation by The Women’s Conference and/or by any person authorized by The Women’s Conference, by any means and in all media now known or hereafter devised, in whole or in part, without payment or other reference to you or any other person, and to advertise and promote such exploitation, for the full period of all such rights (together with any extensions and renewals) and insofar as possible in perpetuity;
(ii) waive all moral rights in the User Content which may be available to you in any part of the world and confirm that no such rights have been asserted;
(iii) appoint The Women’s Conference as your agent with full power to enter into any document and/or do any act The Women’s Conference may consider appropriate to confirm the grant and assignment, consent and waiver set out above;
(iv) warrant that you are the owner of the User Content and entitled to enter into the Agreements;
(v) confirm that no such User Content will be subject to any obligation, of confidence or otherwise, to you or any other person and that The Women’s Conference shall not be liable for any use or disclosure of such User Content.
5. System Requirements and Upgrades.
5.1. Minimum System Requirements. The Services and Content will only be provided on those hardware and software platforms specified on the Sites under the heading of “System Specifications.” It is your responsibility to ensure that you have the appropriate software, hardware and Internet connection to operate the Services. The Women’s Conference reserves the right to cease supporting any hardware or software platform at any time, with or without notice.
6. Termination for Breach/for Any Reason. The Agreements, and any access granted thereunder, shall terminate automatically and immediately if you fail to comply with any of the limitations or requirements described in the Agreements. No notice shall be required from The Women’s Conference to effectuate such termination. In addition, The Women’s Conference reserves the right to terminate the Agreements and discontinue access to the Services at any time for any reason upon posting notice thereof on the Sites in a manner reasonably expected to provide notice.
7. Indemnification, Remedies, Limitation on Liability.
7.1. Indemnity. You shall, at your own expense, defend The Women’s Conference, its agents, employees consultants, contractors, sponsors, partners, suppliers, providers, licensors and/or affiliates against any third party claim, suit or proceeding (“Third Party Claim”) brought against The Women’s Conference, its agents, employees consultants, contractors, sponsors, partners, suppliers, providers, licensors and/or affiliates which arises out of, results from or is related to any breach by you of any of the Agreements or any of the license rights granted thereunder. You shall indemnify and hold The Women’s Conference, suppliers, providers, licensors and affiliates harmless from any damages (including reasonable attorney’s fees) resulting from a Third Party Claim.
7.2. No Warranty. You expressly understand and agree that your use of the Sites, the Services and the Content is at your sole risk and that the Sites, the Services and the Content are provided “as is,” “as available” and “with all faults.” The Women’s Conference, its agents, employees consultants, contractors, sponsors, partners, suppliers, providers, licensors and/or affiliates make no warranty as to the Sites, the Services, or the Content, that the Services will be uninterrupted, timely, secure or error-free, and/or their availability. No advice or information from The Women’s Conference or through or from the Sites, the Services, or the Content, whether oral or written, shall create any warranty. To the maximum extent permitted under applicable law, The Women’s Conference, its agents, employees consultants, contractors, sponsors, partners, suppliers, providers, licensors and/or affiliates disclaim all warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
7.3. Limitation on Liability. In no event shall The Women’s Conference, its agents, employees consultants, contractors, sponsors, partners, suppliers, providers, licensors and/or affiliates be liable for (a) any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data or damage to your hardware or software, even if The Women’s Conference, its agents, employees consultants, contractors, sponsors, partners, suppliers, providers, licensors and/or affiliates have been advised of the possibility of such loss or damage. The foregoing shall apply regardless of the negligence or other fault of The Women’s Conference, its agents, employees consultants, contractors, sponsors, partners, suppliers, providers, licensors and/or affiliates and regardless of whether such liability is based on contract, negligence, tort, or any other theory of legal liability. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, some of the limitations in this section may not apply to you.
8.1. Modification of Services. The Women’s Conference reserves the right, at its sole discretion, to update, change, modify, enhance, add or remove any portion of the Sites, the Services, the Content or the Agreements, in whole or in part, at any time. Changes to the Agreements will be effective when posted. You agree to review the periodically review the Agreements so that you are aware of any changes. By continuing to use the Sites, the Services or the Content after any changes to the Sites, the Services, the Content or the Agreements are made or posted, you agree to accept the changes and, with respect to any changes to any Agreement, to be bound thereby.
8.2. Links from the Sites. The Sites and the Services contain links to various third party websites and other resources (“Linked Entities”). These Linked Entities (other than a domain which ends in californiawomen.org) are not under the control of The Women’s Conference and The Women’s Conference is not responsible or liable for the content, communications or materials of any Linked Entities. The Women’s Conference is providing these links to you as a convenience only. The inclusion of any link does not imply endorsement by The Women’s Conference of the Linked Entity or its products or services, or any association with its operators. You are responsible for adhering to the applicable terms of service for any Linked Entity. You are solely responsible and liable for any interactions you may have with such entities, their sponsors and other third-parties. Your correspondence or business dealings with, or participation in promotions of, third parties or content providers found on or through the Sites, including any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the third party with which you contract. You acknowledge and agree that The Women’s Conference shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party content, goods or services available on or through any Linked Entity.
8.3. No Assignment. You may not assign or otherwise transfer in any way any of the rights and obligations arising out of the Agreements without the prior written consent of The Women’s Conference which may be withheld in its sole and absolute discretion. The Women’s Conference may assign the Agreements or its rights under the Agreements in whole or in part upon written notice to you.
8.4. Governing Law. The Agreements shall be governed by the laws of the State of California, without regard to principles of conflicts of laws.
8.5. Severability. If any provision of any Agreement is determined by any court of competent jurisdiction to be unenforceable, such provision shall be interpreted to have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of any Agreement shall not affect the other provisions thereof, which shall continue in full force and effect.
8.6. Injunctive Relief. You agree that a breach of the Agreements, the license rights granted under the Agreements and/or the restrictions thereon may result in irreparable harm and significant injury to The Women’s Conference, its suppliers, providers, licensors or affiliates, which may be difficult to ascertain. Accordingly, you agree that The Women’s Conference, its agents, employees consultants, contractors, sponsors, partners, suppliers, providers, licensors and/or affiliates, as applicable, shall be entitled to equitable relief, including, without limitation, an immediate injunction enjoining any further breach, in addition to all other remedies available to such party at law or in equity. You expressly agree that jurisdiction for relief sought under this Section shall reside exclusively in the federal and state courts of California.
8.7. Arbitration. This Agreement shall be interpreted and construed in accordance with the substantive laws (and not the law of conflicts) of the State of California and the United States of America with the same force and effect as if fully executed and to be fully performed therein. The parties agree that any and all disputes or controversies of any nature between them arising at any time out of or relating to this Agreement, the breach hereof and/or the scope of the provisions of this Agreement shall be determined by binding arbitration in accordance with the arbitration rules of JAMS (“JAMS”) before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be a retired judge with at least 10 years experience in commercial matters or the television distribution industry and shall be mutually agreed upon by The Women’s Conference and you. If The Women’s Conference and you are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the JAMS. The fees of the Arbitrator shall be borne equally by The Women’s Conference and you, provided that the Arbitrator may require that such fees be borne in such other manner as the Arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitrator must authorize such all discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitrator finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator’s decision. If neither party gives written notice requesting an appeal within 10 Business Days after the issuance of the Statement of Decision, the Arbitrator’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Superior Court, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within 10 business days after the issuance of the Statement of Decision, the award of the Arbitrator shall be appealed to three neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitrator. The appealing party shall file its appellate brief within 30 days after its written notice requesting the appeal and the other party shall file its brief within 30 days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitrator applying the same standards of review and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeals reviewing a judgment of the California Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitrator. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Superior Court, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitrator shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys’ fees of the opposing party, unless the decision of the Arbitrator is reversed, in which event the expenses of the appeal shall be borne as determined by the Appellate Arbitrators. The Arbitrator shall have the power to enter temporary restraining orders, preliminary and permanent injunctions. Prior to the appointment of the Arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, The Women’s Conference and you may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The provisions of this Agreement shall supersede any inconsistent provisions of any prior agreement between the parties.
8.8. Compliance with Laws. You agree to comply with all applicable laws, rules and regulations in connection with your activities under the Agreements, including without limitation the applicable regulations of the U.S. Department of Commerce and the United States Export Administration Act, as amended to assure that the Content and the Software are not exported in violation of the United States laws.
8.9. Entire Agreement; No Waiver. The Agreements constitute the complete and exclusive statement of terms of the agreement between you and The Women’s Conference pertaining to the subject matter thereof. No forbearance or delay by The Women’s Conference in enforcing any terms of the Agreements will be construed as present or future waiver of any terms of such Agreement, nor affect The Women’s Conference’s ability to enforce each and every provision of the such Agreement.
8.10. Written Agreements. The Agreements constitute written agreements between you and The Women’s Conference. A printed version of the Agreements, and of any notice given in electronic form related to the Agreements, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form. You hereby waive any and all defenses you may have based on the electronic form of the Agreements and the lack of signing by the parties hereto to execute the Agreements.
8.11. Force Majeure. The Women’s Conference, its suppliers, providers, licensors and affiliates shall not have any liability to you hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control.
8.12. Descriptive Headings. The headings of the various sections herein are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.