As Amended June 2021 Pay paying your membership dues and/or purchasing products, services or membership services from Women In DSO, Inc. (‘WDSO”) via this website, you agree to be bound by the following Terms and Conditions.1.0 MEMBERSHIP RIGHTS AND OBLIGATIONS
- Generally. Member agrees to pay the annual fees established for its Membership Class, as may be amended from time to time in accordance with the Bylaws. Dues are yearly and payment is required upon signing (to activate membership) and upon renewal (on the anniversary of membership activation). Membership will renewal automatically on the Member’s anniversary date and Member’s credit card will be charged the then-applicable annual fees unless Member notifies WDSO within thirty (30) days of the renewal of their intent not to renew Membership. Any payment that is not paid in accordance with this Section 1.1 will accrue interest at the rate of one and one-half percent (1½%) per month, or the highest rate allowed by applicable law. Member shall pay WDSO’s costs of collection of payments due under this Agreement, including collection, agency fees, reasonable attorneys’ fees and court costs.
- Suspension and Termination. The WDSO Board, at its election, may terminate membership upon bankruptcy or withdrawal from or cessation of business by Member. WDSO shall also have the right to (i) suspend participation of Member if it fails to pay its annual fees on time, or (ii) suspend or cancel participation of Member if it violates any of the WDSO P&Ps or engages in conduct seriously prejudicial to the purposes and interests of WDSO and fails to correct that breach within thirty (30) days of notice from WDSO or the WDSO staff. No refunds of Membership fees or other payments will be given.
- Authority to Execute Agreement. The person entering into this Agreement on behalf of Member hereby represents, warrants and covenants to WDSO that (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any agreement to which Member is a party or by which it is otherwise bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of Member, enforceable in accordance with its terms.
- No Other Licenses. By executing this Agreement, Member neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of WDSO or another member, except as expressly provided in the WDSO P&Ps (e.g., WDSO's right to disclose and publicize the Member's membership in WDSO, unless requested otherwise in writing by the Member).
- No Warranty. EACH PARTY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL SERVICES AND INFORMATION PROVIDED TO OR BY WDSO UNDER THIS AGREEMENT IS PROVIDED "AS IS" WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WDSO AND MEMBER EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH SERVICES AND INFORMATION.
- Limitation of Liability. IN NO EVENT WILL EITHER WDSO OR MEMBER BE LIABLE TO EACH OTHER OR TO ANY OTHER MEMBER OR THIRD PARTY UNDER THIS AGREEMENT FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. EXCEPT FOR MEMBER'S DUES COMMITMENT, OR IN CASES OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, OR WHERE REQUIRED BY APPLICABLE LAW, OR AS OTHERWISE AGREED IN WRITING, THE AGGREGATE LIABILITY OF WDSO TO MEMBER AND TO OTHER PARTIES, AND OF MEMBER TO WDSO, TO OTHER WDSO MEMBERS OR TO OTHER PARTIES, SHALL NOT EXCEED THE PAST 12 MONTHS' MEMBERSHIP FEES PAID BY THE MEMBER TO WDSO.
- Governing Law. This Agreement shall be construed and controlled by the laws of the State of Missouri without reference to conflict of laws principles. If any claim or dispute between the parties is not resolved by good faith negotiations, any suits or proceedings pursued by either party shall be brought in the Federal or state courts located in Missouri, to whose jurisdiction each party hereby submits.
- Complete Agreement; No Waiver. This Agreement, including all attachments, sets forth the entire understanding of WDSO and Member and supersedes all prior agreements and understandings relating hereto, unless otherwise stated in this Agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
- Amendment. All amendments to this Agreement or to any WDSO P&Ps shall be effective upon their stated effective date. Member shall be given at least thirty (30) days prior written notice of the effective date of an amendment to this Agreement, including as a result of any changes to the WDSO Bylaws or WDSO P&Ps, which is adopted in accordance with the Bylaws and that directly and materially affects adversely any of the rights or obligations applicable to Member hereunder (each of the foregoing, an "Amendment"). If Member does not agree to any such Amendment to this Agreement that was approved in accordance with the Bylaws, then Member shall provide written notice to WDSO of such disagreement prior to the end of the 30-day notice period. If the parties are not able to reach a mutually acceptable accommodation (for example, the parties agree to a phase-in of the Amendment, WDSO determines to withdraw, suspend or modify the Amendment, or WDSO grants Member a waiver or variance), this Agreement and Member's membership in WDSO shall terminate automatically upon expiration of the 30-day notice period, unless Member elects to withdraw by written notice on an earlier date. Amendments shall be prospective only unless otherwise agreed to by the Member and WDSO. No termination or withdrawal pursuant to this paragraph will entitle Member to a refund of Membership dues or other fees, all of which are nonrefundable.
- No Rule of Strict Construction. Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect.
- Compliance with Laws. Anything contained in this Agreement to the contrary notwithstanding, the obligations of WDSO and Member shall be subject to all laws, present and future, of any government having jurisdiction over WDSO and Member including, without limitation, all export and re-export laws and regulations. It is the intention of WDSO and Member that this Agreement and all referenced documents shall comply with all applicable laws and regulations.
- Headings. WDSO and Member acknowledge that the headings to the sections hereof are for reference purposes only and shall not be used in the interpretation of this Agreement.
- Assignment. Member may not assign its rights or obligations under this Agreement without the prior written consent of WDSO or as otherwise set forth in the Bylaws. For purposes of this Agreement, an assignment shall be deemed to include a transfer or sale of all or substantially all of the business of Member, or a merger, consolidation or other transaction that results in a change in control of Member.
- Force Majeure. Neither WDSO nor Member shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
- Logos and Names. You grant WDSO the right to use your organization's name and logo on the WDSO website and on related marketing materials, solely to indicate your membership in WDSO. As long as you remain a member in good standing, you may use WDSO's name and logo, in the format and with the notices provided or requested by WDSO, solely to indicate your membership in WDSO.