Terms Of Service

These Terms of Service (the “Terms”) are between you (“you” or “your” or “user”) and Seneca Women, LLC, a Delaware limited liability company (“Seneca Women,” “we,” “our” or “us”) and contains the terms  and conditions that govern and apply to your access and use of The Bank of America Marketplace by Seneca (“Bank of America Marketplace”) available at bofamarketplace.senecawomen.com, the Bank of America Access to Capital Directory (“Directory)”) and other Seneca Women platforms, content, products and services (collectively, the “Service”). By accessing or using our Service, you agree to be bound by all of the terms and conditions described in these Terms. If you do not agree to all of these terms and conditions, do not use our Service.

If you are using the Service on behalf of an organization (an “Enterprise”), you are agreeing to these Terms for that organization, meaning that you have the authority to bind that Enterprise to these Terms. In this case, “you” and “your” will refer to the Enterprise. The Enterprise is responsible for ensuring that any person or entity who creates an Account (defined below) in connection with the Enterprise, such as an employee, is authorized by the Enterprise to access the Service and complies with these Terms (each, an “Authorized User”).  Authorized Users agree to be bound by these Terms and for Authorized Users, “you” and “your” refers to that person or entity authorized by an Enterprise to access the Service.

In addition to these Terms, we recommend that you review our Privacy Notice , which outlines our practices with respect to how we collect and use your information when using the Service.

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ALL DISPUTES ARISING UNDER THEM, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

TABLE OF CONTENTS

1. USE OF SERVICES

2. YOUR ACCOUNT

3. USAGE DATA; SECURITY AND PRIVACY

4. USER CONDUCT

5. THIRD PARTY CONTENT

6. NO PROFESSIONAL ADVICE

7. ADDITIONAL BANK OF AMERICA ACCESS TO CAPITAL DIRECTORY ITEMS 

8.  ADDITIONAL TERMS FOR THE BANK OF AMERICA MARKETPLACE BY SENECA WOMEN

9.  USE OF SERVICE PROVIDERS

10.   DISCLAIMER OF WARRANTIES

11.   LIMITATION OF LIABILITY

12.   INDEMNITY

13.   INTELLECTUAL PROPERTY

14.   NOTIFICATION OF CLAIMS OF INFRINGEMENT

15.   TERMINATION

16.   MODIFICATIONS TO TERMS

17.   DISPUTE RESOLUTION

18.   GENERAL

1. USE OF SERVICES

Subject to these Terms, Seneca Women grants you a non-exclusive, non-transferable, non-sublicensable (other than from an Enterprise to its Authorized Users), revocable, limited right to access, use and display the Service subject to the Terms herein on any machine(s) or device(s) on which you are the primary user; in each case solely for your own internal, non-commercial use and to the extent permitted under all applicable laws and regulations (foreign and domestic). Seneca Women does not offer any specific uptime guarantee for the Service.

Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) copy, modify, reproduce, translate, localize, port or otherwise create derivative works of any part of the Service; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Service; (iii) rent, lease, resell, distribute, use the Service for timesharing, service bureau, or otherwise exploit the Service in any unauthorized manner; (iv) remove or alter any proprietary notices or labels on or in the Service; (v) engage in any activity that interferes with or disrupts the Service; or (vi) engage in any fraudulent activity or activity that facilitates fraud. Any rights not expressly granted herein are reserved.

Our Service may change from time to time and/or we may stop (permanently or temporarily) providing the Service (or features within the Service), possibly without prior notice to you. Certain features of our Service may be subject to additional terms or conditions, which will be posted with those features. Seneca Women retains the exclusive right without obligation to introduce, discontinue or reintroduce any services or features at its discretion.

Use of the Service is void where prohibited. The Service is intended for a United States audience and is controlled and offered from the United States.  Seneca Women makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions are responsible for compliance with local law. 

2. YOUR ACCOUNT

In order to access certain content through the Service, you will need to register and create an account (your “Account”). The Account is not for money service purposes.  Please be advised that Seneca Women is not facilitating any payments, for example, payments you may make directly to merchants listed in any of our marketplaces.  Information you provide to Seneca in connection with your Account is processed in accordance with the Seneca Women Privacy Notice[3] .

By creating an Account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. When creating an Account, you may be required to provide certain personal information about yourself and will establish a username and a password. You agree to provide accurate, current and complete information about your Account. By connecting to the Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. You also agree to the following:

When creating an Account, do not:

●  provide any false personal information to us (including a false username or email address) or create any account for anyone other than yourself without such other person’s permission;

●  use a username that is the name of another person with the intent to impersonate that person;

●  use a username that is subject to rights of another person without appropriate authorization; or

●  use a username that is offensive, vulgar or obscene or otherwise in bad taste.

We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any username that you create through the Service that violates our Terms. You are responsible for maintaining the confidentiality of your password and Account and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account.

You are responsible for maintaining the confidentiality of your account and password and are wholly responsible for all activities that occur under your account. You agree to (a) immediately notify Seneca Women of any unauthorized use of your account or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. In the event of any dispute between two or more parties as to account ownership, you agree that Seneca Women shall be the sole arbiter of such dispute in its sole discretion and that Seneca Women’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

You agree that you will not use the Service for any illegal or unethical purpose, event, goal; nor in a manner related thereto.

In the event that you communicate with, direct communication to or upload any content regarding any child(ren), it shall be your sole responsibility to maintain strict compliance with the U.S. Children's Online Privacy Protection Act (“COPPA”) and, to the extent applicable, The Family Educational Rights and Privacy Act (“FERPA”). This means you are responsible to and must notify the parents/guardians of any child(ren) concerned of the personally identifiable information Seneca Women will collect. It is your sole responsibility to obtain parental/guardian consent before you upload such information, establish an account for a child or use the Service. You must provide parents/guardians with a copy of our Privacy Notice [4] before or at the time of obtaining their consent. You must keep all consents on file and provide them upon request by Seneca Women. For more information on complying with COPPA, see the Federal Trade Commission’s website at http://www.business.ftc.gov/privacy-and-security/childrens-privacy

Seneca Women shall not at any time or for any purpose be deemed as the publisher or speaker of any information or communication initiated or made by you.

By providing us with your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other promotional messages, such as changes to features of the Service. If you do not want to receive such email messages, you may opt out or change your preferences by contacting us at [email protected] or by clicking the unsubscribe link within each promotional message. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers; however opting out will not prevent you from receiving Service-related notices.

3. USAGE DATA; SECURITY AND PRIVACY

You agree that Seneca Women may collect and use technical and usage data and related information, including, but not limited to, technical information about your device, date and time of Service access, system and Service software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other Services to you (if any) related to the Service. You grant Seneca Women the permission to use this information to improve its products or to provide Services or technologies to you, as well as to provide advertising content in which Seneca Women believes you may be interested, including working with third parties who provide targeted advertising content.

Seneca Women cares about the security of your personal information. However, we cannot guarantee complete security of your information, including that we cannot guarantee that third parties will never defeat our security measures or that your personal information will never be used for improper purposes. You acknowledge that you provide your personal information at your own risk.

Seneca Women recognizes the importance of respecting the privacy of those who visit and choose to take advantage of the programs and information offered on the Service. You understand that by using the Service you acknowledge and understand that your personal information will be collected, used, and disclosed  as set forth in our Privacy Notice. You also understand that your personal information will be collected, used, transferred to, and processed in the United States or any other country in which Company or its parent, subsidiaries, affiliates, or service providers maintain facilities.

4. USER CONDUCT

Our Service may allow you to recommend information related to events, nonprofit causes and initiatives, post and publicly comment upon information provided through the Service, and otherwise make available certain information, images, videos, text, links and/or other content (“User Content”).  Any User Content you post to or through the Service will be considered non-confidential and non-proprietary.

In any capacity in which you use the Service, you understand that you are liable for User Content, in whatever form, that you provide or otherwise make available to or through the Service. You are responsible for your own actions and statements. You agree not to use the Service to:

●  directly or indirectly disparage, damage or impugn the personal, professional or commercial reputation of any legal or natural person;

●  harm minors in any way;

●  violate CANSPAM;

●  impersonate any person or entity, including, but not limited to, a Seneca Women representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

●  forge headers or otherwise manipulate identifiers in order to disguise the origin of your Content transmitted through the Service;

●  make User Content available that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

●  make User Content available that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;

●  make User Content available that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by these Terms or expressly authorized by Seneca Women;

●  interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

●  intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (a) regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (b) laws and regulations (foreign or domestic);

●  collect credit card number, expiration date or CSC code or any other credit card information;

●  collect social security number, financial account number, drivers' license number, information covered by the Health Insurance Portability and Accountability Act of 1996, or other sensitive information required to be encrypted under applicable laws or for which disclosure is required in case of a data breach without first obtaining Seneca Women’s prior written consent; or

●  stalk or otherwise harass any person or entity.

You acknowledge that Seneca Women may not pre-screen User Content or Third-Party Content (defined below) in connection with the Service, but that Seneca Women and its designees shall have the right (but not the obligation) to monitor, alter, edit, or remove any of User Content, in whole or in part. You acknowledge and agree that Seneca Women may preserve User Content and account information and may also disclose User Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any of User Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Seneca Women, its users and/or the public. You understand that the technical processing and transmission of the Service, including User Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL LEGAL AND EQUITABLE RIGHTS RELATING TO ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, OR OTHER PROCEEDINGS OF ANY KIND, LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR COPYRIGHT OR TRADEMARK INFRINGEMENT, INFRINGEMENT OF MORAL RIGHTS, DEFAMATION, INVASION OF RIGHTS OF PRIVACY, RIGHTS OF PUBLICITY, INTRUSION, FALSE LIGHT, PUBLIC DISCLOSURE OF PRIVATE FACTS, PHYSICAL OR EMOTIONAL INJURY OR DISTRESS, OR ANY SIMILAR CLAIM OR CAUSE OF ACTION IN TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, NOW KNOWN OR HEREAFTER KNOWN, IN ANY JURISDICTION THROUGHOUT THE WORLD (“CONTENT CLAIMS”) ARISING FROM AUTHORIZED PERSONS’ EXERCISE OF THE LICENSE RIGHTS GRANTED HEREIN OR USE OR EXPLOITATION OF THE CONTENT AND AGREE NOT TO MAKE OR BRING ANY CONTENT CLAIM AGAINST SENECA WOMEN, AND FOREVER RELEASE AND DISCHARGE SENECA WOMEN FROM LIABILITY UNDER SUCH CONTENT CLAIMS.

5. THIRD PARTY CONTENT

The Service may contain links to other third-party sites or services that we do not control or maintain and content belonging to or originating from third parties (“Third-Party Content”). Such Third-Party Content is not investigated, monitored or checked for accuracy, appropriateness, or completeness by Seneca Women, and you agree that we are not responsible for any Third-Party Content posted on or available through the Service. Inclusion of, linking to or permitting the use of any Third-Party Content does not imply approval or endorsement thereof by Seneca Women.

We are not responsible for the privacy practices or any terms and conditions of or applicable to any Third-Party Content. If you follow a link from the Service to another site or application, that site or application’s privacy policies will govern the terms of use for that site or application and any information that site or application collects about you. Please note when you leave the Service, you should review the privacy statement at your destination before submitting any personal information.

6. NO PROFESSIONAL ADVICE

If the Service provides professional information (for example, legal, or financial), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

7. ADDITIONAL BANK OF AMERICA ACCESS TO CAPITAL DIRECTORY TERMS 

The Bank of America Access to Capital Directory (the “Directory”) should not be construed as a specific recommendation or endorsement of any organization or fund. Use of the Directory does not indicate or ensure a user will receive funding or access to capital. This Directory is purely for informational purposes only. Seneca Women is not associated with any organization or fund, and does not assume responsibility for any eligibility or funding determination.  No action should be taken based upon any information contained in the Directory alone. While we endeavor to keep the Directory up to date, we cannot assume responsibility for any errors or omissions and do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within these materials.  We may make changes to information in the Directory, at any time without notice, and make no commitment to update the information contained herein.

8.   ADDITIONAL TERMS FOR THE BANK OF AMERICA MARKETPLACE BY SENECA WOMEN 

Shopping in The Bank of America Marketplace by Seneca Women

The Bank of America Marketplace by Seneca Women (“Bank of America Marketplace”) is a marketplace built to connect shoppers and women-owned businesses with each other. The Bank of America Marketplace is a venue, and the items in The Bank of America Marketplace are produced, listed and sold by independent sellers (“Bank of America Marketplace Merchants”). It is important to note that Seneca Women is not part of any of these businesses listed in The Bank of America Marketplace or part of any transactions conducted by shoppers with the businesses listed in The Bank of America Marketplace. By shopping on The Bank of America Marketplace, you understand that: 

  • You are not buying any product or service directly from Seneca Women, but from one of the many wonderful Merchants listed in The Bank of America Marketplace. Any questions or concerns about a business in The Bank of America Marketplace should be directed to The Bank of America Marketplace Merchant itself.
  • Seneca Women does not pre-screen Bank of America Marketplace Merchants and therefore does not guarantee or endorse any items sold on The Bank of America Marketplace or any content posted by The Bank of America Marketplace Merchants (such as photographs or language used in listings or shop policies).
  • The list of Bank of America Marketplace Merchants included in The Bank of America Marketplace is primarily sourced from programs for women entrepreneurs supported by Bank of America and other third-parties and has not been independently verified. In addition, businesses may be nominated by third parties or may nominate themselves to be included in The Bank of America Marketplace, and while such businesses may self-certify as to their compliance with the definition of “women-owned” set forth in these Terms, their eligibility is not independently verified.
  • Each Merchant in The Bank of America Marketplace has its own processing times, shipping methods and website policies (including privacy policies and terms of use), so it is important that you read and understand the policies of any Bank of America Marketplace Merchant in The Bank of America Marketplace where you may shop. Seneca Women cannot and does not make any warranties about the quality, safety, or even legality of The Bank of America Marketplace Merchant. Any legal claim related to an item you purchase must be brought directly against The Bank of America Marketplace Merchant of the item. You release Seneca Women from any claims related to items sold through the Service, including for defective items, misrepresentations by sellers, or items that caused physical injury (like product liability claims).

As a member of the Seneca Women community, you have the opportunity to flag items or businesses that violate any of our policies by sending your concerns to [email protected]. 

Selling in The Bank of America Marketplace

Prohibited Items

We do not list businesses in The Bank of America Marketplace that promote or sell certain types of items (“Prohibited Items”). Any business deemed to violate this policy will be subject to immediate suspension or removal of their listing in accordance with the Termination section of these Terms. 

Prohibited Items include the following:

  • Tobacco, Illegal Drugs, Drug Paraphernalia, and Medical Drugs

Examples include tobacco products, smokable products, e-cigarettes and e-liquid, illegal drugs and certain herbal substances, items with bongs, bubblers, vaporizers and their components, medical drugs, regulated medical devices and pharmaceuticals.

  • Animals, Certain Animal Products, Bodily Fluids and Human Remains

Examples include live animals, items created using any endangered or threatened species, items made from cat and dog parts or pelts, ivory or bones from ivory producing animals, items made from human remains or any products from the human body.

  • Dangerous Items: Hazardous Materials, Recalled Items, and Weapons

Examples include any explosives, flammable items, gases, radioactive materials, toxic substances, guns, knives, other blatant weapons or imitation weapons of any kind. 

  • Hate Items: Items that Promote, Support or Glorify Hatred

This includes products that promote, incite, support or glorify hatred, violence, racial, sexual or religious intolerance towards any person or group. Items or content that promote any organizations, groups or people with such views are also prohibited. 

  • Illegal Items and Items Promoting Illegal Activity

Sellers are required to follow all applicable laws for the items they list. Examples of illegal items include stolen goods, counterfeit, unauthorized items or items that violate any law applicable to the jurisdiction where the product is sold or purchased (including trademark, copyright and any other applicable intellectual property laws). Illegal services are prohibited from being listed on Seneca Women Marketplace.

  • Pornography and Mature Content

Examples include mature content that contains printed or visual material that explicitly describes or displays sex acts, sex organs, or other erotic behavior.

  • Violent Items: Items that Promote, Support or Glorify Violence

Examples include items that encourage, glorify or celebrate acts of violence against any individuals or groups and any items that encourage, glorify or celebrate self-mutilation, starvation or any other kind of self-harm. 

  • Misleading Products

Examples include counterfeits, knockoffs, replicas of branded products and unauthorized copies of copyrighted work. 

Seneca Women reserves the right to remove listings that we determine contain or promote any Prohibited Item or that otherwise are not within the spirit of the Seneca Women community. While we expect Bank of America Marketplace Merchants to observe our restrictions on Prohibited Items, we do not independently verify whether a Bank of America Marketplace Merchant promotes or sells Prohibited Items.  If you have any questions about products listed in Seneca Women Marketplace or would like to report any businesses or products that you believe sell or qualify as, respectively, a Prohibited Item, please email us at [email protected].  

Termination

You Choose to Remove Your Listing

We hate to see any Bank of America Marketplace Merchants leave the Bank of America Marketplace, but we respect every business-owner’s right to make decisions they feel are in the best interest of their operation.  A Bank of America Marketplace Merchant may terminate its listing at any time by emailing us at [email protected]. A member of our team will assist you in removing your listing as soon as possible.  

We Choose to Remove Your Listing

We may terminate, suspend or otherwise remove your listing on The Bank of America Marketplace at any time should we have reason to believe you, your products or your use of the Services violate these Terms. You have no contractual or legal right to continue using our Services after we take any such action. Typically, we will notify you that your listing on The Bank of America Marketplace has been terminated, suspended or otherwise removed, unless we have legal, regulatory or other similar reasons preventing us from notifying you. 

9.  USE OF SERVICE PROVIDERS

From time to time, we may use third-party service providers to provide some or all of the Service to you (“Service Provider(s)”).  Our Service Providers are independent contractors. You understand that each such service is not controlled by Seneca Women but rather by the Service Provider over which Seneca Women has no control or power. Seneca Women shall not be liable for the acts or omissions of such Service Providers and does not provide any representation, warranty or guarantee as to their services. 

10.  DISCLAIMER OF WARRANTIES

YOU AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE.

SENECA WOMEN MAKES NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT THE SERVICE WILL MEET YOUR EXPECTATIONS, (D) THE QUALITY, SAFETY, ACCURACY OR LEGALITY OF THE SERVICE,  ANY CONTENT, PRODUCTS, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, OR EVENTS ATTENDED, THROUGH THE SERVICE, OR THE SERVICE ITSELF (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, (E) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR (F) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

THE COVERED PARTIES ARE NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE, INCLUDING SENECA WOMEN MARKETPLACE, THE BANK OF AMERICA MARKETPLACE, THE DIRECTORY, OR EVENTS ATTENDED, OR THE ACTIONS OR INACTIONS OF ANY USER, ENTERPRISE, AUTHORIZED USER, OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT, EVEN IF SENECA WOMEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ACKNOWLEDGE THAT THE COVERED PARTIES HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE TRUTH OR ACCURACY OF ANY USER’S, ENTERPRISE’S, AUTHORIZED USER’S OR THIRD PARTY’S CONTENT OR INFORMATION IN THE SENECA WOMEN MARKETPLACE, OR THE BANK OF AMERICA MARKETPLACE  OR THE ABILITY OF ANY USER, ENTERPRISE, AUTHORIZED USER OR THIRD PARTY TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION.

ANY MATERIAL DOWNLOADED, OR PRODUCTS PURCHASED FROM SENECA WOMEN OR OTHERWISE VIA THE SERVICE (INCLUDING THROUGH THE SENECA WOMEN MARKETPLACE OR THE BANK OF AMERICA MARKETPLACE), AND RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE USE OF THE SERVICE (INCLUDING THE DIRECTORY), IS DONE AT YOUR OWN DISCRETION AND RISK.   YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL OR PRODUCTS AND FOR ANY OTHER LOSS CONNECTED THERETO.

THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT, AND ONLY TO THE EXTENT, PROHIBITED BY LAWS APPLICABLE TO YOU (TAKING INTO ACCOUNT THE CHOICE OF LAW PROVISION OF THESE TERMS).

19.  LIMITATION OF LIABILITY 

UNDER NO CIRCUMSTANCES SHALL SENECA WOMEN OR ANY COVERED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF SENECA WOMEN OR ANY COVERED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; WITH REGARDS TO ALL OTHER CLAIMS, IN NO EVENT SHALL THE LIABILITY OF COVERED PARTIES EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE LESSER OF (I) YOUR ACTUAL DIRECT DAMAGES OR (II) US $1000.

20.  INDEMNITY

You hereby agree to indemnify, defend and hold harmless Seneca Women and its employees, licensors, independent contractors, providers, shareholders, subsidiaries and affiliates (collectively, the “Covered Parties”), from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) incurred in connection with any claim arising out of (i) any breach by you of the Terms, (ii) your use of the Service, including, but not limited to any use of Seneca Women’s, its Service Providers’ or any third party content, services and products other than as expressly authorized in these Terms, (iii) your use of any information obtained from the Service, (iv) User Content or Feedback you provide, or (v) your violation of any law or the rights of any third party. You shall cooperate as fully as reasonably required in the defense of any claim for which you are required to indemnify Seneca Women. Seneca Women reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the prior written consent of Seneca Women. Seneca Women will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11.  INTELLECTUAL PROPERTY

The material and content incorporated in or accessible from the Service (except for the Enterprise Services), including the Seneca Women App, the Podcasts, and any other website, mobile app, product or service that is owned, operated, licensed, or otherwise controlled by Seneca Women (the “Seneca Women Content” or “our Content”) is the proprietary information and sole and exclusive property of Seneca Women or its licensors. Our Content is deemed part of the Service. Seneca Women Content is protected to the maximum extent permitted by copyright laws and international treaties. Our Content displayed on or through the Service is protected by copyright as a collective work and/or compilation.

Accordingly, you agree the Seneca Women Content may not be copied, reproduced, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Seneca Women. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Seneca Women Content. Modification or use of the Seneca Women Content except as expressly provided in these Terms violates Seneca Women’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by our granting you access to the Service.

Use of the Service beyond the scope of authorized access granted to you by Seneca Women immediately terminates said permission or license or your Account. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Seneca Women Content made available via the Service for other purposes not stated herein, you must first obtain a license from Seneca Women.

You may choose to, or we may invite you to submit, comments, feedback or ideas about the Service , including without limitation about how to improve the Service (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

Although Seneca Women does not claim ownership of content that its users or third parties post or submit and are subsequently posted, by submitting and/or posting User Content to any area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to Seneca Women an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute User Content and to prepare derivative works of, or incorporate into other works, User Content, and to grant and authorize sublicenses of the foregoing. Seneca Women shall bear no liability in part or in whole for any infringement it may occasion in exercise of its foregoing rights.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Seneca Women Content made available in connection with the Service infringes your copyright, you (or your agent) may send us a notice requesting that such content be removed, or access to it blocked.

12.  NOTIFICATION OF CLAIMS OF INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Seneca Women's agent for notice of claims of copyright or other intellectual property infringement (“Agent”), at [email protected] and/or with our Designated Agent to Receive Notification of claims of Infringement registered with the US Copyright Office.

To be effective the notification must be in writing and contain the following information:

1. To the attention of: Copyright Agent, Seneca Women, LLC.

2. Identify the material on the Site or Seneca Women App that you claim is infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, with enough detail and information reasonably sufficient to permit us to locate it on the Site or Seneca Women App;

3. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on the Site or Seneca Women App.

4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

5. A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

13. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; and

14. Your physical or electronic signature.

Seneca Women will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (“DMCA”). We reserve the right to remove content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Seneca Women will also terminate a user’s account if the user is determined to be a repeat infringer.

15.  TERMINATION

Either you or Seneca Women may terminate these Terms at any time upon notice. Seneca Women reserves the right to restrict, suspend or terminate the Services in whole or in part, without notice, with respect to any breach or threatened breach of these Terms. If Seneca Women terminates your account pursuant to this Section, Seneca Women reserves the right to deny access to the Service in whole or in part, including, without limitation, removing your data from the Seneca Women server, and to refuse to provide the Service to you following such termination.

16.  MODIFICATIONS TO TERMS

Seneca Women has the right to modify these Terms. Any modification is effective immediately upon posting on the Seneca Women website that is reflected by the “Last Updated” date of these Terms. Your continued use of the Seneca Women Service following notice of any modification to these Terms shall be conclusively deemed an acceptance of all such modification(s).

17.  DISPUTE RESOLUTION

Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Seneca Women agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement.

A.            First – Try to Resolve Disputes and Excluded Disputes. If any controversy, allegation, or claim arises out of or relates to the Service or User Content or these Terms, whether heretofore or hereafter arising (collectively, “Dispute”), or to any of Seneca Women's actual or alleged intellectual property rights (an “Excluded Dispute”, which includes those actions set forth in Section (D) below), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section (A). Your notice to us must be sent to: 745 Fifth Avenue, 5th Floor, New York, New York 10151. For a period of sixty (60) days from the date of receipt of notice from the other party, Seneca Women and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Seneca Women to resolve the Dispute or Excluded Dispute on terms with respect to which you and Seneca Women, in each of our sole discretion, are not comfortable.

B.            Binding Arbitration. If we cannot resolve a Dispute as set forth in Section (A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND SENECA WOMEN MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, APPLICATION, SERVICE OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE SITE (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT – INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, FRAUD, ANY OTHER INTENTIONAL TORT OR COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY – AND WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS. The Federal Arbitration Act (“FAA”) shall govern the arbitrability of all disputes between Seneca Women and you regarding these Terms and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Seneca Women and you agree, however, that New York  or federal law shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Seneca Women regarding these Terms and the Service, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to New York's  choice of law principles.

A Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and in accordance with the AAA's Supplementary Procedures for Consumer Related Disputes. The arbitration will be administered by the AAA. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator's fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Seneca Women to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Seneca Women will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator will apply and be bound by these Terms, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party's individual claim. Issues relating to the enforceability of the arbitration and class action waiver provisions contained herein are for the court to decide. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA procedures, rules, and fee information as follows: 800.778.7879 and http://www.adr.org.

C.            Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT A EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION (A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable (a) by delivery of written notice as set forth above in Section (A); (b) filing for arbitration with the AAA as set forth in Section (B); or (c) filing an action in state or Federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.

D.            Injunctive Relief. The foregoing provisions of this Section will not apply to any legal action taken by Seneca Women to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Service, User Content, our Content and/or Seneca Women's intellectual property rights (including such Seneca Women may claim that may be in dispute), Seneca Women's operations, and/or Seneca Women's products or services.

E.            No Class Action Matters. YOU AND SENECA WOMEN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section (B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section (G). Notwithstanding any other provision of this Section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this “No Class Action Matters” section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.

F.            Small Claims Matters Are Excluded From Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.

G.            Federal and State Courts in New York County, New York. Except where arbitration is required as above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in New York County, New York . Accordingly, you and Seneca Women consent to the exclusive personal jurisdiction and venue of such courts for such matters.

18.  GENERAL

Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

No Partnership: You agree that no joint venture, partnership, employment, or agency relationship exists between you and Seneca Women as a result of these Terms or use of the Service.

Governing Law: The formation, construction, performance and enforcement of these Terms shall be governed solely in accordance with the laws of the state of New York without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. 

Severability; Waiver: Whenever possible, each provision of these Terms shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms are held invalid or unenforceable, the remainder of these Terms shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision, except that in the event of unenforceability of the Class Action/Jury Trial Waiver provisions, the entire arbitration agreement will be unenforceable.  Neither Seneca Women nor the user will be deemed to have waived any of its rights under these Terms by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of these Terms will constitute a waiver of any prior or subsequent breach of these Terms.

Entire Agreement: These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Service, will constitute the entire agreement between you and us concerning the Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of the Service. 

Contact: If you have any questions about these Terms, please contact us at [email protected].

Last Updated: April 4, 2025.