Woodhull Institute for Ethical Leadership
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The Woodhull Institute website is a social networking site (the “Website”) that allows members to create unique personal profiles online in order to find and communicate with other Woodhull Institute members. The Website is operated by Woodhull Institute. By using the Website you agree to be bound by these Terms of Use (this “Agreement”), whether or not you register as a member (“Member”). If you wish to become a Member, communicate with other Members and make use of any services offered at the Website (“Services”), please read this Agreement and indicate your acceptance by following the instructions in the Registration process.

This Agreement sets out the legally binding terms for your use of the Website and Services, and, if you join as a Member, your membership.  Woodhull Institute may modify this Agreement from time to time and such modification shall be effective upon posting by the Woodhull Institute on the Website. You agree to be bound by any changes to this Agreement when you use the Website or Services after any such modification is posted. This Agreement includes Woodhull Institute’s policies concerning acceptable use of and content posted on the Website, your rights, obligations and restrictions regarding your use of the Website and the Services and Woodhull Institute’s Privacy Policy.

Please choose carefully the information you post on the Website and that you provide to other Members. Any photographs or other materials that you post may not contain nudity, violence, or offensive subject matter. Information provided by other Website Members (for instance, in their Profile) may contain inaccurate, inappropriate or offensive material, products or services and Woodhull Institute assumes no responsibility nor liability for this material.

Woodhull Institute reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including email) by you, or to restrict, suspend, or terminate your access to all or any part of the Website or Services at any time, for any or no reason, with or without prior notice, and without liability.

By participating in any offline Woodhull Institute event, you agree to release and hold Woodhull Institute harmless from any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, either directly or indirectly related to or arising from your participation in any such offline Woodhull Institute event.

1) Eligibility.
Membership in the Website and Services is void where prohibited. By using the Website and the Services, you represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. You further represent and warrant that you are 18 years of age or older and that your use of the Website will not violate any applicable law or regulation. Any registration by, use of or access to the Website by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use.  If it is found that you are misrepresenting your age your profile may be deleted without warning. Your Membership is solely for your personal use, and you shall not authorize others to use your account, including your profile or email address. You are solely responsible for all content published or displayed through your account, including any email messages, and for your interactions with other members.

2) Term/Fees.
This Agreement shall remain in full force and effect while you use the Website, the Services, or are a Member. You may terminate your membership at any time. Woodhull Institute may terminate your membership for any reason, effective upon sending notice to you at the email address you provide in your Membership application or other email address as you may subsequently provide to Woodhull Institute. By using the Services or by becoming a Member, you acknowledge that Woodhull Institute reserves the right to charge for Services and has the right to terminate a Member’s membership should the Member breach this Agreement or fail to pay for Services, as may be required by Woodhull Institute at any time.

3) Non Commercial Use by Members.
You understand the Services and the Website are available for your personal non-commercial use only.  You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted or shared by you on or through the Website or Services will violate or infringe on the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.  You agree not to use the Website in an illegal or unauthorized manner, including (i) to collect usernames or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, (ii) to frame or link to the Website, (iii) to use automated scripts to collect information from or otherwise interact with the Services or the Website. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of membership privileges. Appropriate legal action may be taken at Woodhull Institute’s sole discretion for any illegal or unauthorized use of the Website or the Services.

4) Registration Data; Account Security
In consideration of your use of the Website, you agree to (i) maintain the security of your identification and password; (ii) provide current, accurate and complete information about you as may be prompted by any registration forms on the Website (“Registration Information”); (iii) maintain and promptly update the Registration Information, and all other information you provide to Woodhull Institute, to maintain its accuracy, and completeness; and (iv) be fully responsible for all use of your account and for any actions that take place using your account.

5) Proprietary Rights in Content; Limited License
Woodhull Institute owns and retains all proprietary rights in the Website and the Services.  The Website contains copyrighted material, trademarks and other proprietary information of Woodhull Institute and its licensors, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the “Woodhull Institute Content”), with all rights reserved.  Except for that information which (i) is in the public domain, or (ii) for which you have been given written permission, you may not upload or republish Woodhull Institute Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation.  Any use of the Website or Woodhull Institute Content other than as specifically authorized herein, without the prior written permission from Woodhull Institute, is strictly prohibited.

6) Trademarks
All Trademarks used on the Website are the property of their respective owners.

7) User Content Posted on the Site.
a. You understand and agree that Woodhull Institute may review and delete any messages, photos, profiles or other content that you provide (collectively, “User Content”) that in the sole judgment of Woodhull Institute violate this Agreement or which may be offensive, illegal, or violate the rights of, harm, or threaten the safety of any person.

b. You are solely responsible for the User Content that you publish or display including, but not limited to, your name, image, likeness, messages, notes, text, information, music, video, advertisements, listings, and other content that you upload or display (hereinafter, “post”) on the Service or any material or information that you transmit to other Members.  You may not post, transmit, or share User Content on the Website that you did not create or that you do not have permission to post.

c. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Website or provide to Woodhull Institute.

d. You understand that Woodhull Institute may, at its sole discretion, review the Website and may delete or remove (without notice) any User Content in its sole discretion, for any reason or no reason.

e. By posting User Content to the Website, you authorize us to make and use copies thereof as we deem appropriate.  By posting User Content to the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Woodhull Institute an irrevocable, perpetual, non-exclusive, transferable, fully paid-up, worldwide license to use, copy, publicly display, reformat, translate, and distribute such User Content for any purpose.

f. The following is a partial list of the kind of User Content that is illegal or prohibited on the Website.  Woodhull Institute reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Website and terminating the membership of such violators. Prohibited User Content includes User Content that:

i. is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

ii. harasses or advocates harassment of another person;

iii. involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;

iv. promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

v. uses or promotes an illegal or unauthorized copy of another person’s intellectual property, such as, but not limited to, providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated files or links to pirated files;

vi. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

vii. provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;

viii. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;

ix. solicits passwords or personal identifying information for commercial or unlawful purposes;

or x. involves commercial activities or sales without our prior written consent including any contests, sweepstakes, barter, advertising, or pyramid schemes.

g. You must use the Website and the Service in a manner consistent with any and all applicable laws and regulations.  You may not engage in advertising to, or solicitation of, any Member to buy or sell any products or services through the Website or the Services. You may not transmit any chain letters or junk email to other Members. Although Woodhull Institute cannot monitor the conduct of its Members off the Website, it is also a violation of these rules to use any information obtained from the Website or the Services in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Woodhull Institute reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Woodhull Institute deems appropriate in its sole discretion.

h. You may not cover or obscure any banner advertisements on your personal profile page, or any Woodhull Institute page via HTML/CSS or any other means.

i. Any automated use of the system, such as using scripts to add friends, is prohibited.

j. You may not attempt to impersonate another user or person who is not a member of the Website.

k. You may not use the account, username, or password of another Member at any time nor may you disclose your password to any third party or permit any third party to access your account.

l. You may not sell or otherwise transfer your profile.

m. You agree that you must evaluate, and bear all risks associated with, the use of any content, that you may not rely on said content, and that under no circumstances will Woodhull Institute be liable in any way for any content or any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise made available via the Services.

8) Intellectual Property Policy.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Woodhull Institute respects the intellectual property rights of others and prohibits users from uploading, posting or otherwise transmitting any materials that violate another party’s intellectual property rights.  It is the policy of Woodhull Institute, in its sole discretion, to terminate membership privileges of any member who infringes copyright upon prompt notification to Woodhull Institute by the copyright owner or the copyright owner’s legal agent. In accordance with the Digital Millennium Copyright Act and other applicable law, Woodhull Institute has adopted a policy of terminating, in appropriate circumstances, and at Woodhull Institute’s sole discretion, members who are deemed to be repeat infringers.  Woodhull Institute may also, at its sole discretion, limit access to the Website or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.  Without limiting the foregoing, if you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Website; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Woodhull Institute’s Copyright Agent for notice of claims of copyright infringement can be reached via email address at [info@woodhull.org].

9) Third Party Websites and Content
The Website may contain (or you may be sent through the Website or the Services) links to other Websites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (“Third Party Applications, Software or Content”).  Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness or completeness by Woodhull Institute, and we are not responsible for any Third Party Sites accessed through the Website or any Third Party Application, Software or Content posted on, available through or installed from the Third Party Sites, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content.

Your interactions with organizations and/or individuals participating in advertising programs found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals.  You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Woodhull Institute shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site, or between users and any third party, you understand and agree that Woodhull Institute is under no obligation to become involved.  In the event that you have a dispute with one or more other Members, you hereby release Woodhull Institute, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes, whether or not related to the Website and/or Services.

10) Member Disputes
You are solely responsible for your interactions with other Members. Woodhull Institute reserves the right, but has no obligation, to monitor disputes between you and other Members.

11) Disclaimers.
Woodhull Institute is not responsible for any incorrect or inaccurate content posted on the Website or in connection with the Services, whether caused by users of the Website, Members or by any of the equipment or programming associated with or utilized in providing the Website or the Services. Woodhull Institute is not responsible for the conduct, whether online or offline, of any user of the Website, Services or Member. Woodhull Institute assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any user or Member communication. Woodhull Institute is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or at any Website or combination thereof, including any injury or damage to users or Members or to any person’s computer related to or resulting from participation or downloading materials in connection with the Website or in connection with the Services. Under no circumstances shall Woodhull Institute be responsible for any loss or damage, including personal injury or death, resulting from use of the Website or the Services or from any content posted on the Website or transmitted to Members, or any interactions between users of the Website, whether online or offline. The Website and the Services are provided “AS-IS” and Woodhull Institute expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Woodhull Institute cannot guarantee and does not promise any specific results from use of the Website or the Services.

12) Limitation on Liability.

13) Termination
Woodhull Institute may terminate your membership, delete your profile and any content or information that you have posted on the Website or through any application or prohibit you from using or accessing the Services or the Website or any application for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 18.  When Woodhull Institute is notified that a user has died, we may, but are not obligated to, keep the user’s account active under a special memorialized status for a period of time determined by us.

14) Disputes.
If there is any dispute about or involving the Website, the Services, or these Terms of Use, by using the Website, you agree that any dispute shall be governed by the laws of New York without regard to conflict of law provisions and you agree to personal jurisdiction by and venue in New York.

15) Indemnity.
You agree to indemnify and hold Woodhull Institute, its subsidiaries, affiliates, officers, agents, partners and employees, harmless from any loss, liability, claim, or demand made by any third party, including reasonable attorneys’ fees, due to or arising out of your use of the Website or Services in violation of this Agreement or arising from a breach of this Agreement or any breach of your obligations set forth above.

16) Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Services (“Submissions”), provided by you to Woodhull Institute are non-confidential and shall become the sole property of Woodhull Institute.  Woodhull Institute shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

17) Other.
This Agreement is accepted upon your use of the Website and is further affirmed by you becoming a Member of the Website or using the Services. This Agreement constitutes the entire agreement between you and Woodhull Institute regarding the use of the Website or the Services. The failure of Woodhull Institute to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

18) Questions
Please contact us with any questions regarding this Agreement.