Last Updated: January 12th, 2023

Use of Site

These Terms & Conditions apply to all activity occurring on our websites (upwardwomen.org & upwardmen.org), including all pages on the upwardwomen.org domain and upwardmen.org domain, any related domains, third-party domains hosting UPWARD intellectual property, and UPWARD bulletin boards, community sites, blogs, apps, social networking properties, member databases, and internal or e-mail submissions and any other media form or channel related thereto, regardless of whether they are specifically referenced herein (collectively, the “Sites” and such access to and activity occurring on such Sites, collectively, “the Services”) and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and UPWARD – Uniting Professional Women Accelerating Relationships & Development (“UPWARD”, “we”, “us” or “our”), concerning your access to and use of the Services.

We welcome both members and non-members to use our Sites. Whether you are a visitor using the public-accessible Sites or one of our members using the members-only features on the Sites, your use of the Sites or the Services indicates your acceptance of these terms.

By using the Services, you warrant that: (a) you are 18 years of age or older and of legal age to enter into a binding agreement; (b) you are competent to understand and abide by these Terms & Conditions; (c) you have read and understand these Terms & Conditions; (d) you agree that these Terms & Conditions are valid; (e) you have entered into a legal agreement with UPWARD; (f) you agree to abide by these Terms & Conditions during your use of the Sites and Services; (g) all registration information you submit to us will be true, accurate, current, and complete; (h) you will maintain the accuracy of such information and promptly update such registration information as necessary; (i) you will not access the Services through automated or non-human means, whether through a bot, script, or otherwise; (j) you will not use the Services for any illegal or unauthorized purpose; and (k) your use of the Services will not violate any applicable law or regulation.

If you provide any information to us that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

Supplemental terms and conditions or documents that may be posted on the Sites from time to time are hereby expressly incorporated herein by reference. Please be aware that UPWARD may, at its sole discretion, amend these Terms & Conditions from time to time, when this occurs, we will update the “Last updated” date of these Terms & Conditions, and you waive any right to receive specific notice of each such change. Your continued use of the Services further warrants that you accept any amendments UPWARD may make.

IF YOU DO NOT AGREE WITH ALL OF THESE TERMS & CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

UPWARD Membership Benefits

UPWARD provides services through a free membership platform:

• Free Membership Program: UPWARD offers a free membership for individuals who want to see the value of an UPWARD membership which provides networking opportunities, content, and resources. You can enroll in a Free Individual Membership by clicking on the Membership link under the Memberships page.

• Corporate Memberships: Membership packages for entire companies or their ERGs are available at a corporate rate under a separate agreement, and also include a private company portal, customized onboarding and personalized support for your organization.

User Registration

You may be required to register with the Site. You agree to keep your password to the Sites confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Once you create your account, via MyUPWARD, it will become active after a quick vetting process.  Once your account is activated, your membership profile will be setup and you will be able to login to complete your profile. Premium members can immediately register for virtual and in-person events and access the digital learning library.  

Membership Preferences; Cancelling Your Membership

If you wish cancel your membership, you may do so at any time.

Members may cancel their membership by unsubscribing through our mailing list via the “unsubscribe” link from MailChimp. This will remove you from our database.

Your Data

When you visit our Sites or use our Services, the collection, use and sharing of your personal data is subject to our Privacy Policy, available at:  http://www.upwardwomen.org/privacy, the contents of which are hereby incorporated by reference.

User Content

As a member, you will be able to upload and post a great variety of materials and information, including but not limited to messages, photos, events, resources, promotions and other materials (“Content”). This means that you, not UPWARD, have sole responsibility for all of the Content that you upload post, email, transmit or otherwise make available through the Service, and to make sure that you are in compliance with the rules of behavior set forth herein relating to such Content. Any Content that you write, post, upload or link to in connection with your use of the Services is entirely your responsibility.

UPWARD shall have no liability of any kind with respect to any Content posted by you or other users of the Service. You agree that you must assess and bear all risks associated with your use of any Content. In this regard, you may not rely on any Content created by other members or otherwise created, distributed and displayed on any part of the Service. UPWARD does not control or monitor all of the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.

Content may be viewable by other users of the Services and through third-party websites. As such, any Content you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Content, you thereby represent and warrant that:

·       The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Content does not and will not infringe the intellectual property rights or privacy rights, including but not limited to the patent, trademark, copyright, trade secret, or moral rights of any third party.

·       You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Sites, and other users of the Services to use your Content in any manner contemplated by the Sites, Services and these Terms & Conditions.

·       You have the written consent, release, and/or permission of each and every identifiable individual person in your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Content in any manner contemplated by the Sites, Services and these Terms & Conditions.

Any use of the Sites or Services in violation of the foregoing violates these Terms & Conditions and may result in, among other things, termination or suspension of your rights to use the Sites.

UPWARD does not own any of the Content you post. By placing Content on the Service you hereby grant to UPWARD a worldwide, irrevocable, royalty-free, fully paid-up, unlimited, freely transferable, sublicensable and non-exclusive license to publicly display, modify, reproduce, electronically transmit and distribute your Content, in whole or in part, on the Sites for editorial and promotional purposes of the Site and the right to exploit or promote this Content in connection with the promotion of the Service and other services offered by UPWARD or its related entities.

You acknowledge that UPWARD may or may not pre-screen Content but that UPWARD and its designees shall have the right, but not the obligation, in its sole discretion to pre-screen, refuse, move, edit, and/or delete any Content that violates these Terms and Conditions and/or is otherwise objectionable as determined by UPWARD in its sole discretion.

UPWARD may preserve and store your account information and Content if it believes in good faith that such preservation is necessary to comply with legal or regulatory processes, respond to claims that the Content violates the rights of third parties, and/or to protect the rights, property or personal safety of UPWARD, its users and the public.

Third Party Content

UPWARD may run advertisements and promotions from third parties on the Sites or in connection with the Services. Your business dealings or correspondence with, or participation in promotions of these third parties, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. UPWARD is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Sites or within the Services.

UPWARD Proprietary Rights; Trademarks and Copyrights.

You acknowledge and agree that the Services, and any necessary software used in connection with the Services (“Software”), contain proprietary and confidential information that is the property of UPWARD and its licensors, and is protected by applicable intellectual property and other laws. No rights or title to any of the Software used in connection with any Service is provided, transferred or assigned to you. You further acknowledge and agree that content contained in advertisements or information presented to you through the Service or advertisers is protected by copyright, trademarks, service marks, trade secrets, patent, privacy, and/or other proprietary rights and laws. Except as expressly authorized by UPWARD or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or Software, in whole or in part, at any time. You may not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Software or any related technology that is not open source. You also acknowledge UPWARD’s exclusive rights in the UPWARD trademarks, service marks, logos, trade names and copyrighted works. Trademarks, service marks, logos, trade names and copyrighted works appearing on the Sites are the property of UPWARD or the party that provided such intellectual property to UPWARD. UPWARD and any party that provides intellectual property to UPWARD retains all rights with respect to any of their respective intellectual property appearing on the Sites, and no rights in such materials are transferred or assigned to you, in whole or in part, at any time.

In UPWARD’s sole discretion, if a user is found to be in breach of these Terms & Conditions, UPWARD reserves the right to terminate such user’s membership status. UPWARD expressly reserves all other rights and remedies that may be available in the event of such a breach.

Confidentiality Information

“Confidential Information” means any and all information disclosed by UPWARD (“Discloser”) to You (“Recipient”) in connection with these Terms & Conditions or via the Services that is marked “confidential” or “proprietary”, as well as any information disclosed to Recipient which should reasonably be understood to be confidential or proprietary even if it is unmarked, including without limitation, trade secrets, databases,  manuals, information concerning Discloser’s plans, customers, personnel, marketing or sales plans, pricing or pricing strategies, operational techniques, strategic plans, and business information. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets.

Recipient shall not use Confidential Information for any purpose other than to perform its obligations under these Terms & Conditions (the “Purpose”). Recipient will not disclose Confidential Information to any other third party without Discloser’s prior written consent. Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.

Recipient agrees that breach of this Section would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

Survival. The obligations with respect to nondisclosure and use of the Confidential Information will survive any termination or expiration of these Terms & Conditions.

Retention of Rights. These Terms & Conditions does not transfer ownership of Confidential Information. Discloser will retain all right, title, and interest in and to all Confidential Information.

Acceptable Use

You agree that the UPWARD membership experience may be devalued by users who violate these Terms & Conditions to the detriment of the UPWARD user community. To maintain the ongoing high quality of our community, you agree to the following rules related to the use of the Services:

• You are solely responsible for your own communications and Content including any data, images, graphics, text, audio, video, email, links, and/or screen names you post to the site. You agree to use the Service to post and receive communications and Content that are legal and proper.

• You must not abuse, defame, harass, stalk, threaten, intimidate, or otherwise violate the legal rights of others.

• You must not ridicule, mock or disparage others.

• You must not violate the privacy or publicity rights of others.

• You may not provide Content that is false, inaccurate or misleading.

• You must not upload, post or link to any material that is inappropriate, defamatory, infringing, obscene, vulgar, libelous, slanderous, hateful or offensive, particularly in connection with race, national origin, gender, sexual preference, or physical handicap, or otherwise objectionable (as determined by UPWARD), or unlawful (or promote or provide instructional information about illegal activities or communications that could reasonably cause damage, loss, harm, or injury to any individual or group).

• You must not post, upload or link to (a) anything that promotes or distributes pyramid schemes, multi-level marketing or chain letters, or (b) other disruptive, illegal or immoral communications of any kind.

• You must not post, upload or link to anything that harvests or otherwise collects information about other users, including without limitation addresses, phone numbers, e-mail addresses, and/or health or financial information of any kind, without the users’ prior express consent in each instance.

• You must not upload or post anything that infringes any patent, trademark, copyright, trade secret, moral rights or other intellectual property or other legal right of a third party without the prior written permission from the third party in each instance, which written permission you agree to disclose to us at any time on our request (subject to all applicable laws).

• You must not intentionally download any material that you know or should reasonably know cannot be distributed legally.

• You must not impersonate another person, group of people, or entity at any times, which includes not using anyone else’s username or password.

• You must not use the Services for any illegal, immoral, or unauthorized purpose.

• You must abide by all applicable Federal, State and local laws. If you are outside the United States, you must comply with all local laws as well with respect to your online conduct and acceptable Content, including without limitation the exportation of data to the United States or to your country or residence.

• You cannot modify, edit, or delete any content and communications of the Sites and/or of other individuals other than your own Content.

• You must not transmit any viruses, worms, defects, Trojan Horses or any items and/or computer code, files or programs of a destructive nature and/or otherwise designed to interrupt or limit the functionality of any computer software or hardware or telecommunications device on or in the Services.

• You must not transmit or allow access or distribution of any spiders, robots or other information gathering computer programs or routines or their equivalents on or in the Service,

• You must not interfere with or disrupt the Services, any other individuals use of the Services, any servers or networks connected with the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services.

• You cannot create member accounts under any false or fraudulent pretenses (including by automated means).

• You cannot use UPWARD, or any UPWARD related entity’s service marks, trademarks, logos or trade names, which you acknowledge here to be valid, subsisting and enforceable without impediment, and you will not expressly or by implication create the false or misleading impression that UPWARD or any UPWARD related entity is associated with, or endorses, or is in any way connected with you, your business, or your Content.

• You must maintain control over the secrecy of all access information, including usernames and passwords, used to gain access to the Services.

• You must refrain from any activity that is competitive with or detrimental to UPWARD or any of its affiliates or partners.

• You must refrain from any other conduct which might place UPWARD members, UPWARD itself or UPWARD’s related entities in a negative light

Disclaimer of Warranties

YOUR USE OF THE SITES IS AT YOUR OWN RISK. THE SITES, THE SERVICE, CONTENT AND ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. UPWARD DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. UPWARD DOES NOT WARRANT THAT ANY FUNCTION, CONTENT, OR INFORMATION CONTAINED ON THE SITES OR ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. UPWARD DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULTS OF THE USE, OF ANY SERVICE, ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES, OR  ANY CONTENT ON THE SITES WITH RESPECT TO ITS ACCURACY, RELIABILITY, OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT AND ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND UPWARD MAY MAKE CHANGES OR IMPROVEMENTS TO THE SERVICE AT ANY TIME. UPWARD MAKES NO WARRANTY THAT YOUR USE OF THE CONTENT OR ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN ANY CONTENT AND ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES.

Limitation of Liability / Legal Conditions

NEITHER UPWARD NOR ANY OF UPWARD’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE), ARISING FROM OR OTHERWISE RELATED TO YOUR USE, OF OR INABILITY TO USE, THE SITES, THE SERVICES OR CONTENT, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ATTORNEYS’ FEES, OR DAMAGES BASED ON LOST DATA OR LOST PROFIT, EVEN IF UPWARD HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, UPWARD WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE SERVICES AND ASSOCIATED SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF THE SERVICES, OR FROM YOUR DOWNLOADING OF ANY CONTENT OR MATERIALS FROM THE SERVICES, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON UPWARD’S COMPUTERS AND/OR SERVERS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS & CONDITIONS, AS TO ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW, UPWARD’S MAXIMUM LIABILITY AND USERS’ SOLE REMEDY FOR ANY CAUSE OF ACTION WHATSOEVER SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF FEES PAID TO UPWARD FOR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE UNDERLYING CLAIM OR $100.

Indemnification

Users agree to indemnify, defend and hold harmless UPWARD, its subsidies, affiliates, officers, agents, and other partners and employees, harmless from any and all losses, costs, injuries, liabilities, claims, damages, or demands of any kind, including actual attorneys’ fees and related costs, made by or arising out of your breach of these Terms & Conditions or your violation of any rights of another or any applicable law, rule or regulation, your Content or your use of the Sites or Services.  Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

Choice of Law / Arbitration

You agree that all disputes shall be governed by the law of the State of Illinois, without regard to any other principles, including conflicts of law, comity of nations or any United Nations convention. Any dispute arising out of UPWARD membership or use of the Services or Proprietary Information shall be settled by arbitration in accordance with the rules of the U.S. Arbitration Act, as administered by the American Arbitration Association. Users agree that any arbitration should be held within Cook County, Illinois, before a panel of three neutral arbitrators. Further, users agree that any arbitration award in favor of users under these Terms & Conditions shall not include any consequential, exemplary, special or otherwise punitive damages unless such damages are made non-waivable by applicable statute. Finally, users agree that the result of any such arbitration shall remain confidential and subject to the entry of a suitable non-disclosure order.

Notification of Claimed Infringement

We respect the intellectual property rights of others and expect you to do the same. In appropriate circumstances, and at our sole discretion, we may terminate and/or disable access to and use of the Services by you if you are suspected of infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances, and in our sole discretion, we may remove or disable access to material on any of the Sites or hosted on our systems that may be infringing or the subject of infringing activity.

In accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (“DMCA”), we will respond promptly to claims of copyright infringement reported to our agent designated to receive notifications of infringement claims (“Designated Agent”). If you believe that any material within the Services infringes upon your copyright, pursuant to the DMCA, please send a written notice to our Designated Agent that substantially includes the following:

1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;

2. Identification of the copyrighted work claimed to have been infringed;

3. Identification of the material that is claimed to be infringing and information reasonably sufficient to help us locate the material;

4. Information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and email address;

5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6. A statement that the information in the notice is accurate, and under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.

The written notice, along with any accompanying items, must be submitted to our Designated Agent at:

UPWARD

ATTN: DMCA Claim

19630 Allendale Ave, #2156

Saratoga, CA  95070

You may also email any claims to: info@upwardwomen.org. If you send your notice by email, please make sure to write “DMCA Copyright Notice” in the subject line. We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

Electronic Communications, Transactions, and Signatures

Visiting the Sites, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Sites, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Miscellaneous

You agree that these Terms & Conditions and the associated Privacy Policy constitute the complete agreement between you and UPWARD, and that any other purported agreement, in any form, is wholly superseded. The section headings used herein are for convenience only and shall not be given any legal import. Should any provision of these Terms & Conditions with UPWARD be found by a court of competent jurisdiction to be unconscionable or otherwise invalid or unenforceable, all other terms shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.