WeVow Membership Terms & Conditions

We would like to thank you for becoming a Member of WeVow and making a commitment to eradicating all workplace sexual violence and harassment from your organization. The following Member Terms and Conditions of Use ("Member Terms") will establish each of our respective legal rights and remedies with respect to the WeVow program and services, including your agreement to resolve any disputes between your organization and WeVow by way of individual arbitration, as opposed to any sort of class action or jury trial.

1. INTRODUCTION

Thank you for choosing WeVow to assist you in managing issues related to potential sexual misconduct in your workplace(s). We here at WeVow ("WeVow", "we", "us", "our") understand that by using our services you are seeking to protect your employees from workplace sexual misconduct, to provide resources for and access to critical counseling services, and to strengthen your organization's policies in responding to reports of sexual misconduct. While we cannot guarantee any particular results, we do hope that your use of our services helps to navigate an otherwise challenging and complicated Human Resources issue.

By registering your organization for WeVow's Services, websites, and interactive internet-based applications ("WeVow Services" or "Services"), or by accessing any content or material that is made available by WeVow ("WeVow Content" or "Content"), the Member organization ("you", "your") agrees that you have read and understood these Member Terms and you agree to be bound by and to adhere to them. You further understand that this is a binding agreement between you and WeVow, LLC. Your agreement to these Member Terms includes and incorporates our Privacy Policy, and you agree that these Member Terms may from time to time be updated and/or modified at WeVow's sole discretion.

Furthermore, by registering your organization for WeVow's Services, you expressly agree and understand that WeVow is not intended to be and is not a substitute for your organization's own Human Resources and/or management department(s). WeVow is only a tool to assist in the handling of workplace sexual misconduct. To that end, you expressly agree and understand that WeVow shall have no liability to you or your employees for the handling or failure to handle any issue pertaining to workplace sexual misconduct. You further agree to fully indemnify and defend WeVow against any and all allegations brought by any of your employees concerning any handling (or failure to handle) any issue pertaining to workplace sexual misconduct.

2. MODIFICATION OF TERMS

Due to changes in legal requirements, our scope of Services, and/or for any other reason, we reserve the right to update and/or modify these Member Terms in our sole discretion. Should we make any material changes to these Member Terms, we may provide notice to you as we deem necessary under the circumstances. However, the Member Terms that will apply to your use of the Services or the Content will be those that are most current on the WeVow website at any given time. Your continued use of the Services or the Content will constitute your Agreement to be bound by all updates and modifications to these Member Terms.

By engaging WeVow's Services for your organization, you agree that nothing in these Member Terms shall operate to restrict or otherwise be construed as restricting the manner in which WeVow provides its Services, including any particular pricing model, provision of resource, selection of resource providers, or any other aspect of how WeVow Services are provided.

3. GENERAL RESTRICTIONS ON USE

You agree that all WeVow Services and Content are the sole and exclusive property of WeVow. By your use of the Services and corresponding assent to these Member Terms, WeVow grants to you a nonexclusive and limited license, which is neither transferrable nor assignable, to access and use the Services and Content whether via the WeVow website and/or any other medium. You agree not to copy, duplicate, distribute, reproduce, sell, resell or otherwise use any portion of or any information from the WeVow Services or Content for any purpose inconsistent with the Services provided to you by WeVow. You are permitted to access WeVow Services and Content, subject to your compliance with these Member Terms.

We expressly reserve all rights not otherwise addressed by these Member Terms, including but not limited to the right to suspend, revoke and/or terminate your organization's access to WeVow Services and Content at any time, with or without notice, in whole or in part, and without liability to WeVow, if it is determined that you have not or are not complying with these Member Terms. You agree that WeVow's right to suspend, revoke and/or terminate your access to and use of the Services and Content may be enforced at WeVow's sole discretion and without liability to you or any third party.

4. MEMBER ADMIN ACCOUNTS

WeVow's Services are provided primarily through an online platform. Accordingly, your use of WeVow's Services for your organization requires you to create certain HR Admin Accounts for the Member organization, including the organization's name, the identification of the authorized users authorized to have access to the online platform for the Member's HR Admin Accounts, and any other instructions or requirements pertinent to your use of the Online Service. You and your authorized users are responsible for (a) protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other credentials and login information that have been provided to you or that are generated in connection with your use of the Services and (b) all activities that occur in connection with your organization's account. You agree to provide true, current and accurate information to WeVow as required for your authorized users and employees to access and use the Services and you will update the same information as necessary from time to time.

5. EMPLOYEE ACCOUNTS

While general access to the WeVow website is available to the general public without the creation of an Employee Account, access to the Services and Content will require your employees to create an Employee Account. Those Employee Accounts shall be subject to the Terms and Conditions applicable thereto and our Privacy Policy. To enable your employees to create an Employee Account, you must first Register your organization with WeVow and become a Member. Employee Account usernames and passwords are and shall remain confidential to them, and they are responsible for maintaining the confidentiality and integrity of the same. Under no circumstances will WeVow provide any login information for any Employee Account to a Member organization or a Member's representatives. Likewise, your employees may not permit or provide access to their Employee Account to any other person for any purpose, including to the Member organization, nor may they access or use any other person's Employee Account. You agree to immediately notify WeVow if you discover any unauthorized access to or use of any Employee Account. WeVow reserves the right to require your employees to change their respective usernames and/or passwords if it determines, in its sole discretion and for any reason, that any information has been compromised or that any Employee Account, username, or password is no longer confidential. In the event that you withdraw from WeVow's Services, all Employee Accounts within your organization will first be suspended and, if Services are not reinstated, ultimately deleted. In the event that an employee's employment with you is terminated, whether voluntarily or involuntarily, that employee's Employee Account will likewise first be suspended and then ultimately deleted.

6. OWNERSHIP OF WEVOW CONTENT

By your use of the Services, you acknowledge and agree that WeVow owns all rights to, title to and interest in the Services and the Content, and to any and all proprietary and confidential information contained therein. The Services and Content are protected by applicable intellectual property and other laws, including copyright law, trademark law, unfair competition law, trade secret law, and any and all other laws governing the protectability of proprietary rights, and any and all renewals, extensions and restorations thereof.

You agree that you will not, alone or in conjunction with any other person, (a) modify, copy, adapt, or otherwise reproduce (with or without alteration) the Services or Content; (b) distribute, convey, transfer, sell or license the Services or Content; (c) circumvent, compromise or defeat any security measures implemented in and through the Services and Content; or (d) remove, obscure, or alter WeVow's (or any third-party's) copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed through the WeVow Services. You further acknowledge that the Services and Content may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by WeVow or by affiliated or unaffiliated third parties that are protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws, and that these rights are valid and are likewise protected in all forms, media and technologies.

7. PRIVACY POLICY

Although WeVow obtains and/or maintains very little information about each Member and Employee, it does collect, store and use limited data supplied by the Member and the Employees. This information is subject to WeVow's Privacy Policy, which is expressly incorporated into these Member Terms. Please carefully review WeVow's Privacy Policy, which may also be updated from time to time at WeVow's sole discretion.

8. EXTERNAL RESOURCES

From time to time, WeVow may provide links and/or access to other websites, information, or other resources available on the internet, external to WeVow's own Services and Content. Because WeVow has no control over such external resources, you agree that WeVow is not responsible for the availability or content of such external resources. You further agree that by offering these external resources, WeVow does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such external resources, or for any privacy or other practices of the third parties operating those external resources. You further acknowledge and agree that WeVow 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 your use of or reliance on any such content, goods or services available on or through any such external resource. You should review any separate terms of use and privacy policies governing use of these external resources, as may be available from the third parties managing and/or owning such external resources.

9. PROHIBITED CONDUCT

WeVow provides a platform through which employees may report inappropriate sexual misconduct in the workplace. In order for WeVow to provide the best Services and protections possible, it is imperative that WeVow's Services not be misused or abused. You agree not to engage in unacceptable use of the WeVow Services or any part thereof, which includes, without limitation: (a) use of the Services to report and/or modify any report of any information in any manner that is or to a reasonable person may be false, fraudulent, unlawful, tortious, abusive, defamatory, libelous, harassing, threatening, or malicious; (b) use of the Services to interfere, disrupt or attempt to gain unauthorized access to any Employee Accounts with the WeVow Services, to restricted portions of the WeVow Services, to unauthorized Content, or any other computer network or equipment; (c) use of the Services to post, store or disseminate viruses, Trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (d) use of the Services to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (e) use of any manual or automated software, devices or other processes to "crawl" or "spider" any web pages contained in the WeVow website and interactive internet-based applications (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Services); (f) use of the Services to gain competitive intelligence about WeVow or its affiliates, the Services or anything else offered via the WeVow programs or to otherwise compete with WeVow or its affiliates; (g) framing or otherwise simulating the appearance or functions of the Services or any portion thereof; (h) harvesting or otherwise collecting any information about other users; or (i) use of the Services to engage in any activity that, as determined by WeVow, may intentionally or unintentionally violate these Member Terms of Use or any applicable laws or regulations.

10. USER SUPPORT

We at WeVow want you to have the best experience possible in your use of and access to the WeVow Services and Content. Should you encounter any difficulties or problems in your use of these Services, please submit an inquiry to us using the Contact Us link available through the WeVow website. We will use our best efforts to respond to any inquiries in a timely fashion, but we cannot guarantee any particular response, nor can we guarantee any particular time frame for our response. WeVow is not responsible for your organization's Human Resources policies and/or procedures, nor are we responsible for your responses to any employee reports. All inquiries received by WeVow regarding the handling of a report or complaint, or otherwise regarding your organization's specific policies and procedures, will be directed to you via your Human Resources department or other appropriate management personnel.

11. TERM AND TERMINATION

Effective as of the date and time that you first register your organization for the WeVow Services and/or you first access the WeVow Content, you agree to be bound and are bound to these Member Terms. These Member Terms, as updated and/or modified from time to time at WeVow's sole discretion, will continue to be in full force and effect until and unless your Membership is terminated, whether voluntarily or involuntarily. You agree that WeVow may suspend or terminate your Membership at any time, including but not limited to in the event of your actual or suspected violation of these Member Terms. If WeVow suspends or terminates your Membership, you agree that WeVow shall have no liability or responsibility to you. This section will be enforced to the extent permissible by applicable law. You may terminate your own Membership and/or use of the Services or Content at any time.

Notwithstanding the foregoing, Sections 1, 3, 4, 5, 6, 7, 8, 11, 12, 13, 14 and 15, and all other Member Terms contained herein regarding the intellectual property rights and/or liability of WeVow and/or any third-party shall and do remain in full force and effect even after your use of the Services has terminated, regardless of whether that termination is voluntary or involuntary.

12. DISCLAIMER OF WARRANTIES

WEVOW ENDEAVORS TO PROVIDE YOU WITH THE BEST SERVICES POSSIBLE. NONETHELESS, YOU UNDERSTAND AND AGREE THAT THE SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND. YOU AGREE THAT YOUR USE OF THE WEVOW SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEVOW AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER WEVOW NOR ANY OWNER OF CONTENT WARRANTS THAT THE SERVICES ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, WEVOW MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE WEVOW SERVICES OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT WEVOW IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE WEVOW SERVICES. AS WITH ANY USE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM WEVOW SHALL CREATE ANY WARRANTY ON BEHALF OF WEVOW IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.

13. LIMITATION OF LIABILITY

YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE WEVOW SERVICES IS TO STOP USING THE WEVOW SERVICES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WEVOW SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WEVOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICES OR CONTENT; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, LEGAL OR OTHERWISE, RESULTING FROM ANY INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ACCOUNT, CONTENT OR DATA; (D) THE USE OR THE INABILITY TO USE THE SERVICES OR CONTENT OF ANY THIRD PARTY AFFILIATE, PARTNER, OR OTHER ENTITY TO WHICH YOU ARE INTRODUCED OR GIVEN ACCESS BY WAY OF THE WEVOW SERVICES OR CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE SERVICES OR CONTENT. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.

14. RELEASE AND INDEMNIFICATION

You agree to release WeVow, its members, managers, officers, employees and agents, from any and all liability and obligations whatsoever in connection with or arising from your use of the Services and/or Content. If at any time you are not satisfied with the Services, your sole remedy is cessation of use thereof. You further agree to defend, indemnify and hold harmless WeVow, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys' fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Services and/or Content, or any part thereof; (b) any third party services you access or obtain through the WeVow Services; (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under these Member Terms; (d) infringement or misappropriation of any intellectual property or other rights of WeVow or third parties by you; (e) any negligence or willful misconduct by you; or (f) any other claim related to your performance under these Member Terms.

15. MANDATORY ARBITRATION AGREEMENT

Any dispute, claim or controversy arising out of or relating to the WeVow Services or Content, these Member Terms (including the WeVow Privacy Policy), including the determination of the scope or applicability of this agreement to arbitrate (a "Dispute"), shall be determined by arbitration in the locale where your employment is based, before a single arbitrator. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with AAA Consumer Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This provision shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

The arbitration will be commenced by the claimant Party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing Party. Within thirty (30) calendar days of the date the demand for arbitration is filed, the Parties will select an arbitrator by following the AAA Consumer Arbitration Rules' appointment procedures. Except as may be required by law, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration under this Agreement without the prior written consent of both Parties. The arbitrator's award will be in writing accompanied by a reasoned opinion and a written statement of the essential findings and conclusions on which the award is based. The arbitrator shall determine how the costs and expenses of the arbitration will be allocated between the Parties, and may award attorneys' fees. In any arbitration arising out of or related to these Member Terms and your use of or access to the Services, you agree that the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits, or any punitive to exemplary damages, against WeVow, its members, principals, managers, employees, or agents.

BY USING THE SERVICES AND/OR ACCESSING THE CONTENT, YOU HEREBY AGREE THAT IF YOU DO NOT FILE A DEMAND TO ARBITRATE A DISPUTE WITHIN ONE (1) YEAR AFTER THE DISPUTE ACCRUES, YOU WILL BE PERMANENTLY BARRED FROM RAISING ANY CLAIM OR CAUSE OF ACTION RELATED TO THAT DISPUTE.

YOU FURTHER AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NOTWITHSTANDING THE ARBITRATOR'S POWER TO RULE ON HIS OR HER OWN JURISDICTION AND THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE, YOU AGREE THAT THE ARBITRATOR SHALL HAVE NO POWER TO RULE ON THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THIS SECTION WILL REMAIN IN FORCE.

16. GOVERNING LAW

These Member Terms and WeVow's Services and Content, and the rights of the parties hereunder, shall be governed by and construed in accordance with the laws of the state of Idaho, exclusive of conflict or choice of law rules. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

17. ENTIRE AGREEMENT

These Member Terms, including the Privacy Policy and any other additional terms referenced herein, constitutes the complete and exclusive statement of the agreements between the parties with respect to WeVow's Services and Content, and, unless otherwise expressly provided herein, they supersede any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Services or Content. The provisions of these Member Terms that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, proprietary rights, export restrictions, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of these Member Terms, will survive the expiration or termination of your use of the Services to the full extent permitted by law.

18. SEVERABILITY AND WAIVER

Unless as otherwise stated in these Member Terms, should any provision of these Member Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Member Terms, and the application of that provision shall be enforced to the full extent permitted by law.

Any failure by WeVow or any third-party beneficiary to enforce these Member Terms or any provision thereof shall not waive WeVow's or the applicable third-party beneficiary's right to do so.

19. CONTACT US

If you have any questions concerning the WeVow Services, Content, or these Member Terms, please contact WeVow's Customer Service by visiting the Support section of our website.

Thank you for reading and agreeing to our Member Terms. It is our hope that you will find the WeVow Services to be useful and productive in assisting your organization's response to workplace sexual misconduct.

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