1. This template legal document was produced and published by meetalumni.com. 2. We control the copyright in this template, and you may only use this template in accordance with the licensing provisions in our terms and conditions. Those licensing provisions include an obligation to retain the meetalumni incorporated into the template. 3. The current version of our terms and conditions is available at: http://www.meetalumni.com/index.php/terms_conditions. 4. If you would like to use this template without the meetalumni, you can purchase a licence to do so at: 5. You will need to edit this template before use. Guidance notes to help you do so are set out at the end of the template. During the editing process, you should delete those guidance notes and this cover sheet. Square brackets in the body of the document indicate areas that require editorial attention. "ORs" in the body of the document indicate alternative provisions. By the end of the editing process, there should be no square brackets left in the body of the document, and only one alternative from each set of alternatives should remain. Elements may be specified as optional in the accompanying notes, but that does not mean that they are in all cases removable. Depending upon the circumstances, an optional element may be: (i) required by law; or (ii) necessary to ensure that the document is internally consistent. 6. If you have any doubts about the editing or use of this template, you should seek professional legal advice. 7. You may be able to get free legal guidance using our public Q&A system, available at: http://www.meetalumni.com/questions. 8. You can request a quote for legal services (including the adaptation or review of a legal document produced from this template) using this form: http://www.meetalumni.com/request-quote.
2.1 This document was created using a template from meetalumni (http://www.meetalumni.com/). You must retain the above credit, unless you purchase a licence to use this document without the credit. You can purchase a licence at: http://www.website-contracts.co.uk/seqlegal-licences.html. Warning: use of this document without the credit, or without purchasing a licence, is an infringement of copyright.
3. Copyright notice
3.1 Copyright (c) [year(s) of first publication] [full name]. 3.2 Subject to the express provisions of these terms and conditions: (a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and (b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.
4. Licence to use website
4.1 You may: (a) view pages from our website in a web browser; (b) download pages from our website for caching in a web browser; (c) print pages from our website; (d) [stream audio and video files from our website]; and (e) [use [our website services] by means of a web browser], subject to the other provisions of these terms and conditions. 4.2 Except as expressly permitted by Section 4.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer. 4.3 You may only use our website for [your own personal and business purposes], and you must not use our website for any other purposes. 4.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website. 4.5 Unless you own or control the relevant rights in the material, you must not: (a) republish material from our website (including republication on another website); (b) sell, rent or sub-license material from our website; (c) show any material from our website in public; (d) exploit material from our website for a commercial purpose; or (e) redistribute material from our website. 4.6 Notwithstanding Section 4.5, you may redistribute [our newsletter] in [print and electronic form] to [any person]. 4.7 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.
5. Acceptable use
5.1 You must not: (a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website; (b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; (c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software; (d) [conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent]; (e) [access or otherwise interact with our website using any robot, spider or other automated means[, except for the purpose of [search engine indexing]]]; (f) [violate the directives set out in the robots.txt file for our website]; or (g) [use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing)]. [additional list items] 5.2 You must not use data collected from our website to contact individuals, companies or other persons or entities. 5.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is [true, accurate, current, complete and non-misleading].
6. Registration and accounts
6.1 To be eligible for an individual account on our website under this Section 6, you must [be at least 18 years of age and resident in the United Kingdom]. 6.2 You may register for an account with our website by [completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you]. 6.3 You must not allow any other person to use your account to access the website. 6.4 You must notify us in writing immediately if you become aware of any unauthorised use of your account. 6.5 You must not use any other person's account to access the website[, unless you have that person's express permission to do so].
7. User login details
7.1 If you register for an account with our website, [we will provide you with] OR [you will be asked to choose] [a user ID and password]. 7.2 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 10; you must not use your account or user ID for or in connection with the impersonation of any person. 7.3 You must keep your password confidential. 7.4 You must notify us in writing immediately if you become aware of any disclosure of your password. 7.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure. 8. Cancellation and suspension of account
8.1 We may: (a) [suspend your account]; (b) [cancel your account]; and/or (c) [edit your account details], at any time in our sole discretion without notice or explanation. 8.2 You may cancel your account on our website [using your account control panel on the website].
9. Your content: licence
9.1 In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website. 9.2 You grant to us a [worldwide, irrevocable, non-exclusive, royalty-free licence] to [use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media] OR [reproduce, store and publish your content on and in relation to this website and any successor website] OR [reproduce, store and, with your specific consent, publish your content on and in relation to this website]. 9.3 You grant to us the right to sub-license the rights licensed under Section 9.2. 9.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 9.2. 9.5 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law. 9.6 You may edit your content to the extent permitted using the editing functionality made available on our website. 9.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.
10. Your content: rules
10.1 You warrant and represent that your content will comply with these terms and conditions. 10.2 Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). 10.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not: (a) be libellous or maliciously false; (b) be obscene or indecent; (c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right; (d) infringe any right of confidence, right of privacy or right under data protection legislation; (e) constitute negligent advice or contain any negligent statement; (f) constitute an incitement to commit a crime[, instructions for the commission of a crime or the promotion of criminal activity]; (g) be in contempt of any court, or in breach of any court order; (h) be in breach of racial or religious hatred or discrimination legislation; (i) be blasphemous; (j) be in breach of official secrets legislation; (k) be in breach of any contractual obligation owed to any person; (l) [depict violence[ in an explicit, graphic or gratuitous manner]]; (m) [be pornographic[, lewd, suggestive or sexually explicit]]; (n) [be untrue, false, inaccurate or misleading]; (o) [consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage]; (p) [constitute spam]; (q) [be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory]; or (r) [cause annoyance, inconvenience or needless anxiety to any person].
11. Limited warranties
11.1 We do not warrant or represent: (a) the completeness or accuracy of the information published on our website; (b) that the material on the website is up to date; or (c) that the website or any service on the website will remain available. 11.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website. 11.3 To the maximum extent permitted by applicable law and subject to Section 12.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website. 12. Limitations and exclusions of liability
12.1 Nothing in these terms and conditions will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law. 12.2 The limitations and exclusions of liability set out in this Section 12 and elsewhere in these terms and conditions: (a) are subject to Section 12.1; and (b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions. 12.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature. 12.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control. 12.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill. 12.6 We will not be liable to you in respect of any loss or corruption of any data, database or software. 12.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage. 12.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees). 13. Breaches of these terms and conditions
13.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may: (a) send you one or more formal warnings; (b) temporarily suspend your access to our website; (c) permanently prohibit you from accessing our website; (d) block computers using your IP address from accessing our website; (e) contact any or all of your internet service providers and request that they block your access to our website; (f) commence legal action against you, whether for breach of contract or otherwise; and/or (g) [suspend or delete your account on our website]. 13.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking[ (including without limitation [creating and/or using a different account])]. 14. Variation
14.1 We may revise these terms and conditions from time to time. 14.2 [The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.] OR [We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our website.] 14.3 If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website. 15. Assignment
15.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions. 15.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions. 16. Severability
16.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. 16.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. 17. Third party rights
17.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party. 17.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party. 18. Entire agreement
18.1 Subject to Section 12.1, these terms and conditions, together with [our privacy and cookies policy], shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website. 19. Law and jurisdiction 19.1 These terms and conditions shall be governed by and construed in accordance with [… law]. 19.2 Any disputes relating to these terms and conditions shall be subject to the [exclusive] OR [non-exclusive] jurisdiction of the courts of [India]. 20. Statutory and regulatory disclosures
20.1 We are registered in [trade register]; you can find the online version of the register at [URL], and our registration number is [number]. 20.2 We are subject to [authorisation scheme], which is supervised by [supervisory authority]. 20.3 We are registered as [title] with [professional body] in [the….] and are subject to [rules], which can be found at [URL]. 20.4 We subscribe to [code(s) of conduct], which can be consulted electronically at [URL(s)]. 20.5 Our VAT number is [number].
21. Our details
21.1 This website is owned and operated by [name]. 21.2 We are registered in […] under registration number [number], and our registered office is at [address]. 21.3 Our principal place of business is at [address]. 21.4 You can contact us: (a) [by post, using the postal address [given above]]; (b) [using our website contact form]; (c) [by telephone, on [the contact number published on our website from time to time]]; or (d) [by email, using [the email address published on our website from time to time]]. [additional list items]
When you use our products and services, you're agreeing to our terms, so please take a few minutes to read over the User Agreement below. Note: You are entering into a legally binding agreement.
We are a social network and online platform for professionals.
Our mission is to connect the world's professionals to allow them to be more productive and successful. Our services are designed to promote economic opportunity for our members by enabling you and millions of other professionals to meet, exchange ideas, learn, and find opportunities or employees, work, and make decisions in a network of trusted relationships.
2.1. Service Eligibility
Here are some promises you make to us in this Agreement: You're eligible to enter into this Agreement and you are at least our “Minimum Age.” To use the Services, you agree that: (1) you must be the “Minimum Age” (defined below) or older; (2) you will only have one Meetalumni.com account (and/or one or Pulse account, if applicable), which must be in your real name; and (3) you are not already restricted by Meetalumni.com from using the Services. “Minimum Age” means (a) 18 years old for the People's Republic of India and china , (b) 16 years old for the Netherlands, (c) 14 years old for the United States, Canada, Germany, Spain, Australia and South Korea, and (d) 13 years old for all other countries. However, if law requires that you must be older in order for Meetalumni.com to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age. The Services are not for use by anyone under the age of 13.
2.2. Your Membership
You'll keep your password a secret. You will not share an account with anyone else and will follow our rules and the law. As between you and others, your account belongs to you. You agree to: (1) try to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g., connections, groups) and (4) follow the law and the Dos and Don'ts below. You are responsible for anything that happens through your account unless you close it or report misuse. Note that for Premium Services purchased by another party for you to use (e.g. Recruiter seat bought by your employer), the party paying for the Premium Service controls such an account (which is different from your personal account) and may terminate your access to it.
You'll honor your payment obligations and you are okay with us storing your payment information. Also, there may be fees and taxes that are added to our prices. We don't guarantee refunds. If you purchase any of our paid Services (“Premium Services”), you agree to pay us the applicable fees and taxes. Failure to pay these fees may result in the termination of your subscription. Also: • Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates). • You authorize us to store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your service (e.g. subscriptions) and to facilitate easy payment for new services. • You must pay us for applicable fees and taxes unless you cancel the Premium Service, in which case you agree to still pay these fees through the end of the applicable subscription period. Learn how to cancel or change your Premium Services and read about Meetalumni.com'srefund policy. • Taxes are calculated based on the billing information that you provide us at the time of purchase. For Meetalumni.com, you can get a copy of your invoice through your account settings under “Purchase History” for you can request your invoice through Customer Support. 2.4. Notices and Service Messages You're okay with us using our websites, mobile apps, and email to provide you with important notices. This Agreement applies to mobile applications as well. Also, you agree certain additional information can be shared with us. If the contact information you provide isn't up to date, you may miss out on these notices. You agree that we may provide notices to you in the following ways: (1) a banner notice on the Service, or (2) an email sent to an address you provided, or (3) through other means including mobile number, telephone, or mail. You agree to keep your contact information up to date. Please review your Meetalumni.com settings to control and limit what kind of messages you receive from us.
2.5. Messages and Sharing
When you share information, others can see, copy and use that information. Our Services allow messaging and sharing of information in many ways, such as your profile, slide deck, links to news articles, job postings, InMails and blogs. Information and content that you share or post may be seen by other Members or, if public, by Visitors. Where we have made settings available, we will honor the choices you make about who can see content or information (e.g., sharing to a group instead of your network, changing the default setting for content from public to a more restricted view, limiting your profile visibility, or not letting people know when you change your profile, make recommendations or follow companies). Note that other activities, such as applying for a job or sending an InMail, are by default private, only visible to the addressee(s). We are not obligated to publish any information or content on our Service and can remove it in our sole discretion, with or without notice.
3.1. Your License to Meetalumni.com
You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it.
We'll honor the choices you make about who gets to see your information and content.
You promise to only provide information and content that you have the right to share, and that your meetalumni profile will be truthful.
As between you and meetalumni, you own the content and information that you submit or post to the Services and you are only granting Meetalumni.com the following non-exclusive license: A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways: a. You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied or stored it and (b) for the reasonable time it takes to remove from backup and other systems.
d. While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression. e. Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.
By submitting suggestions or other feedback regarding our Services to Meetalumni.com, you agree that Meetalumni.com can use and share (but does not have to) such feedback for any purpose without compensation to you. You agree to only provide content or information if that does not violate the law nor anyone's rights (e.g., without violating any intellectual property rights or breaching a contract). You also agree that your profile information will be truthful. Meetalumni.com may be required by law to remove certain information or content in certain countries.
3.2. Service Availability
We may change or discontinue any of our Services. We can't promise to store or keep showing any information and content you've posted.
We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon notice provided to you.
3.3. Other Content, Sites and apps
When you see or use others' content and information posted on our Services, it's at your own risk.
Third parties may offer their own products and services through Meetalumni.com, and we aren't responsible for those third-party activities.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Meetalumni.com generally does not review content provided by our Members. You agree that we are not responsible for third parties' (including other Members') content or information or for any damages as result of your use of or reliance on it.
We have the right to limit how you connect and interact on our Services. We're providing you notice about our intellectual property rights. Meetalumni.com reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. Meetalumni.com reserves the right to restrict, suspend, or terminate your account if Meetalumni.com believes that you may be in breach of this Agreement or law or are misusing the Services (e.g. violating any Do and Don'ts).
Meetalumni.com reserves all of its intellectual property rights in the Services. For example, Meetalumni.com and other Meetalumni.com trademarks, service marks, graphics, and logos used in connection with Meetalumni.com are trademarks or registered trademarks of Meetalumni.com. Other trademarks and logos used in connection with the Services may be the trademarks of their respective owners.
4.1. No Warranty
This is our disclaimer of legal liability for the quality, safety, or reliability of our Services. TO THE EXTENT ALLOWED UNDER LAW, MEETALUMNI.COM (AND THOSE THAT MEETALUMNI.COM WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
4.2. Exclusion of Liability
These are the limits of legal liability we may have to you.
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS MEETALUMNI.COM HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), MEETALUMNI.COM (AND THOSE THAT MEETALUMNI.COM WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).
IN NO EVENT SHALL THE LIABILITY OF MEETALUMNI.COM (AND THOSE THAT MEETALUMNI.COM WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR A PREMIUM SERVICE, IF ANY, OR (B) US $1000.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MEETALUMNI.COM AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF MEETALUMNI.COM HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
We can each end this Agreement anytime we want. Meetalumni.com or You may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination: • Our rights to use and disclose your feedback; • Members' and/or Visitors' rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination; • Sections 4, 6 and 7 of this Agreement; • Any amounts owed by either party prior to termination remain owed after termination. You can visit our Help Center to learn how to close your Meetalumni.com account, close your Pulse account, or close your account.
In the unlikely event we end up in a legal dispute, it will take place in California courts, applying California law. You agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts of Santa Clara County, California, USA, and we each agree to personal jurisdiction in those courts.
Here are some important details about how to read the Agreement. If a court with authority over this Agreement finds any part of it not enforceable, you and us agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and us agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement. To the extent allowed by law, the English version of this Agreement is binding and other translations are for convenience only. This Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services. If we don't act to enforce a breach of this Agreement, that does not mean that Meetalumni.com has waived its right to enforce this Agreement. You may not assign or transfer this Agreement (or your membership or use of Services) to anyone without our consent. However, you agree that Meetalumni.com may assign this Agreement to its affiliates or a party that buys it without your consent. There are no third party beneficiaries to this Agreement. We reserve the right to change the terms of this Agreement and will provide you notice if we do and we agree that changes cannot be retroactive. If you don't agree to these changes, you must stop using the Services. You agree that the only way to provide us legal notice is at the addresses provided in Section 10.
8.1. Dos. You agree that you will: • Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements; • Provide accurate information to us and keep it updated; • Use your real name on your profile; • Use the Services in a professional manner. 8.2. Don'ts. You agree that you will not: • Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content; • Add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Meetalumni.com); • Use an image that is not your likeness or a head-shot photo for your profile; • Create a false identity on Meetalumni.com; • Misrepresent your current or previous positions and qualifications; • Misrepresent your affiliations with a person or entity, past or present; • Misrepresent your identity, including but not limited to the use of a pseudonym; • Create a Member profile for anyone other than yourself (a real person); • Invite people you do not know to join your network; • Use or attempt to use another's account; • Harass, abuse or harm another person; • Send spam or other unwelcomed communications to others; • Scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work); • Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner; • Disclose information that you do not have the right to disclose (such as confidential information of others (including your employer)); • Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights; • Violate the intellectual property or other rights of Meetalumni.com, including, without limitation, using the word “Meetalumni.com” or our logos in any business name, email, or URL except as provided in the Brand Guidelines; • Use Meetalumni.com invitations to send messages to people who don't know you or who are unlikely to recognize you as a known contact; • Post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unauthorized by Meetalumni.com; • Send messages to distribution lists, newsgroup aliases, or group aliases; • Post anything that contains software viruses, worms, or any other harmful code; • Manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services; • Create profiles or provide content that promotes escort services or prostitution. • Creating or operate a pyramid scheme, fraud or other similar practice; • Copy or use the information, content or data of others available on the Services (except as expressly authorized); • Copy or use the information, content or data on Meetalumni.com in connection with a competitive service (as determined by Meetalumni.com); • Copy, modify or create derivative works of Meetalumni.com, the Services or any related technology (except as expressly authorized by Meetalumni.com); • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof; • Imply or state that you are affiliated with or endorsed by Meetalumni.com without our express consent (e.g., representing yourself as an accredited Meetalumni.com trainer); • Rent, lease, loan, trade, sell/re-sell access to the Services or related any information or data; • Sell, sponsor, or otherwise monetize a Meetalumni.com Group or any other feature of the Services, without Meetalumni.com's consent; • Deep-link to our Services for any purpose other than to promote your profile or a Group on Meetalumni.com (as set forth in the Brand Guidelines), without Meetalumni.com's consent; • Remove any copyright, trademark or other proprietary rights notices contained in or on our Service; • Remove, cover or obscure any advertisement included on the Services; • Collect, use, copy, or transfer any information obtained from Meetalumni.com without the consent of Meetalumni.com; • Share or disclose information of others without their express consent; • Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” the Services or any related data or information; • Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages; • Monitor the Services' availability, performance or functionality for any competitive purpose; • Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services; • Access the Services except through the interfaces expressly provided by Meetalumni.com, such as its mobile applications, meetalumni.com • Override any security feature of the Services; • Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
We respect the intellectual property rights of others. We require that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. We provide a policy and process for complaints concerning content posted by our Members.
If you want to send us notices or service of process, please contact us: ONLINE at
ONLINE SERVICE TERMS AND CONDITIONS
These Online Service Terms and Conditions (the “Terms and Conditions”) constitute the legal agreement between you (“you” or “Customer”) and “MEETALUMNI”, with respect to your use of the online service purchased by you pursuant to an Order Form (as defined below) (the “Online Service”). Your use of the Online Service is expressly conditioned on your consent to these Terms and Conditions, the Order Form and any other written agreements executed by MEETALUMNI and you and that reference or are executed pursuant to these Terms and Conditions (collectively, the “Agreement”). If you are entering into this Agreement on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf. The effective date of this Agreement (the “Effective Date”) will be the date upon which you enter into an Order Form for the Online Service.
By accessing and using the Online Service, you hereby agree to all of the terms and conditions of these Terms and Conditions, including the limitations on liability set forth herein and the provisions governing MEETALUMNI’s ability to modify these Terms and Conditions set forth in Section 21. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU ARE NOT PERMITTED TO ACCESS AND USE THE SERVICES.
"Affiliate" means any person or entity directly or indirectly Controlling, Controlled by or under common Control with a party. "Authorized User" means any of your or your Affiliates’ directors, officers, employees, independent contractors or agents who have been granted access to the Online Service by MEETALUMNI pursuant to this Agreement as set forth on the Order Form. Third party administrators must be approved in writing by Computershare. You will be responsible for your and your Affiliates’ Authorized Users’ compliance with the terms of this Agreement. "MEETALUMNI Site" means the website MEETALUMNI designates to provide the Online Service, or any successor website thereto.
"Client Data" means all data entered into the Online Service by or on behalf of Customer and its Authorized Users. "Control" and its derivatives means with regard to an entity the legal, beneficial or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the capital stock (or other ownership interest, if not a corporation) of such entity ordinarily having voting rights, or effective control of the activities of such entity regardless of the percentage of ownership.
"Documentation" means all help files available in an online format to users of the Online Services, as updated from time to time.
"Entities" has the meaning set forth on your Order Form.
"Initial Term" has the meaning set forth on your Order Form.
"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, trade dress and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
"Order Form" means your order for the Online Service submitted to MEETALUMNI either online via the MEETALUMNI Site or through other means.
"Renewal Term" has the meaning set forth on your Order Form.
"Service Provider" means any of MEETALUMNI’s suppliers and Affiliates that may provide services or software for purposes of supporting the Online Service.
2. SERVICES. You hereby authorize MEETALUMNI to provide the Online Service set forth in the Order Form in accordance with the terms and conditions of this Agreement. MEETALUMNI will, subject to the terms and conditions of this Agreement, use commercially reasonable efforts to provide the Online Service. You acknowledge that MEETALUMNI may use Service Providers to perform certain aspects of the Online Service provided to you hereunder including global resources, provided that MEETALUMNI shall be responsible for the acts and omissions of such Service Providers. MEETALUMNI may provide you with support services as reasonably necessary to facilitate its performance of the Online Service. In order to use the Online Service, your computer hardware, software and internet connectivity must meet certain minimum requirements as may be specified in the Documentation provided from time to time. MEETALUMNI bears no liability or responsibility if you cannot access the Online Service due to a failure to meet such minimum requirements. All electronic data transmitted by you to MEETALUMNI shall be exchanged in accordance with MEETALUMNI then-current security protocols and policies, including without limitation, minimum encryption and password requirements. The Online Service is subject to the Service Level Agreement located here. 3. REGISTRATION; ACCOUNTS. Any Order Form submitted by you in connection with this Agreement shall include all required information to enable MEETALUMNI to perform the Online Service for you, including your company name, the number of Authorized Users included in the Online Service and any other instructions or requirements pertinent to your use of the Online Service. For the GEMS (Global Entity Management System) Online Service, you will activate and deactivate access privileges for your Authorized Users. For the BoardWorks Online Service, MEETALUMNI will activate and deactivate access privileges for your Authorized Users. You 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 Online Service and (b) all activities that occur in connection with your account. You agree to provide true, current and accurate information to MEETALUMNI as required for your Authorized Users to access and use the Online Service and you will update the same information as necessary from time to time.
4. LIMITED RIGHTS. Subject to the terms and conditions of this Agreement, MEETALUMNI hereby grants you a limited, revocable, non-exclusive, non-transferable right to use and access the Online Service via the MEETALUMNI Site during the Term (a) solely for the internal business purposes of you and your Affiliates and (b) solely for the number of Authorized Users and Entities set forth on the applicable Order Form. You may use the Online Service only as permitted in this Agreement and in compliance with relevant laws. MEETALUMNI hereby reserves all rights not expressly granted to you in this Agreement.
5. PROPRIETARY RIGHTS. Subject to Client’s ongoing ownership of the Client Data, MEETALUMNI or its Service Providers owns and reserves all right, title, and interest in and to the Online Service, including without limitation any software or technology utilized in the provision or use of the Online Service and all Intellectual Property Rights therein. You acknowledge that (a) all right, title and interest in and to the Online Service, including the Online Service and all Intellectual Property Rights embodied therein or associated therewith, are and shall remain with MEETALUMNI and its Service Providers; (b) no right or interest in the Online Service is conveyed other than the limited license granted herein; (c) the Online Service is protected by copyright and other laws covering Intellectual Property Rights; and (d) the Online Service embodies valuable confidential and secret information of MEETALUMNI and its Service Providers, the development of which required the expenditure of considerable time and money. You will not take or encourage any action during or after the Term of this Agreement that will in any way impair the rights of MEETALUMNI or its Service Providers in and to the Online Service, any proprietary software or technology of MEETALUMNI or any Intellectual Property Rights in and to any of the foregoing.
6. LIMITATIONS ON USE. You may not and will not encourage or permit any Authorized User to rent, lease, sell or lend the Online Service or access thereto or use the Online Service on a service bureau basis and provide services to third parties through the use thereof. You may not and will not encourage or permit any Authorized User to allow the use of the Online Service by any third party or distribute any of the information derived from the MEETALUMNI Online Service to any third party. You may not, and will not encourage or permit any Authorized User to: (a) use the Online Service in any manner or for any purpose other than as expressly permitted by this Agreement; (b) access or use the Online Service in a way intended to avoid incurring fees to be paid to MEETALUMNI pursuant to this Agreement; (c) access or use the Online Service in any way that violates this Agreement or any applicable laws, rules, or regulations (including without limitation, export laws of the United States and privacy laws); (d) modify, alter, adapt, tamper with, repair or otherwise create derivative works of any software, technology, content or any Intellectual Property Rights of MEETALUMNI included in or used to provide the Online Service, including disabling or bypassing any security features of the Online Service; (e) reverse engineer, disassemble or decompile the Online Service or any software or technology of MEETALUMNI included in or used to provide the Online Service, or (f) attempt to discover or recreate the Online Service or any software, technology or Intellectual Property Rights of MEETALUMNI. Further, you may not and will not encourage or permit any Authorized User to distribute, share, or facilitate the distribution of unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code in connection with your or their use of the Online Service, sending, receiving or supporting email messages that are unsolicited, deceptive, anonymous, excessively voluminous or that contain falsified identifying information, including spamming and phishing, and you shall be solely responsible for any of the foregoing introduced through your own or your Authorized Users’ use of the Online Service. Further, you may not and will not encourage or permit any Authorized User to use the Online Service in a manner that, or introduce any materials or content to the Online Service that, infringes, misappropriates or otherwise violates the Intellectual Property Rights or privacy rights of any person or entity. You shall not remove any trademark, copyright, or any other proprietary notices from the Online Service or any printouts or reports derived from the Online Service.
7. CHANGES TO SERVICES. MEETALUMNI may improve the Online Service without prior notice to you, Authorized Users or others. MEETALUMNI may also update or revise the Documentation during the Term. 8. SUSPENSION, LIMITATION OR TERMINATION. MEETALUMNI may, without liability to you, immediately suspend, terminate or limit access to the Online Service at any time in the event (a) MEETALUMNI determines that the Online Service is being used by you or any Authorized User in violation of applicable federal, state, provincial or local law or ordinance, this Agreement, or any agreement or policy applicable to the Online Service; (b) MEETALUMNI determines that the Online Service is being used by you or any Authorized User in an unauthorized or fraudulent manner or that you have submitted fraudulent or inaccurate information to MEETALUMNI; (c) MEETALUMNI determines that your use of the Online Service adversely affects MEETALUMNI’s equipment or service to others; (d) MEETALUMNI is prohibited by an order of a court or other governmental agency from providing the Online Service; (e) of a denial of service attack or any other event which MEETALUMNI determines, in its sole discretion, may create a risk to the Online Service or to any other customers if the Online Service were not suspended, limited or terminated; or (f) of a security incident or other disaster that impacts the Online Service. MEETALUMNI shall have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of your use of the Online Service in accordance with this Section 9. Fees will continue to accrue during any period of suspension or limitation.
9. THIRD PARTY PRODUCTS AND SERVICES. Except as otherwise expressly provided under this Agreement, you are solely responsible for obtaining and maintaining, at your sole cost and expense, hardware, equipment, third party software, and any warranties and support and maintenance services related to each of the foregoing, and all internet browsers and connections required to access or use the Online Service. Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes and other costs and fees related to, internet access, telephone, computer, and other equipment, and any communications or other charges incurred by your access and use of the Online Service. 10. FEES. You agree to pay to MEETALUMNI the non-refundable fees set forth in the Order Form for your access and use of the Online Service (the “Service Fees”). Except as otherwise set forth in the Order Form, the Service Fees are billed in advance of the provision of the corresponding Online Service ordered. All Service Fees invoiced by MEETALUMNI must be paid by you in full within thirty (30) days of the date of receipt of such invoice unless otherwise set forth on the Order Form. Failure to pay your Service Fees within fifteen (15) days of the due date may result in immediate suspension of your access to the Online Service, in MEETALUMNI’s sole and absolute discretion. You will be charged interest on any overdue fees at a rate of the lesser of (a) 1.5% per month (18% per annum) and (b) the maximum rate of interest permitted by applicable law. MEETALUMNI will have the right to increase the Service Fees from time to time in its discretion upon forty-five days’ notice, provided that such increase shall not apply to any current subscription period in effect at the time of such increase, but rather the renewal term following such current subscription period. You are responsible for the payment of all taxes that may now or in the future be associated with this Agreement or your use of any of the Online Service (other than taxes based on MEETALUMNI’s net income). Any necessary, reasonable and direct travel and subsistence expenses incurred by MEETALUMNI in the provision of additional services will be billed additionally to Customer at the cost of such expense. Such expenses shall be promptly reimbursed provided they are accompanied by reasonable supporting documentation.
11. TERM AND TERMINATION. This Agreement commences on the Effective Date and continues in effect until the expiration of the Initial Term and any Renewal Term(s) (the “Term”). Either party may terminate this Agreement (a) at the end of the Initial Term or any Renewal Term by providing written notice to the other party at least thirty (30) days before the expiration of the current term or (b) upon any material breach of this Agreement or any Order by the other party, which if remediable, has not been corrected within thirty (30) calendar days after written notice. Upon any expiration or termination of this Agreement, (a) any and all liabilities accrued prior to the date of such expiration or termination will survive (including the payment of Service Fees for Online Service performed) and (b) you will promptly discontinue use of the Online Service. The following sections will survive any expiration or termination of this Agreement: Sections 5, 12, 13, 14, 15, 18, 20, and 21.
12. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT THE ONLINE SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS AND WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND. MEETALUMNI AND ITS SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OF COMPLIANCE WITH LAWS, OF LACK OF VIRUSES, OF ACCURACY OR COMPLETENESS OF DATA, RESPONSES, OF RESULTS, OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, OF CONDITION OR WARRANTY OF TITLE, OF QUIET ENJOYMENT, OF QUIET POSSESSION, OR OF CORRESPONDENCE TO DESCRIPTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEETALUMNI MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL OPERATE IN AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE MANNER OR THAT YOUR DATA WILL NOT BE LOST OR DAMAGED. YOU ASSUME SOLE RESPONSIBILITY AND ENTIRE RISK AS TO THE SUITABILITY AND RESULTS OBTAINED FROM USE OF THE SERVICES. 13. CONFIDENTIALITY. You acknowledge and agree that by using the Online Service you may be granted access to certain confidential information of MEETALUMNI, its Affiliates or Service Providers that may be marked as “Confidential” or that otherwise, by its nature, would be reasonably understood to be confidential, including without limitation the Online Service (“MEETALUMNI Confidential Information,” collectively with the Client Data, the “Confidential Information”), and you agree to keep such MEETALUMNI Confidential Information strictly confidential and not disclose such information to any third party. MEETALUMNI will not disclose the Client Data other than as reasonably required in connection with performance of this Agreement, and will return the Client Data upon termination of this Agreement at your request in the database format supported by the Online Service. Confidential Information does not include information (a) known to a party at the time of disclosure, (b) received from a third party having the right to disclose such information to a party, or (c) available to the public other than by a breach of an agreement with a party or its Affiliates, or (d) produced in compliance with applicable law or a court order, provided the disclosing party is given reasonable notice of such law or order if legally permissible. Computershare shall establish and maintain a written Information Security Program designed to (a) insure the security and confidentiality of Client Data; (b) protect against any anticipated threats or hazards to the security or integrity of such Client Data; and (c) protect against unauthorized access to or use of such Client Data that could result in substantial harm or inconvenience to the person that is the subject of such Client Data.
14. INFRINGEMENT INDEMNITY. If a third party asserts a claim against you that the Online Service infringes that party’s patent or copyright or constitutes the misappropriation of a trade secret or proprietary interest (a “Claim”), MEETALUMNI will defend you against that claim and pay damages that a court finally awards against you or that are included in a settlement approved by MEETALUMNI, provided that you promptly notify MEETALUMNI in writing of the claim (although failure to do so will only relieve MEETALUMNI of its obligations hereunder to the extent MEETALUMNI is prejudiced thereby), supply information reasonably requested by MEETALUMNI, and allow MEETALUMNI to control the defense and settlement (provided that no settlement or compromise that imposes any monetary damages or obligates you to take any affirmative actions shall be entered into or agreed upon without the your prior written approval (such approval not to be unreasonably withheld or delayed)). MEETALUMNI reserves the right to modify or replace the Online Service with an equivalent non-infringing one or, if replacement is not reasonably available, discontinue the Online Service and terminate the Agreement and provide a credit for any pre-paid unexpired term. MEETALUMNI has no liability for claims that include, in whole or part, items or information not provided by MEETALUMNI. You are responsible for any violation of law or any third party rights caused by your content or, except as provided in this paragraph, your use of the Online Service in violation of this Agreement. The foregoing represents MEETALUMNI’s sole responsibility to Customer in the event of a third party infringement claim of any kind. 15. LIMITATION OF LIABILITY. MEETALUMNI (WHICH, FOR PURPOSES OF THIS SECTION 15 INCLUDES MEETALUMNI AND ITS AFFILIATES AND SERVICE PROVIDERS) WILL NOT BE LIABLE TO YOU OR ANY COMPANY WITH WHICH YOU ARE ASSOCIATED FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL DAMAGES, LOSSES, COSTS OR EXPENSES IN RESPECT OF OR ARISING FROM THIS AGREEMENT (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES), WHETHER FOR, AMONG OTHER THINGS, BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM, AND WHETHER LIABILITY IS ASSERTED IN, AMONG OTHER THINGS, CONTRACT OR TORT, EVEN IF MEETALUMNI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES.
FURTHER, MEETALUMNI WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR OR YOUR AUTHORIZED USERS’ INABILITY TO USE THE SERVICES AS A RESULT OF ANY DOWNTIME OF ALL OR A PORTION OF THE ONLINE SERVICE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (C) PENALTIES, INTEREST OR FINES ASSESSED AGAINST YOU BY ANY GOVERNMENT OR REGULATORY AUTHORITY; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA.
MEETALUMNI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR RELATING TO MEETALUMNI’S SERVICES WILL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY MEETALUMNI FOR THE PERFORMANCE BY MEETALUMNI OF THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED ITS ESSENTIAL PURPOSE.
The exclusions and limitations in this Section 15 will apply regardless of whether any action is brought under statute, in contract, tort, or strict liability, or for negligence, breach of a fundamental term or fundamental breach (and regardless of the number of claims).
16. FORCE MAJEURE. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided, that the affected party: (a) provides the other party prompt notice of the nature and expected duration of the event, (b) uses commercially reasonable efforts to address and mitigate the cause and effect of such event, (c) provides periodic notice of relevant developments, and (d) provides prompt notice of the end of such event.
17. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for your and MEETALUMNI’s benefit. Neither you nor MEETALUMNI intends that this Agreement shall benefit any person or entity other than you and MEETALUMNI, or create any right or cause of action in or on behalf of, any person or entity other than you or MEETALUMNI. 18. INJUNCTIVE RELIEF. Each party acknowledges and agrees that breach by the other of the confidentiality and proprietary rights sections of this Agreement will give rise to irreparable harm, and that the injured party shall be entitled to injunctive relief in such event.
19. NOTICES. All notices delivered under the Agreement shall be in writing and deemed given upon receipt when delivered personally or upon confirmation of receipt following delivery of (i) nationally recognized overnight courier service or (ii) registered or certified mail, return receipt requested, postage prepaid, addressed to each party at its last known address, to the address set forth on the Order or at such other address furnished by the respective party in writing.
20. GENERAL TERMS. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of New York, without regard to conflicts of law principles. The parties will submit to the exclusive personal and subject matter jurisdiction of the state and federal courts located in the City and County of New York, New York. In the event of dispute between the parties hereto that goes to litigation or arbitration, the prevailing party shall be entitled to collect and be paid all costs and expenses, including reasonable attorneys’ fees, paid or incurred by it to enforce the terms of the Agreement and to collect amounts due hereunder. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. MEETALUMNI’s failure to act with respect to a breach by you or others does not waive MEETALUMNI’s right to act with respect to subsequent or similar breaches. The section titles in this Agreement are for convenience only and have no legal or contractual effect. You may not assign this Agreement or any of the rights granted to you hereunder, including your right to use the Online Service or access the Online Service. MEETALUMNI may assign this Agreement without your consent to an Affiliate of MEETALUMNI or to a successor in interest or to a party acquiring all or substantially all of MEETALUMNI’s business through a merger, acquisition, reorganization or other transaction. This Agreement constitutes the entire agreement between MEETALUMNI and you regarding the Online Service and supersedes all prior written and oral agreements. This Agreement may not be amended or modified nor any obligation waived, except as contemplated herein or as otherwise agreed by a writing signed by both you and MEETALUMNI.
21. MODIFICATIONS TO THE TERMS AND CONDITIONS. MEETALUMNI may modify the terms and conditions of this Agreement at any time by posting a revised version of these Terms and Conditions on the MEETALUMNI Site. The revised terms shall be effective upon the earlier of (a) ten (10) days after posting and/or notifying you of the changes; or (b) upon your acceptance if MEETALUMNI provides a mechanism for the acceptance of the revised terms, such as a click-through confirmation or acceptance button. By continuing to use or receive the Online Service after the effective date of any revisions to these Terms and Conditions, you agree to be bound by the revised Terms and Conditions. It is your responsibility to check the MEETALUMNI Site regularly for changes to these Terms and Conditions. If you disagree with such modifications, your sole and exclusive remedy shall be to terminate this.