TERMS OF USE

WHAMNOW INC

WEBSITE TERMS OF USE

Welcome to the Women’s Health Access Matters website, located at: https://www.whamnow.org (the “Site”), and operated by WHAMNOW INC (“WHAM”, “we” or “us”). The following terms and conditions (the “Terms”) govern your access to, and use of, all or part of this Site.

By accessing, viewing, downloading or otherwise using the content, materials, products, or services available on or through the Site, you certify that you have read, understand, and agree to be legally bound, both on your behalf and on behalf of the company you represent (collectively, “you”), by these Terms and WHAM’s Privacy Policy. You represent and warrant that you have all the proper authority needed to bind the company you represent to these Terms. You further agree that your use of the Site or any services made available on or through the Site signifies that you fully accept and agree to these Terms. If you do not agree to these Terms, you are not granted permission to use the Site and must exit and discontinue your use of it immediately.

THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER CLAUSE. BY USING THE SITE, YOU ARE ACCEPTING THIS AGREEMENT AND, WHILE YOU MAY STILL PURSUE CLAIMS AGAINST WHAM, YOU ARE AGREEING THAT YOU MUST PURSUE YOUR CLAIMS IN A BINDING ARBITRATION PROCEEDING (AND NOT IN A COURT) AND ONLY ON AN INDIVIDUAL (AND NOT A CLASS ACTION) BASIS. PLEASE READ THESE TERMS CAREFULLY TO UNDERSTAND YOUR RIGHTS AND RESPONSIBILITIES.

WHAM DOES NOT PROVIDE MEDICAL ADVICE, PROFESSIONAL DIAGNOSIS, OR RELATED SERVICES TO YOU OR ANY OTHER INDIVIDUAL. WHAM DOES NOT ENDORSE OR ATTEST TO THE QUALITY OR SUITABILITY OF DATA, INFORMATION, PRODUCTS OR SERVIES OF THIRD PARTIES. SUCH INFORMATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY.

If you have any questions concerning these Terms or wish to exercise your rights as described below, please contact WHAM through email: info@whamnow.org, mail: WHAM, 19 East Elm St, Greenwich, CT 06830, or telephone: (203) 661.1173.

1. License to Use the Site

Subject to these Terms, WHAM hereby grants you a personal, limited, terminable, revocable, non-exclusive, nontransferable, nonsublicenseable license to access and use the Site solely for use in accordance with these Terms. Without limiting any other provisions of these Terms, all content, photographs, and other materials, including the Site, made available to you are the copyrighted work of WHAM or its licensors. Copying or distributing the Site or the Site Content (as defined below) is expressly prohibited.

2. Donations and Payment Processor

The Site allows users to make donations. By accessing the Site, you represent that you have reached the age of majority, which in most jurisdictions is 18 years old, and have the legal capacity to enter into a contract and that you agree to these Terms, and any additional terms presented to you at the time of donation.

WHAM uses a third-party payment processor to process credit card transactions made through the Site. If you or make any donations via the Site with your credit card, the credit card information that you submit to WHAM will be protected by encryption, such as with the Secure Socket Layer (“SSL“) protocol.  Encryption decreases the likelihood that your credit card information will be stolen or intercepted during transmission to WHAM.

3. Intellectual Property

As between you and WHAM, WHAM owns all patent, copyright, trademark, trade secret, ideas, concepts, know-how, documentation or techniques or other intellectual property rights that may exist in the Site, any photographs, graphics, texts, icons, buttons, data or information we include in the Site (“Site Content”). All Site Content is protected pursuant to copyright, trademark, patent, and other applicable laws. You shall not remove or alter any copyright notice or any other proprietary notice on the Site or on any Site Content. All names, trademarks, symbols, slogans, or logos appearing on the Site are proprietary to WHAM or its licensors, clients, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law. Under no circumstances will you have any rights of any kind in or to the Site Content, other than the right to use the Site Content in accordance with these Terms. No right, title or interest in or to the Site or any of the Site Content is transferred to you, and all rights not expressly granted herein are reserved by WHAM. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate patent, copyright, trademark and other laws.

4. Errors, Inaccuracies, and Omissions

We reserve the right to correct any errors, inaccuracies or omissions and to change or update information if any information on the Site is inaccurate at any time without prior notice. We cannot and do not review all communications, products, or services made available on or through the Site, but, although not obligated to, may review, verify, make changes to or remove any Site Content or the Site, including information submitted in connection with the Site Content or other features at any time, with or without notice in our sole discretion.

5. Links To and Features Provided by Third Parties

The Site may contain studies, reports, links or references to other websites of third parties for the convenience of users: (a) in locating information, products, or services that may be of interest; (b) with performing or receiving the services made available through the Site, and complying with any requirements associated with such transactions. These third-party service, websites and other materials may be available directly on the Site or via a link, redirect, plug-in, integrated application, or other technology, and may be recognized automatically by your browser. WHAM does not recommend and expressly disclaims any responsibility for the content, the accuracy of the information, or quality of content, products or services provided by third parties or the transactions you conduct or enter into with third parties. Your use of any third-party content, products, websites or services is at your own risk, and subject to the terms and conditions of such third parties. WHAM encourages you to read the privacy policies and terms of use linked or referenced in connection with third party websites.

6. General Restrictions on Use

You agree to use the Site only for purposes that are permitted by these Terms in compliance with all applicable laws, regulations, and generally accepted practices and guidelines in the relevant jurisdictions. You may only use the Site as authorized in these Terms and for no other purposes.

You will not (and will not attempt to): (a) access the Site by any means other than through the interfaces that are provided by WHAM; (b) gain unauthorized access to WHAM’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site or WHAM’s networks and computer systems; (c) access the Site through any automated means or with any automated features or devices (including use of scripts or web crawlers, data mining, scraping, robots, spiders, or any other data gathering or extraction tools), except to the extent the Site is indexed by general purpose consumer-accessible search engines, such as Google or Bing; (d) access or collect any personally identifiable information, including any names, email addresses or other such information for any purpose, including commercial purposes; (e) reproduce, duplicate, copy, sell, trade, or resell any aspect of the Site for any purpose; (f) upload, post, or otherwise transmit, through the Site, any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing,” or any other form of solicitation, including the solicitation of users to become subscribers of other online information services competitive with WHAM; (g) stalk, harass, or otherwise disturb another person; (h) impersonate another person; or (i) infringe any intellectual property rights of any person or entity, including any trademark rights, rights of publicity, personality, or privacy of any person or entity.

7. Site Access

While WHAM endeavors to ensure that the Site is normally available 24 hours a day, it will not be liable if for any reason it is unavailable at any time or for any period.  Access to the Site may be suspended temporarily and without notice in case of a system failure, maintenance or repair or for reasons beyond our control.  WHAM has the right to terminate or suspend your access to all or part of the Site for any or no reason, including any violation or suspected violation of these Terms.

8. Disclaimers

YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER WHAM NOR ANY PERSON ASSOCIATED WITH WHAM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE SITE, SITE CONTENT, SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS CONTAINED THEREIN. WITHOUT LIMITING THE FOREGOING, NEITHER WHAM NOR ANYONE ASSOCIATED WITH WHAM REPRESENTS OR WARRANTS THAT THE SITE OR ITS CONTENTS WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR SERVICES THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT ARE NOT PERMITTED TO BE EXCLUDED ARE LIMITED TO NINETY (90) DAYS OR SUCH LONGER PERIOD AS APPLICABLE LAW REQUIRES. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SITE REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

You understand that the technical processing and transmission of any Site Content may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. Please be advised that we do not guarantee that any information sent to or from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to us via the Site or the Internet, including personal information such as your name or address.

9. Limitation of Liability

IN NO EVENT WILL WHAM BE LIABLE FOR DAMAGES OTHER THAN ACTUAL AND DIRECT DAMAGES PROVEN EITHER IN A COURT OF LAW OR THROUGH ARBITRATION. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF WHAM AND ITS LICENSORS SHALL BE LIMITED TO THE GREATER OF (A) $100 OR (B) SUCH LARGER AMOUNT AS APPLICABLE LAW REQUIRES.

IN AS MUCH AS PERMITTED BY LAW, AND EXCEPT FOR DAMAGE CAUSED BY WILLFUL INTENT OR GROSS NEGLIGENCE, WHAM AND THEIR AFFILIATES, SUBSIDIARIES AND LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF ANY OF THEM, EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING ANY INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF INCOME, PROFITS, GOODWILL OR DATA) IN CONNECTION WITH (A) THE SITE, SITE CONTENT OR THE PRODUCTS OR SERVICES OBTAINED ON OR THROUGH THE SITE IN ANY WAY OR (B) THE USE, INABILITY TO USE OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO THE SITE OR THE MATERIAL ON SUCH WEBSITES, INCLUDING LOSS OR DAMAGE DUE TO VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF OR BROWSING OF THE SITE OR YOUR USE OF ANY SITE CONTENT OR ANY WEBSITES LINKED TO THE SITE; ALL THE FOREGOING REGARDLESS OF LEGAL THEORY, WHETHER OR NOT YOU OR WE HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE.  IF YOU ARE DISSATISFIED WITH THE SITE, SERVICES, OR WITH ANY OF THESE TERMS, OR FEEL WE HAVE BREACHED THESE TERMS, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

10. Indemnity

You agree to defend, indemnify, and hold harmless WHAM, its parents, subsidiaries, officers, directors, shareholders, members, employees, agents, affiliates, licensors and suppliers, from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys’ fees) arising from: (a) your use of and access to the Site, products, and services; (b) your violation of any of these Terms or WHAM’s Privacy Policy; (c) your fraud, violation of law, negligence, or willful misconduct; and (d) your violation of any third party rights, including intellectual property or privacy rights. This defense and indemnification obligation will survive the termination or cessation of these Terms and your use of the Site. WHAM reserves the right, at WHAM’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate in all reasonable respects in such defense. You may not settle any claim that is referenced or otherwise covered by this Section 10 without the prior written consent of WHAM.

11. Arbitration

You and WHAM agree that any disputes arising from or relating to these Terms or your use of the Site, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, which cannot be resolved informally, shall be submitted to final and binding arbitration before a single arbitrator. Any dispute arising out of these Terms shall be resolved exclusively through final and binding arbitration conducted by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Streamlined Arbitration Rules and Procedures. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual; and an arbitrator must also follow and enforce these Terms, as a court would. All issues are for the arbitrator to decide, except those issues relating to arbitrability and the scope or enforceability of this agreement to arbitrate shall be for a court of competent jurisdiction to decide. Arbitration shall take place in the County and State of Connecticut unless WHAM elects otherwise.

All matters relating to the Site and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to its choice or conflict of law provisions or rules. The arbitrator will decide the substance of all claims in accordance with the laws of the New York. The arbitrator shall not be bound by rulings in prior arbitrations involving different WHAM users, but is bound by rulings in prior arbitrations involving the same WHAM user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

You acknowledge and agree that you and WHAM are each waiving the right to a trial by jury. You further acknowledge and agree that you waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and WHAM otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.

In the event this Section 11 is held unenforceable, then the entirety of this Section 11 will be deemed void. Except as provided in the preceding sentence, this Section 11 will survive termination of the Terms and your use of the Site.

Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction in the County and State of New York to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You consent to jurisdiction over you by and exclusive venue in such a court.

12. Complaint Policy

If you believe that any content or posting on the Site violates your intellectual property or other rights, please notify WHAM at the email address set forth above, providing a written notice containing the following information: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) a description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number, and e-mail address; (e) 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 the law; and (f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

13. Miscellaneous

These Terms and WHAM’s Privacy Policy, constitute the entire legal agreement between you and WHAM regarding the Site and govern your use of the Site and any transactions you may have with WHAM through the Site. These Terms completely replace and supersede any prior agreement or understanding, arrangement, undertaking, or proposal, written or oral, between you and WHAM regarding these matters. In the event any other rule, code of conduct, or other matter posted on the Site conflicts with these Terms, these Terms shall govern. No oral explanation or oral information given by any party shall alter the interpretation of these Terms. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”

You understand that the Site is controlled and operated from within the United States. Without limiting anything else, WHAM makes no representation that the Site, Site Content, services, products, information, or other materials available on, in, or through the Site is appropriate or available for use outside the United States, and access to them from territories where they are illegal is prohibited. If you choose to access the Site from outside the United States, you do so on your own will and you are responsible for compliance with applicable laws.

You understand that WHAM may make changes to these Terms from time to time. Your continued use of the Site following the posting of changes to these Terms will be considered your consent to those changes. When these changes are made, WHAM will make a new copy of the Terms available on the Site. You agree that WHAM is under no obligation to provide you with notices regarding changes to these Terms. You understand that it is your responsibility to check the Terms regularly for changes.

You agree that any failure or delay by WHAM to exercise or enforce any legal right or remedy contained in or made available by these Terms (or that WHAM has the benefit of under any applicable law) will not be taken to be a formal waiver of WHAM’s rights and that those rights or remedies will still be available to WHAM. If any court of law, having the jurisdiction to decide a matter arising out of these Terms, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of the Terms and the remaining provisions will continue to be valid and enforceable.

You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Site, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.

These Terms are binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign these Terms to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion.

Last Updated: [July 29, 2022]

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