TERMS OF USE

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WOMEN IN PAYMENTS TERMS OF USE

EFFECTIVE: May 1, 2021

IMPORTANT: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS GOVERNING USE (REFERENCED COLLECTIVELY HEREIN AS THE “TOU”) BEFORE USING THE WOMENINPAYMENTS.ORG WEBSITE AND ANY MATERIALS, SOFTWARE FUNCTIONALITY, AND INFORMATION AVAILABLE THROUGH THIS WEBSITE (THE FOREGOING OFFERINGS COLLECTIVELY REFERENCED HEREIN AS THIS “SITE”). Women in Payments IS WILLING TO LICENSE THE RIGHT AND GRANT PERMISSION TO USE THIS SITE ONLY WITH AGREEMENT TO THIS TOU.

LICENSE GRANT

This Site is owned and operated by Women in Payments, and this TOU provides to you (identified herein as “you” or a “user” or with “your”) a personal, revocable, limited, non-exclusive, royalty-free, nontransferable, and nonsublicenseable license to use this site conditioned on your continued compliance with the terms and conditions of this TOU. You may print and download materials and information from this site solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information and that you do not further distribute or disclose such materials and information. If you wish to distribute or display the materials and information found on this site or to use such materials and information for commercial purposes, you may contact Women in Payments using the contact information set forth below. This TOU is only a license and not an assignment or sale. Accordingly, you expressly acknowledge and agree that Women in Payments transfers no ownership or intellectual property interest or title in and to this site to you or anyone else.

LICENSE GRANT RESTRICTIONS

Notwithstanding the foregoing, Women in Payments reserves all rights not expressly granted. Accordingly, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein this site.

USER OBLIGATIONS

By installing, accessing, or using this site in order to view Women in Payments’ information and materials or enter into a transaction through this Site, you represent that you are at least eighteen (18) years of age ((or the legal age of majority) (whichever is greater)) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on or through this Site, including, without limitation, when you provide information via a site registration or submission form. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of this site. You also acknowledge and agree that use of the Internet and this site is solely at your own risk.

USER NAME HANDLING POLICY

Access to certain member (only) areas of this site requires both a user name and a password. Only one user can use one user name and password and, thus, one account. You agree to keep your user name and password

confidential. You also agree not to use another user’s user name and password. You will immediately notify Women in Payments if you become aware of any loss or theft of your user name and password or any unauthorized use of your user name and password. Women in Payments reserves the right to delete or require a change to a user name or password.

PROPRIETARY RIGHTS

All text, graphics, user interfaces, visual interfaces, photographs, audio, video, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through this site, unless otherwise indicated, are owned, controlled, and licensed by Women in Payments and/or its licensors and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Accordingly, your unauthorized use of this site may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. This site is copyrighted by Women in Payments and/or its licensors. All rights reserved. Women in Payments also owns a copyright in the contents of this site as collective work and/or compilation and in the selection, coordination, arrangement, and enhancement of the content of this site. Any downloadable or printable information or materials available through this site, unless otherwise indicated, are owned by Women in Payments and/or its licensors. Women in Payments , the Women in Payments logo, and all other names, logos, and icons identifying Women in Payments and its programs, products, and services are proprietary trademarks of Women in Payments, and any use of such marks without the express written permission of Women in Payments is strictly prohibited. Other product or company names mentioned herein may be the trademarks and/or service marks of their respective owners.

MEMBERSHIP; OTHER TERMS AND CONDITIONS

Additional notices, terms, and conditions may apply to the membership, participation in a particular program, and/or to specific portions or features of this site. You agree to abide by such other notices, terms, and conditions, as applicable. If there is a conflict between this TOU and the terms posted for or applicable to a specific portion of this site, the latter terms shall control with

respect to your use of that portion of this site or the affected product, program, or service.

PRIVACY POLICY

Please see Women in Payments s Privacy Policy for a summary of Women in Payments ’s personally identifiable information collection and use practices for this Site.

Mobile Services. This Site may offer certain tools or online functionality that are available to you via your mobile phone or other mobile device (collectively, “Mobile Services”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the mobile Ssrvices. In addition, downloading, installing, or using certain mobile services may be prohibited or restricted by your mobile carrier, and not all mobile services may work with all carriers or devices. Therefore, you are responsible for checking with your mobile carrier to determine if the mobile services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the mobile services, and how much they will cost you. Nevertheless, all use of this site and its mobile services shall be in accordance with this TOU.

POSTINGS

This site provides access to community and other interactive features and functionality, where you can share and exchange information or content (with such shared or exchanged information or content referenced collectively as “Postings”). You agree that by using this site you will not upload, post, display, or transmit anything which:

interferes with or disrupts the Women in Payments blog
is contrary to the interests of Women in Payments
may damage, lessen, or harm the goodwill or reputation of Women in Payments and its services,
defames, harasses, threatens, offends, or in any way violates or infringes on the rights of others,
violates any law or encourages anti-competitive behavior,
involves the impersonation of any other person or entity,
is inaccurate, off-topic, irrelevant, or inappropriate for the purposes of the Women in Payments blog, or
constitutes junk mail, spam, or unauthorized advertising.

Women in Payments reserves the right to establish additional practices, parameters, and limits in its sole discretion concerning the storage, display, or availability of any posting. Further, Women in Payments shall not have any obligation to incorporate or utilize any posting that does not correspond to or meet Women in Payments’ technical or usage practices, parameters, and limits.

PERMISSION TO USE POSTINGS

By submitting any type of a posting(s), you automatically and hereby grant a royalty-free, transferable, sublicensable and non-exclusive right and license for Women in Payments to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on any such posting, without additional approval or consideration, in furtherance of and in connection with the operation of this site, and you hereby waive any claim to the contrary. You represent that you have all necessary rights to make a posting(s) available to Women in Payments, and you also acknowledge that Women in Payments has no control over the extent to which any idea or information (in a posting) may be used by any party or person once it’s posted or displayed.

NO PRE-SCREENING OF POSTING

Women in Payments is not responsible for pre-screening or editing your or another user’s postings and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any postings. Moreover, Women in Payments does not endorse, oppose, or edit any opinion or information provided by you or another user (unless separately and expressly provided by Women in Payments) and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any posting displayed, uploaded, or distributed by you or any other user. Nevertheless, Women in Payments reserves the right to monitor, delete, access, read, preserve, disclose or take other action with respect to postings (or parts thereof) that Women in Payments reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this TOU, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, (v) protect the rights, property or safety of Women in Payments, its users, or the public, or (vi) that Women in Payments believes in good faith violate this TOU and/or are, or are potentially, unlawful or harmful to WIP, its services, or goodwill. If you violate this TOU, Women in Payments may, in its sole discretion, delete the unacceptable content from your posting, remove or delete the posting in its entirety, issue you a warning, and/or terminate your use of this site.

FEEDBACK

Women in Payments welcomes your feedback and suggestions about how to improve this site. By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Women in Payments you represent and warrant that such feedback does not infringe the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey such feedback to Women in Payments. In addition, any feedback received through this site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Women in Payments to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed, and for the full term

of any rights that may exist in such content, and you hereby waive any claim to the contrary.

LINKS TO OTHER SITES

Women in Payments may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating related information, products, and services. Such other sites are maintained by third parties over which Women in Payments exercises no control. Moreover, these links do not imply an endorsement with respect to any third party or any third party web site or the information, products, or services provided by any third party.

LINKS TO THIS SITE

Women in Payments permits (plain) hypertext links to the primary landing page for this Site (www.womeninpayments.org). With respect to any such link(s), this TOU provides to you a personal, revocable, limited, non-exclusive, nonsublicenseable license to post a plain text link to this site from your personal web page or social media page using “womeninpayments.org.” Any links to this site should not suggest that Women in Payments promotes or otherwise endorses or is affiliated with any third party products, services, programs, causes, campaigns, websites, or information unless Women in Payments has provided prior written consent for such promotion, affiliation, or endorsement.

DISCLAIMER. Women in Payments MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RESULTS OR RESULTS OF USE, RELIABILTY, LEGALITY, OR ACCURACY OF THIS SITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. MOREOVER, WIP MAY MAKE MODIFICATIONS AND/OR CHANGES WITH RESPECT TO THIS SITE AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE AND/OR RELYING ON THIS

SITE. IN ADDITION, WIP EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE CONTENT, MATERIALS, ACCURACY OF THE INFORMATION, AND/OR QUALITY OF THE INFORMATION, PRODUCTS OR SERVICES PROVIDED BY, AVAILABLE THROUGH, OR ADVERTISED ON THIRD PARTY WEB SITES AVAILABLE BY LINK FROM THIS SITE.

LIMITATION OF LIABILITY. YOU EXPRESSLY ABSOLVE AND RELEASE WIP FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND WIP’S CONTROL. MOREOVER, IN NO EVENT SHALL WIP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABLITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY AND SHALL OTEHRWISE BE LIMITED TO THE EXTENT OF THE LAW. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF WIP FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO WIP DURING THE PAST SIX MONTHS IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE.

GOVERNING LAW

This TOU has been made in and will be construed and enforced in accordance with the laws of the province of Ontario as applied to agreements entered into and completely performed in the province of Ontario. Any action to enforce this TOU will be brought in the federal or provincial courts presiding in the province of Ontario, and all parties to this TOU expressly agree to be subject to the jurisdiction of such courts. Any claim you might have against Women in Payments must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. This site is controlled and operated by Women in Payments from its offices within Canada. Women in Payments makes no representation that this site is appropriate or available for use in other foreign locations. You access this site on your own volition and are responsible for compliance with all applicable local laws.

ENFORCING SECURITY ON THIS SITE

Actual or attempted unauthorized use of this Site may result in criminal and/or civil prosecution.Women in Payments reserves the right to view, monitor, and record activity on this site without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through this site. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on this site as well as to disclosures required by or under applicable law or related government agency actions. Women in Payments will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, Women in Payments reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to this site, or any portion of this site in order to protect this site, Women in Payments , or Women in Payments ‘ business.

INJUNCTIVE RELIEF

You acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of Women in Payments’proprietary assets, will cause irreparable injury to Women in Payments, such injury would not be quantifiable in monetary damages, and Women in Paymentswould not have an adequate remedy at law. You therefore agree that Women in Payments shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that Women in Payments post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Women in Payments to enforce any provision of this TOU.

INDEMNITY

You agree to defend, indemnify, and hold harmless Women in Payments and its respective employees, directors, officers, members, agents, attorneys,

successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this agreement.

TERM AND TERMINATION

This TOU will take effect (or re-take effect) at the time you click “I ACCEPT,” respond to a request for information or send a request for information or materials through the site, and/or begin installing, accessing, or using this site, WHICHEVER IS EARLIEST. This TOU will terminate automatically if you fail to comply with this TOU, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOU at any time by ceasing to use this site, but all applicable provisions of this TOU will survive termination, as identified below, and each re-access or use of this site will reapply the Terms of Use (then in effect) to you. Upon termination, you must destroy all copies of any aspect of this site in your possession or control. The provisions concerning proprietary rights, feedback, disclaimer of warranty, limitation of liability, governing law, enforcing security on this site, injunctive relief, term and termination, waiver and severability, and entire agreement will survive the termination of this TOU for any reason.

WAIVER and SEVERABILITY

Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by WIP of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers, venue, claim, and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.

ENTIRE AGREEMENT

No joint venture, partnership, employment, or agency relationship exists between you and Women in Payments as result of this TOU or your utilization of any this site. This TOU, Women in Payments’ privacy policy, and any related or associated product purchase, service, or software license agreements, which are all hereby incorporated by reference (as applicable) as if set forth fully herein, represent the entire agreement between you and Women in Payments with respect to use of this site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Women in Payments with respect to this site. Please note that Women in Payments reserves the right to change the terms and conditions of this TOU and the terms and conditions under which this site and its offerings are extended to you by posting online a revised TOU or mailing and/or e-mailing notice thereof to you. In addition, Women in Payments may add, modify, or delete any aspect, program, functionality, or feature of this site. Your continued use of this site following any addition, modification, or deletion will be conclusively deemed acceptance of any change to the terms and conditions of this TOU. Accordingly, please review this TOU found at this location on a periodic basis.

CONTACT INFORMATION

If you have questions regarding this site or if you are interested in obtaining more information concerning Women in Payments or permission to use any Women in Payments content, please contact us here:

Rebecca Gledhill
info@womeninpayments.org
1698 Flamborough Circle
Mississauga, ON L5M 3M7