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Women in Animation (“WIA”) TERMS OF USE

WWW.WEAREWIA.ORG

Effective Date: November 1, 2021

Welcome to wearewia.org, operated by Women in Animation (“WIA,” “we,” “our,” or “us”), a nonprofit 501(c)(3) organization dedicated to advancing women in the field of animation. These Terms of Use (“Agreement”) set forth the terms and conditions that govern all website visitors’ and users’ (“users,” “you,” “your,” and “yours”) use of our website, womeninanimation.org, including but not limited to Members Only Portals, the WIA Forum, the Job Board, and the Talent Database, or any other online products and services we offer, and anywhere this Agreement is posted (collectively, “WIA Sites” or “Sites”).

Certain areas, features, or functionality of the Sites may be subject to different or additional terms, rules, guidelines or policies (“Additional Rules”), and we may provide such additional rules to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, Additional Rules may conflict with this Agreement. In the event of such a conflict, the Additional Rules will control. Any reference herein to this “Agreement” shall include the Additional Rules. 

PLEASE NOTE THE ARBITRATION PROVISION SET FORTH IN SECTION XVII REQUIRING YOU TO ARBITRATE ANY CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. 

1. This Agreement

1.  Acceptance

Please read this Agreement carefully before accessing the Sites. In order to use the Sites, you must first agree to be bound by this Agreement, including any future modifications. By accessing the Sites, you indicate that you have read, understood, and agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, you are not authorized to use the Sites. 

Furthermore, you are not authorized to use the Sites if (i) you are not of legal age or otherwise do not have the legal capacity to form a binding contract with WIA, or (ii) you are a person barred from using the Sites either (a) under the laws of the country in which you reside or from which you are attempting to access the Sites, or (b) due to prior violations of this Agreement.

1.  Modification

We reserve the right to modify this Agreement at any time. You shall periodically review this Agreement to be aware of such modifications. You further agree that your continued use of the Sites after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Effective Date” at the beginning of this Agreement. We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the initial version and any modified version of this Agreement, then you are not authorized to use the Sites. A current version of this Agreement is accessible through the footer of the Sites’ homepage.

1. Privacy

WIA views the protection of your privacy as an important responsibility. The terms regulating the handling of personal information and other information provided by you in connection with the Sites is described in our Privacy Statement, which is incorporated by reference and can be found at wearewia.org/privacy. By using the Sites, you consent to the collection and use of your personal information by us as described in the Privacy Statement.

1. Intellectual Property

1. Copyright Ownership

The Sites and their content, features and functionality, including, without limitation, information, text, graphics, trademarks, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the “Content”), are the exclusive property of WIA, our licensors, or other content suppliers, and are protected by United States and international intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent. 

 

We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. You can use the Sites for personal, non-commercial use, and subject to these Terms. This license is available to you as long as you are not barred from the Sites by applicable law and your access is not terminated by us. If these Terms are not enforceable where you are located, you may not use the Sites. WIA reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.

 

You may print copies of materials on the Sites for your personal, noncommercial use only, provided that (a) you do not modify copies of materials on the Sites, (b) you keep intact all copyright, trademark, and other proprietary notices appearing therein and (c) you use such materials solely in the manner permitted by this Agreement and not in any manner that competes with us. 

Otherwise, except for information that is in the public domain or as expressly stated herein, you may not modify, copy, distribute, display, reproduce, sell, license, or create derivative works from the Content without the prior written authorization of WIA or any applicable third party content suppliers. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights or those of others.

1. Trademark Ownership

Our trademarks, names, graphics, designs, slogans, logos, page headers, button icons, scripts, commercial markings, trade dress, and service names appearing on the Sites and which indicate a source of goods or services (collectively, the “Trademarks”) belong exclusively to WIA or to our licensors, sponsors, suppliers or other third parties, as indicated. Trademarks are protected by the trademark laws of the United States and other applicable jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademark in any way, including distributing Content for advertising, publicity, or otherwise, without our prior written consent or the consent of such third-party Trademark holder, as applicable.

1. User Submissions

We may allow users to submit comments, feedback, submissions, suggestions, questions, reviews, videos, media, forum and job board posts, talent database entries, and other content through the Sites (collectively, “Submissions”). Unless otherwise expressly stated in our Privacy Statement or this Agreement, we shall have no obligation to keep Submissions confidential and will be free to reproduce, use, disclose and distribute the Submissions to others without limitation. 

By making a Submission, you automatically grant, or warrant that the owner of the Submission has expressly granted, WIA royalty-free, full-paid, perpetual, irrevocable, worldwide, unlimited, nonexclusive, sublicensable, and transferable license to use, re-use, reproduce, sublicense, create derivative works from, modify, publish, edit, translate, distribute, re-distribute, transmit, print, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, import, perform, exhibit, and display the Submission or any part thereof in any media or medium, or any form, format, or forum now known or hereafter developed. WIA may sublicense its rights through multiple tiers of sublicenses. You should not submit any Submissions to us that you do not wish to license to us. By making a Submission to the Sites, you represent and warrant that (i) you have all the necessary rights to grant WIA the foregoing license, (ii) you will not make any Submission that infringes the rights of any party, and (iii) you will indemnify us for any breach of this representation and warranty. 

WIA is and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay any compensation for any Submissions; or (3) to respond to any Submissions.  You grant the Company the right to use the name that you submit in connection with any Submissions. You agree to the foregoing grant of rights, consents, agreements and assignments whether or not your Submissions are used by us.

You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in this Agreement. Without limiting the scope of this section or any future grant of rights, consents, agreements, assignments and waivers you may make with respect to Submissions, you hereby ratify any prior grant of rights, consents, agreements, assignments and waivers made by you with respect to Submissions submitted by you to us.

1. Media Posted on the Members-Only Portal(s)

Further, if you choose to submit or upload media, including but not limited to videos, images, audio recordings, and written works, to our Sites, you represent to us that you own the intellectual property rights to such media. Without limiting the license grant given above in Section III.C (“User Submissions”), you understand that any media shared on our Sites will be available to other members on the Sites who can log in with a username and password and that by submitting or uploading media to our Sites you give WIA the right to display this media to other members. 

As a condition of using our Sites, you shall not to share media submitted by any other members with any non-members, as such media is the artistic work of our members and may not be reproduced or distributed without permission. Members and users acknowledge that media shared on our Sites may not legally be shared with anyone without the consent of the owner of the media’s intellectual property rights.

AS REITERATED BELOW IN SECTION X (“DISCLAIMER OF WARRANTIES”) AND SECTION XI (“LIMITATION OF LIABILITY”) , WIA EXPRESSLY DISCLAIMS ANY LIABILITY FROM THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY SUBMISSIONS POSTED ON OUR SITES. NOTHING ABOUT THIS DISCLAIMER SHOULD BE READ AS LIMITING THE SCOPE OF THE “DISCLAIMER OF WARRANTIES” OR “LIMITATION OF LIABILITY” SECTIONS OF THIS AGREEMENT.

1. DMCA Notice and Procedure for Making Claims of Copyright Infringement 

• WIA respects intellectual property. If you are a copyright rights owner and believe that your copyrighted materials have been copied or shared on WIA’s Sites in a way that you reasonably believe in good faith constitutes copyright infringement, you may notify WIA pursuant to the Digital Millennium Copyright Act (“DMCA”), by contacting: WIA at [email protected] or WIA 6353 El Cajon Blvd #124PM164, San Diego, CA 92115. To be effective, the notification must be a written communication that includes the following information, pursuant to 17 U.S.C. § 512(c)(3)(A):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. 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 at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an e-mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

When we receive a notice regarding a claim of copyright infringement pursuant to the process outlined above, we may give notice to our users by means of a general notice on any of our Sites, electronic mail to a user’s e-mail address in our records, or written communication sent by first-class mail to a user’s physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below.

• To be effective, the counter-notification must be a written communication that includes the following:

1. Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
3. A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

WIA may, in appropriate circumstances and if technically possible, disable or terminate the accounts of users who may be repeat infringers, as well as pursue other remedies that we may have to address infringement claims.

 

1. Availability and Accuracy of Posts on WIA Forum, Job Board, and Talent Database

If you choose to post a Submission on our Forum, Job Board, Talent Database, or any other portion of the Sites that allows for Submissions, you acknowledge that such content will be available for other users to see. If you do not want certain information or content to be publicly available, please do not submit or post it on the Sites. 

By using these features of our Sites, you recognize that all Submissions are made by individual members, and not by WIA itself. WIA is not responsible for monitoring any posts on the WIA Forum, Job Board, Talent Database, or other such services on the Sites. WIA and its designees shall, however, have the right (but not the obligation) in their sole discretion to pre-screen, refuse, edit, or remove any posts that are available on the Sites, all in WIA’s sole discretion. You further agree to assume all risk associated with the use of any Submissions, including any reliance on the accuracy, completeness, or usefulness of the content of Submissions, or any use or misuse of the content contained therein. 

AS REITERATED BELOW IN SECTION X (“DISCLAIMER OF WARRANTIES”) AND SECTION XI (“LIMITATION OF LIABILITY”)  OF THIS AGREEMENT, WIA EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM ANY SUBMISSIONS POSTED ON THE WIA FORUM, JOB BOARD, TALENT DATABASE, OR ANY OTHER SERVICE OR AREA ON THE SITES THAT ACCEPTS USER SUBMISSIONS. NOTHING ABOUT THIS DISCLAIMER SHOULD BE READ AS LIMITING THE SCOPE OF THE “DISCLAIMER OF WARRANTIES” OR “LIMITATION OF LIABILITY” SECTION OF THIS AGREEMENT.

1. Registration

1. Profile; Password

You may only be able to use certain functionalities and features of the Sites if you register with us. If you decide to register with us, you must provide an email address and select a password (“Profile”) to access your account. You shall not allow any third-party to use your Profile to access the Sites and you shall strictly safeguard all information that would enable any individual or entity to access the Sites by using your Profile. You are fully responsible for your failure to safeguard information and/or to permit any other person to access or use the Sites via your Profile, and for all activities that occur under your Profile. You may not sell or otherwise transfer your Profile or account or any portion thereof. You shall notify WIA immediately of any unauthorized use of your Profile or account or any other unauthorized use of the Sites.

1. Accurate Information

You shall provide us with accurate, complete, and current information about yourself during registration and at all other times, and you shall update all information provided to us or requested by us if and as soon as such information changes.

1. Suspension or Cancellation of Account

We have the right to suspend or cancel your registration if we believe you have violated this Agreement. If we suspend or cancel access to your account, you may be prevented from accessing the Sites (temporarily or permanently), your account details, and/or any files or other various materials that are contained in or accessible through your account, all of which may be deleted by us. Such suspension or cancellation of your account will mean that you may lose access to all content submitted by you.

1. Cessation of Services

The form and nature of the products or services offered through the Sites may change from time to time without prior notice to you. As part of our continuing innovation, WIA may stop (permanently or temporarily) providing some or all features of the Sites to you at our sole discretion, without prior notice to you.

1. Usage Restrictions

• You may use the Sites only for lawful purposes and in accordance with this Agreement. You agree not to use the Sites in any manner that:

1. is designed to interrupt, destroy, or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
2. interferes with or disrupts the Sites, services connected to the Sites, or otherwise interferes with operations or services of the Sites in any way;
3. infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
4. consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
5. impersonates or attempts to impersonate WIA, a WIA employee, another User, or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing);
6. causes us to lose (in whole or part) the services of our internet service providers or other suppliers;
7. links to materials or other content, directly or indirectly, to which you do not have a right to link;
8. is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by WIA in its sole discretion;
9. copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
10. develops, creates, supports, or provides any product or service that could compete with or provide a substitute for the Sites, or any of WIA’s services.
11. violates, or encourages anyone to violate this Agreement, any ancillary terms and conditions listed on the Sites, or the Privacy Statement; or
12. violates, or encourages anyone to violate, any applicable local, state, national, or international law, regulation, or order.

1. Third Party Content & WIA Sites

The Sites may contain information about and/or links to third party websites or vendors or service providers (together, “Third-Party Content”) that we believe may be of possible interest to you. Because we do not endorse or otherwise have control over such Third-Party Content, we are not responsible or liable, directly or indirectly, for (i) the availability of such Third Party Content, (ii) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from such Third Party Content, (iii) your participation, correspondence, or business dealings with any third-party found on or through the Sites regarding payment and delivery of specific goods and services, and any other terms, conditions, representations, or warranties associated with such dealings, which are solely between you and any such third party, or (iv) any damage or loss caused or alleged to be caused by or in connection with your interaction with or reliance on any such third party. 

Your use of any Third-Party Content linked to from the Sites is subject to the policies and procedures of the owner of such website, and your use of all such websites is subject to such policies and procedures and not to the terms and conditions of this Agreement. You understand that by using any Third-Party Content linked to from the Sites, you may be exposed to content or other materials that are offensive, indecent, defamatory, or otherwise objectionable.

1. Linking to the Sites & Framing

Creating or maintaining any link from another website to any page on the Sites without WIA’s prior written permission is prohibited. Running or displaying the Sites or any material displayed on the Sites in frames or through similar means on another website without WIA’s prior written permission is also prohibited. Any permitted links to the Sites must comply will all applicable laws, rules, and regulations.

1. Disclaimer of Warranties

YOUR USE OF THE SITES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES, IS AT YOUR OWN RISK. THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  NEITHER WIA NOR ANY OF ITS PAST, CURRENT, OR FUTURE AFFILIATES, NOR ANY OF THEIR RESPECTIVE PAST, CURRENT, OR FUTURE EQUITY HOLDERS, DIRECTORS, OFFICERS, LICENSORS, AGENTS, EMPLOYEES, CONSULTANTS OR REPRESENTATIVES (COLLECTIVELY, THE “WIA PARTIES”) SHALL HAVE ANY LIABILITY, OBLIGATION, OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, COST, EXPENSE, LIABILITY, OR OTHER ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH YOUR USE OF THE SITES. NEITHER WIA NOR THE WIA PARTIES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITES. NEITHER WIA NOR ANYONE ASSOCIATED WITH WIA REPRESENTS OR WARRANTS THAT THE SITES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WIA AND THE WIA PARTIES ARE NOT LIABLE FOR LOSSES OR DAMAGES ALLEGED TO ARISE FROM OR ARISING FROM, ANY USE OF THE SITES, AND WIA IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ALLEGED TO ARISE FROM OR ARISING FROM THE USE OF THE SITES. 

SPECIFICALLY, WIA AND THE WIA PARTIES DISCLAIM (I) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE SITES, AND (II) ALL WARRANTIES NOT EXPRESSLY MADE IN THESE TERMS. FURTHER, UNDER NO CIRCUMSTANCES SHALL WIA BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE OR ARISING OUT OF YOUR USE OF THE SITES, OR YOUR INTERACTION WITH ANY THIRD-PARTY WEBSITE, WHETHER LINKED TO FROM THE SITES OR OTHERWISE, INCLUDING YOUR USE OF ANY CONTENT, INCLUDING ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY OFFENSIVE, INDECENT, DEFAMATORY OR OTHERWISE OBJECTIONABLE NATURE OF ANY CONTENT.

1. Limitation of Liability

GENERALLY. IN NO EVENT SHALL WIA OR THE WIA PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, OR THE PERFORMANCE OF THE SITES OR THE CONTENT AND MATERIALS OR FUNCTIONALITY ON OR ACCESSED THROUGH THE SITES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, EVEN IF WIA OR ITS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULL EXTENT PERMITTED BY LAW, WIA’S LIABILITY SHALL BE LIMITED TO THE AMOUNT, IF ANY, YOU PAID TO WIA FOR THE USE OF THE SITES.

WIA IS NOT RESPONSIBLE OR LIABLE FOR THE CONDUCT OF, OR YOUR INTERACTIONS WITH, USERS OF THE SITES OR SUBMISSIONS THAT THEY POST (WHETHER ONLINE OR OFFLINE), NOR IS WIA RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, INJURY, OR HARM ASSOCIATED THEREWITH.

JURISDICTIONAL LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS (UNDER SECTION X (“DISCLAIMER OF WARRANTIES”) AND IN THIS SECTION XI) MAY NOT APPLY TO YOU.

• Indemnification 

You agree to defend (at our option), indemnify, and hold WIA harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of the Sites or any breach by you of this Agreement.  We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.

1. Representations and Warranties

You represent and warrant that (a) you have all rights, power and the full legal authority to enter into this Agreement on your own and that this Agreement is enforceable against you in accordance with its terms and conditions, (b) you have carefully read this Agreement and shall comply with all of your obligations under this Agreement, and (c) you accept and will abide by the terms of this Agreement (including the disclaimer of warranties and limitation of liabilities provisions set forth above) and the Privacy Statement.

1. No Endorsement

WIA is neither affiliated with, nor sponsored or endorsed by, any specific product, service, methodology or person. The owners of any third-party Trademark or copyright appearing on the Sites are not sponsors of WIA or the Sites and have not endorsed and are not affiliated with WIA or the Sites, and WIA is not a sponsor and does not endorse any such third-parties.

1. No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and WIA by this Agreement, except for the limited agency authority granted by you to WIA in Section III.C (“User Submissions”).

1. Notices

All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Women in Animation 6300 Wilshire Blvd, Suite 860, Los Angeles, CA 90048, and to you at the address we have on file for you, where available. Notice shall be deemed given three (3) business days after the date of such mailing.

1. Governing Law; Jurisdiction; Agreement To Arbitrate

1. Governing Law

This Agreement is governed by the laws of the United States (including federal arbitration law) and the State of California, without resort to any conflict of laws principles. You further agree that, other than disputes properly lodged in a small claims court of the United States, any disputes or claims not subject to the arbitration provision below shall be resolved by a court located in the State of California, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

You and WIA acknowledge that this Agreement evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

1. Agreement to Arbitrate

By using the Sites, you and WIA agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it, excluding actions that qualify for small claims court (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute.

Notice shall be sent:

(1) to WIA at: the contact information provided in Section XVI (“Notices”)

(2) to you at: the contact information on file with WIA.

Both you and WIA agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.

IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such Disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules, before one arbitrator to be mutually agreed upon by both parties. The JAMS rules in effect at the time of the arbitration, as modified by this agreement to arbitrate, shall apply to the arbitration.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination will be made by JAMS or by the arbitrator. 

 

1. Assignment

You shall not resell or assign your rights, duties, or obligations under this Agreement, and any attempted assignment or delegation will be void and of no force or effect whatsoever. This Agreement may be automatically assigned by WIA, in our sole discretion, to a third-party, and such an assignment will inure to the benefit of our successors, assigns, and/or licensees. Without limiting the foregoing, we may sell, transfer, or otherwise share some or all of our assets, including your personal information, with any parent company, subsidiary, joint venture, or a company under our common control, as well as with a potential acquirer, lender, or investor, including in connection with a merger, reorganization, or sale of assets, or in the event of bankruptcy. In each such event, the personal information we have collected from you may be one of the assets transferred.

1. No Waiver

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If WIA does not exercise or enforce any legal right or remedy contained in this Agreement (or which WIA has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of WIA’s rights, and all such rights or remedies shall still be available to WIA.

1. General

If any provision of this Agreement is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. This Agreement and any ancillary terms and conditions referenced herein or included in the Sites set forth the entire understanding and agreement between us with respect to the subject matter hereof.

• Notice to California Residents

 

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Sites, please send an email to us at the contact information provided below in Section XXII (“Contact Us”). California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

 

1. Contact Us

If you have any questions or concerns regarding the Sites, please contact us by e-mail at [email protected], or write to us at:

WIA
Attn: Terms of Use
 6353 El Cajon Blvd #124PM164
San Diego, CA 92115