IF YOU ARE LOCATED IN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, INDIA, OR ANY OTHER JURISDICTION OUTSIDE THE EUROPEAN ECONOMIC AREA / SWITZERLAND / UNITED KINGDOM
These Specific Terms of Service apply to the following websites: www.MidwiferyWisdom.com, or any other website with a Midwifery Wisdom domain associated with a jurisdiction outside of the European Economic Area (“EEA”), Switzerland, or the United Kingdom (“U.K.”).
SECTION 15 OF THESE SPECIFIC TERMS OF SERVICE INCLUDES A MANDATORY AGREEMENT TO ARBITRATE, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF ANY OF THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT UNLESS YOU VALIDLY ELECT TO OPT OUT OF SUCH PROVISION. THE DISPUTES/ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. DO NOT ACCESS OR USE ANY OF THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY.
A Specific Terms of Service may supplement this Agreement, but if any term of this Agreement expressly conflicts with any term of a Specific Terms of Service, the conflicting term in the Specific Terms of Service will control but only with respect to the applicable product, function or service. All other terms and conditions in both this Agreement and the Specific Terms of Service will remain in force.
If you are using the Services as a Job Seeker, please review the terms of Section 7 carefully. If you are using the Services as a Client, please review the terms of Section 8 carefully.
1. USE OF THE SERVICES
By using the Services, you acknowledge that we do not have control over the quality, accuracy, completeness, veracity or legality of content provided by third parties. In addition, you acknowledge that we do not have control over the integrity, responsibility or actions of Job Seekers or Clients.
You must be at least eighteen (18) years of age or the age of majority in the jurisdiction in which you reside to use the Services, so that you can form a binding contract with Midwifery Wisdom. If you are under the age of eighteen (18) or the age of majority, and you are permitted to work in the jurisdiction in which you reside, you represent that a parent or legal guardian has reviewed and agrees to this Agreement on your behalf. You may not use the Services if your use of the Services has been previously terminated or suspended by Midwifery Wisdom, unless we have provided you with specific written authorization to re-use the Services.
For residents of Canada: The Services are not offered in the province of Quebec, or in respect of the hiring, employment, or offer of employment, of any employee in the province of Quebec. For further clarity, the provision of the Services and any employment or other relationship of a user of the Services shall not be governed by Quebec law.
B. Contact with You by Telephone or SMS
When using specific Services, we may ask for your consent to contact you by telephone, including by SMS. By granting such consent, you authorize Midwifery Wisdom to contact you by telephone at the number(s) you have provided, and acknowledge that Midwifery Wisdom may do so using an automatic telephone dialing system or an artificial or prerecorded voice (to the extent permitted by the laws of the jurisdiction where you reside).
You may revoke consent to be contacted by telephone by emailing email@example.com and including the wording “Revocation of Telephone Consent” in the subject line. To stop receiving SMS messages from Midwifery Wisdom, you may reply “STOP” to any SMS message you receive. Consent to being contacted by telephone is not required as a condition of using the Services or of purchasing any other property, goods, or services from Midwifery Wisdom.
You agree that we may, but are not obligated to, monitor or record any of your telephone conversations with us for quality control purposes, for training our employees and for our own protection. You acknowledge that not all telephone lines or calls are recorded by us and that we do not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved.
C. Contact with You by Email
By providing Midwifery Wisdom your email address, you consent to our using the email address to send you Service-related and other non-commercial 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 messages, such as changes to features of the Service and special offers (to the extent permitted by the laws of the jurisdiction where you reside). If you have consented to receive email job alerts or marketing communications from us, we will send you such communications until you opt-out. If you do not want to receive job alert emails and/or marketing communications from us, you may opt-out or change your preferences in your Account page or by following the opt-out and/or unsubscribe instructions in the email message, or by requesting to be opted-out by emailing: firstname.lastname@example.org . Please note that opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
Please note, that while you can opt-out of marketing messages and email job alerts, you cannot opt-out of service-related communications, including those related to security, legal notices, your account, your use of our Services, billing, and other transactional purposes unless you deactivate your account and stop using our Services.
D. User Accounts
The information in this section applies to all User accounts. If you sign up and/or create an account with Midwifery Wisdom (in accordance with Section 7C or Section 8 below), you may control your profile information and how you interact with the Services by changing the settings on your Settings page. When creating your account or uploading information to the Services through your account, you represent and warrant that you will provide accurate and complete information. You are solely responsible for the activity that occurs under your account. You are expected to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your account.
You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that your account is personal to you and you agree not to provide any other person with access to the Services using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You understand that even if you notify us, you will be totally responsible for all activities that occur under your account. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
By connecting to the Services using 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. For example, if you access the Services through a social networking site, you agree that Midwifery Wisdom can access, store, and make available on the Services, any information and data that you provide in your applicable social networking site account such that the same information is available in your Midwifery Wisdom account. You agree that we are not liable for any personal data that is made available to us in violation of your privacy settings with the applicable social networking site.
Midwifery Wisdom may suspend or terminate your account and/or your access to the Services, or any portion of the Services at any time without notice to you, for any reason, including if in our sole discretion we determine that you have violated the terms of this Agreement (including in accordance with Section 1E and/or 6F below). Upon any such termination, all the provisions of this Agreement shall continue to survive except for any provisions that grant you access to any of the Services. You agree that we will have no liability to you for any termination or suspension of your access to the Services or your account, or the deletion of information contained within such account.
E. General Rules for Use of Services
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Midwifery Wisdom servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Midwifery Wisdom grants the operators of public search engines revocable permission to use spiders to copy materials from Midwifery Wisdom.com for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited communications; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information from the Services, except as expressly permitted by certain features of the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xiii) disclosing or sharing login credentials; (xiv) reverse engineering or decompiling any parts of the Services; (xv) frame or link to any information or content on the Services; (xvi) post or submit any inaccurate, incomplete, or false biographical information or another person’s information; or (xvi) post or submit any material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening, or obscene as determined by Midwifery Wisdom.
We may, without prior notice, change any aspect of the Services; stop providing the Services or features of the Services; or create usage limits for the Services (for paid products and services). If any such change, cessation or limitation of the Services materially and adversely affects you, then you may terminate the Services on written notice to us. In the event of such termination, you will receive a pro-rata refund of any pre-paid fees pertaining to Services paid for, but not provided, for the balance of the applicable term of your then-current subscription plan. We may permanently or temporarily limit, condition, terminate or suspend your access to the Services or any features thereof, including if in our sole determination (acting reasonably) you breach or violate any provision of this Agreement, commit fraud or other abuse using the Services.
You are solely responsible for your interactions with other Midwifery Wisdom Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Midwifery Wisdom shall have no liability for your interactions with other Users, or for any User’s action or inaction. Midwifery Wisdom shall have no obligation to you to enforce this Agreement against any other User.
If you use on any Website, a calculator that estimates unemployment insurance benefits, you agree to the following: (a) the calculator gives an estimate only and is not intended as legal advice, (b) the calculator does not guarantee that you will be eligible for benefits or a specific amount of benefits, (c) you must file an Unemployment Insurance claim with your state to find out if you are eligible and learn your actual benefit amount, and (d) we are not liable for any loss or damages caused by using this calculator.
F. Use of Salary Data
Without limiting the generality of the foregoing or the provisions of Section 13 of these Specific Terms of Service: (I) SALARY DATA ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS; (II) ANY USE OR RELIANCE UPON ANY PORTION OF THE SALARY DATA SHALL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND ANY THIRD PARTY PROVIDERS OF SALARY DATA HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SALARY DATA OR SALARY DATA DISPLAYS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, CORRECTNESS, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND (III) NEITHER WE NOR ANY THIRD PARTY PROVIDER OF SALARY DATA SHALL BE LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY USE BY YOU OF THE SALARY DATA.
3. USER CONTENT LICENSE GRANT
By posting, submitting, providing and/or otherwise making available any User Content, you expressly grant, and represent that you have a right to grant, to Midwifery Wisdom, a royalty-free, sublicensable (through multiple layers of sublicensees), perpetual, transferable, non-exclusive, worldwide license to use, sell, reproduce, adapt, translate, sublicense, publicly perform, publicly display, and make derivative works from and otherwise exploit, all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for the purposes of posting such User Content on the Midwifery Wisdom websites, distributing such User Content through the Midwifery Wisdom distribution and publishing network and in job alerts to job seekers, and to promote Midwifery Wisdom and the Services. This license continues even if you stop using the Services.
You represent and warrant that you have the rights, power and authority necessary to grant the rights described in this section to User Content that you submit, provide, make available or post, via the Services, that the use by Midwifery Wisdom of your User Content will not violate any law or infringe the rights of any third party, and that your User Content and any other information that you provide to us is legal, complete, legitimate, truthful and accurate.
5. OUR PROPRIETARY RIGHTS
This Agreement provides only a limited license to access and use the Services in accordance with the terms of this Agreement. Accordingly, you hereby agree that Midwifery Wisdom transfers no ownership or intellectual property interest or title in and to the Services or any materials used in connection with the Services, including, without limitation, software, (including source code), programs, products, information, documentation, images, text, graphics, user interfaces, visual interfaces, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and content (the, “Midwifery Wisdom Content”). All such Midwifery Wisdom Content as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services (except for Feedback) are exclusively owned, controlled, and/or licensed by Midwifery Wisdom or its members, parent(s) licensors, or affiliates. Midwifery Wisdom, the Midwifery Wisdom logo, and all other marks are proprietary trademarks of Midwifery Wisdom and any use of such marks, including, without limitation, as domain names, account identifiers, or in connection with any search engine optimization practice(s), without the prior written permission of Midwifery Wisdom is hereby strictly prohibited. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under, any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the Midwifery Wisdom Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.
If you participate in any evaluation regarding the Services or otherwise provide Midwifery Wisdom suggestions, comments, ideas, opinions, recommendations for the modification, correction, improvement, or enhancement of the Services, or other feedback regarding the Services (collectively, “Feedback”). Such Feedback will be deemed to include a royalty-free, perpetual, irrevocable, transferable, sublicensable, and non-exclusive right and license for Midwifery Wisdom 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 Feedback without additional approval or consideration in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary. To the extent permitted by applicable law, you waive any moral rights and irrevocably consent to any acts that would otherwise infringe your moral rights, in your Feedback. You agree not to provide any Feedback that is false or misleading or that breaches any agreement you have with a third party.
7. ADDITIONAL TERMS THAT APPLY TO JOB SEEKERS
As a Job Seeker, you can (i) use the Services to search for jobs, (ii) apply for jobs (“Job Applications”), (iii) receive job alert emails or text messages, where such features are available to you (“Job Alerts”), and (iv) include your resume and other applicable information in a resume database (the, “Resume Database”). For purposes of this Agreement, references to “resume” or “CV” shall also mean a curriculum vitae, profile, references, recommendations, and other similar written overviews or assessments of a person’s experience and qualifications.
If you have a Midwifery Wisdom account, provide your resume/CV to Midwifery Wisdom, and/or sign up for Job Alerts, you agree that we may (A) use the information you provide to send you information about Job Advertisements that may be of interest to you; and (B) display or provide your resume/CV and profile information (to the extent that you have not designated it as private) to an employer or recruiter who may be interested in candidates like you.
To the extent that you wish us to share your information and resume/CV with potential employers, recruiters, or staffing agencies (including, where you have submitted your resume/CV to the Resume Database or because you have applied to a Job Advertisement on a Midwifery Wisdom website), you consent to our sharing your resume/CV, together with any additional information you provide to us during the application process. This means that you give us a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license (and right to sub-license), of any rights, including intellectual property rights, in your resume/CV and any additional information you provide to us, to share or otherwise use such resume/CV and additional information as we reasonably require to fulfil the services we provide to you.
8. ADDITIONAL TERMS THAT APPLY TO PROVIDERS OF JOB ADVERTISEMENTS
As a Client, you can use the Services to (i) search for prospective employees or candidates, (ii) view resumes, profiles, or curriculum vitae, and/or (iii) post and/or distribute Job Advertisements on behalf of yourself and/or a third party.
A. Content Rules
With respect to all Job Advertisements that you submit, make available, provide, post or distribute, whether on your own behalf or on behalf of a third party, in addition to the other requirements in this Agreement, you represent and warrant that (i) the content of Job Advertisements (whether owned by you or your clients), will comply with advertising standards and applicable laws, including, but not limited to, employment and privacy laws, in your jurisdiction and the jurisdictions in which the vacancies are located; (ii) you have the necessary rights to permit the publication and use of Job Advertisements by Midwifery Wisdom pursuant to this Agreement; (iii) the use, reproduction, distribution or transmission of Job Advertisements will not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, trademark, or other proprietary right, false advertising, defamation, any other right of any person or entity; (iv) the content of Job Advertisements shall comply with the then-current versions of this Agreement and Job Posting Rules (referenced below); and (v), you have the authority to grant permission to Midwifery Wisdom to wrap or collect Job Advertisements from applicable websites if necessary, to include in distributions and any such wrapping will not cause Midwifery Wisdom to violate the rights of any third party. You understand and agree that you are solely responsible for any liability arising out of publication of Job Advertisements or material to which users can link though such Job Advertisements. You agree to indemnify and hold Midwifery Wisdom and its subsidiaries, and their respective officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with Job Advertisements provided by you or any other content provided by you, or your breach of this Agreement.
You agree not to post or promote any Job Advertisements that: (i) contain inaccurate, false, or misleading information; (ii) contain “hidden” keywords or keywords that are irrelevant to the job opportunity being presented; (iii) sell, promote or advertise products or services; (iv) endorse a particular political party, political agenda, or political position or promote a particular religion; (v) advertise job openings located in countries subject to economic sanctions of the United States or Canadian governments, except where permitted by applicable law; (vi) require the applicant to provide information relating to his/her (a) racial or ethnic origin, (b) political beliefs, (c) religious beliefs, (d) membership of a trade union, (e) physical or mental health, (f) sexual life, (g) the commission of criminal offences or proceedings, or (h) age; (vii) contain content or links to content that exploit people in a sexual, violent or other manner, or solicits personal information from anyone under the age of 13; (viii) includes any screening requirement or criteria where such requirement or criteria is not a bona fide occupational requirement for the role; (ix) involves any franchise, pyramid scheme, “club membership”, distributorship, or multi-level marketing opportunity or requires recruitment of other members, sub-distributors or sub-agents; (x) requires applicants to pay to apply, pay for training, pay for training materials, or pay for samples; (xi) contain content that violates applicable laws; (xii) pays commissions only (except for postings that make clear that the available job pays commission only and clearly describes the product or service that the Job Seeker would be selling, in which case such Job Advertisements are permissible); (xiii) requires citizenship or lawful permanent residence in a country, unless that is required in order to comply with law, regulation, or a federal, state or local government contract; (xiv) contain links to any site competitive with Midwifery Wisdom other than to an actual job posting; or (xv) do not otherwise comply with the then-current Job Posting Rules (currently available at www.artofbirthing.com (as applicable) (collectively, “Job Posting Rules”).
Additionally, Job Advertisements must comply with applicable local, national and international laws, and regulations including, but not limited to, those relating to labor and employment, and anti-discrimination (or the equivalent in the country that the Job Advertisements are made available, posted or distributed).
REPORTING VIOLATIONS OF THE CONTENT RULES: If you believe that any content on our Websites, violate the Content Rules, please contact us at: email@example.com and state the following in the subject-line of your email: Violation of Content Rules. For content that allegedly violates your copyright, please see Section 10 below.
9. PRIVACY AND SECURITY
Unfortunately, the transmission of information over the Internet is not completely secure and we cannot, therefore, guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal data for improper purposes. You acknowledge that you provide your personal data at your own risk. Any actual or attempted use of the Services by you in violation of this Agreement may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Midwifery Wisdom reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Services without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Services.
10. INFRINGING CONTENT
A. DMCA Notice Procedure (Copyrights)
It is the policy of Midwifery Wisdom to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”), or if you reside outside the United States, any similar applicable law with respect to copyright infringement in the jurisdiction in which you are located.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify the Midwifery Wisdom copyright agent as set forth below. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and provide a link (where available) to where it is located on the Services;
- Information reasonably sufficient to permit Midwifery Wisdom to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC URLS WHERE CONTENT MAY BE FOUND WILL RESULT IN A DELAY IN THE PROCESSING OF YOUR DMCA NOTIFICATION AND MAY RESULT IN YOU HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS. MIDWIFERY WISDOM WILL NOT TAKE RESPONSIVE ACTION TO REMOVE CONTENT UNTIL ALL OF THE NECESSARY INFORMATION IS PROVIDED.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Agent
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Copyright Counter-Notices. If content you posted on the site was removed due to a claim(s) of copyright infringement and you would like to dispute that removal, the process for counter-notifications is governed by Section 512(g) of the DMCA:
- To file a counter-notification with us, you must provide a written communication that sets forth the items specified below.
- Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of users (and removal of content from users) who are infringers. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.
Elements of Counter-Notification. To expedite our ability to process your counter-notification, please use the following format (including section numbers):
- Identify the specific URLs of material that Midwifery Wisdom has removed or to which Midwifery Wisdom has disabled access.
- Provide your full name, address, telephone number, email address and, if you are a registered User, the User name of your account.
- Provide a statement that you consent to the jurisdiction of the courts of the state of California, and that you will accept service of process from the person who provided notification to Midwifery Wisdom in accordance with the process outlined above or an agent of such person.
- Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or mis-identification of the material to be removed or disabled.”
ign the notice. If You are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address:
Attn: DMCA Agent
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it may include any of your identifying information set forth in the counter-notification. By submitting a counter-notification, you therefore consent to having such identifying information revealed in this way.
After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the site. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).
Foreign Counter-Notification. If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Therefore, please be aware that there may be adverse legal consequences in your country and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of users who are infringers. So, if you are not sure whether content you posted on the site is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we recommend you first contact a lawyer knowledgeable in the laws of the United States and the state of California. If you do wish to file a counter-notice, you should follow the process set forth above under the heading “Elements of Counter-Notification.”
General. In accordance with the DMCA and other applicable law, Midwifery Wisdom has adopted a policy of terminating, in appropriate circumstances, the accounts of Users who are deemed to be repeat infringers. Midwifery Wisdom may also at its sole discretion limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
B. Other Infringing Content(Trademarks)
If you believe in good faith that any content on the Services is illegal or infringes your or a third party’s intellectual property right or you wish to make us aware of any other illegal or infringing acts which relate to the Services, you can contact us via email at: firstname.lastname@example.org . Any notice to us must contain: (a) a detailed description of the infringing or illegal material or activity including why it is infringing or illegal; (b) a detailed description specifying the location of the material that you claim is infringing or illegal (if applicable); and (c) your name, address, telephone number and e-mail address.
11. THIRD-PARTY LINKS AND SERVICES
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless Midwifery Wisdom and its subsidiaries, and their respective directors, officers, board members, employees, agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all legal fees and expenses) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement and any other agreement that you have with Midwifery Wisdom, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party rights, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation, including, without limitation, your violation of the U.S. Fair Credit Reporting Act, or pursuant to applicable credit reporting laws, and any applicable data protection, email marketing, or telemarketing laws (including any email, phone call or text message you send or make to another User); (v) any claims or damages that arise as a result of your User Content; (vi) any other party’s access and use of the Services with your account or log-in information; and/or (vii) your intentional or willful misconduct, or negligence.
13. NO WARRANTY
A. Disclaimer of Warranties
NOTHING IN THIS AGREEMENT SEEKS TO EXCLUDE ANY CONDITION, WARRANT OR GUARANTEE THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIDWIFERY WISDOM DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES ARE AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES, GUARANTEES, CONDITIONS OR TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PURPOSE OR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MIDWIFERY WISDOM, ITS EMPLOYEES, OR AGENTS, OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY, GUARANTEE, TERM OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (I) ANY CONTENT PROVIDED ON OR THROUGH THE SERVICES IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT; (II) THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE UNINTERRUPTED OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED OR AVAILABLE AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR ANY OTHER TYPE OF LOSS THAT RESULTS FROM SUCH CONTENT OR YOUR USE OF THE SERVICES.
IF ANY SUCH WARRANTY OR GUARANTEE CANNOT BE EXCLUDED UNDER APPLICABLE LAW, THEN TO THE EXTENT PERMITTED BY APPLICABLE LAW, MIDWIFERY WISDOM’S LIABILITY FOR BREACH OF ANY SUCH WARRANTY OR GUARANTEE IS LIMITED (AT MIDWIFERY WISDOM’S OPTION) TO: (A) FOR GOODS, THE REPAIR OR REPLACEMENT OF THE GOODS, THE SUPPLY OF EQUIVALENT GOODS OR PAYMENT OF THE COST OF THE REPAIR OR REPLACEMENT OF THE GOODS OR SUPPLY OF EQUIVALENT GOODS; OR (B) FOR SERVICES, THE RESUPPLY OF THE SERVICES OR PAYMENT OF THE COST OF THE RESUPPLY OF THE SERVICES.
B. Universal Disclaimer
MIDWIFERY WISDOM DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND MIDWIFERY WISDOM WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
MIDWIFERY WISDOM DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
14. LIMITATION OF LIABILITY
(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN NO EVENT SHALL MIDWIFERY WISDOM, ITS SUBSIDIARIES, AND THEIR RESPECTIVE BOARD MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSOR AND ASSIGNS, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY (I) INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES OR LOSSES, OR ANY OTHER LOSS OR DAMAGE THAT DOES NOT ARISE NATURALLY AND ACCORDING TO THE USUAL COURSE OF THINGS FROM THE BREACH, ACT OR OMISSION RELATING TO THIS AGREEMENT AND GIVING RISE TO THAT LOSS, WHETHER OT NOT SUCH LOSS MAY REASONABLY BE SUPPOSED TO HAVE BEEN IN THE CONTEMPLATION OF THE PARTIES AT THE TIME THEY ENTERED INTO THIS AGREEMENT AS A PROBABLY RESULT OF THE BREACH, ACT OR OMISSION; OR (II) LOSS OF PROFITS, GOODWILL, USE, DATA THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL MIDWIFERY WISDOM BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
(B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIDWIFERY WISDOM ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS OR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (VII) USER CONTENT OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY.
(C) IN NO EVENT SHALL MIDWIFERY WISDOM, ITS SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO MIDWIFERY WISDOM IN THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM OR USD $10, WHICHEVER IS LESSER.
(D) THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN IF MIDWIFERY WISDOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
15. AGREEMENT TO ARBITRATE
If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 17. is enforceable, the following mandatory arbitration provisions apply to you:
A. Binding Arbitration
This Section 15 is referred to in this Agreement as the “Agreement to Arbitrate”. You agree that any and all disputes or claims that have arisen or may arise between you and Midwifery Wisdom or its affiliates, whether relating to the Services, this Agreement (including any alleged breach thereof), or otherwise (each a “Dispute”), shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Agreement to Arbitrate. Your rights will be determined by a neutral arbitrator, not a judge or jury. YOU UNDERSTAND THAT ABSENT THIS AGREEMENT TO ARBITRATE, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party (“Notice”), by certified mail or Federal Express (signature required) or, in the event that we do not have a physical address on file for you, by electronic mail. Midwifery Wisdom’s address for Notice is: Attention: Legal Department email@example.com .
The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Midwifery Wisdom may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Midwifery Wisdom shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
Additional Requirements Applicable to Users in the United States or any other Jurisdiction not Expressly Identified Herein: The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), including the AAA’s Supplementary Procedures for Consumer-Related Disputes, each available at www.adr.org, or such other alternative dispute resolution body and arbitration rules that may be mutually agreed upon by you and Midwifery Wisdom. Your arbitration fees and your share of arbitrator compensation shall be governed by such rules. Any arbitration hearings will take place at a location to be agreed upon in Las Vegas, Nevada, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (a) solely on the basis of documents submitted to the arbitrator; (b) submitted to the arbitrator; (b) through a non-appearance based telephonic hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Midwifery Wisdom may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
You and Midwifery Wisdom agree that any arbitration shall be limited to the Dispute between Midwifery Wisdom and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
C. Exceptions to Informal Negotiations and Arbitration
You and Midwifery Wisdom agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Midwifery Wisdom intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
A. Governing Law and Location
Midwifery Wisdom makes no representations that the Services or the materials available via the Services, are appropriate or available for use in locations outside of the United States, Canada, Australia, New Zealand, or India (in accordance with the Applicable Website). Those who choose to access the Services do so on their own initiative and are responsible for compliance with all United States of America, Canadian, Australian, New Zealand, and/or Indian laws (as applicable and in accordance with the Applicable Website) as well as local laws, if and to the extent local laws are applicable.
Unless otherwise required by a mandatory law, this Agreement and any Disputes shall be governed by the internal substantive laws of the State of Nevada, without respect to its conflict of laws principles. An arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. Except as otherwise expressly provided in this Agreement, all arbitration and other litigation in a court of competent jurisdiction of any dispute between you and Midwifery Wisdom related to this Agreement shall be located in Las Vegas, Nevada.
You may not use the Services if you are a resident of a country embargoed by the United States, Canada, Australia, New Zealand and/or India, or are a foreign person or entity blocked or denied by the United States, Canadian, Australian, New Zealand, or Indian governments.
This Agreement shall be personal to you and you may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without the prior written consent of the General Counsel of Midwifery Wisdom or his/her designee. Midwifery Wisdom can assign this Agreement or delegate its obligations without restriction other than as required under applicable law.
C. Relationship of the Parties
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, employer, contractor or employee of the other. Neither party shall have or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.
Except as set out in this Agreement, only you and Midwifery Wisdom may enforce this Agreement as this contract is between you and Midwifery Wisdom; no other party shall be entitled to enforce the terms of this Agreement.
D. Notification Procedures
Midwifery Wisdom may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our websites, as determined by Midwifery Wisdom in its sole discretion. Midwifery Wisdom reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. Midwifery Wisdom is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add firstname.lastname@example.org to your email address book to help ensure you receive email notifications from us.
Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
E. Entire Agreement
This Agreement, together with any amendments and any additional agreements you may enter into with Midwifery Wisdom in connection with the Services, shall constitute the entire agreement and understanding between you and Midwifery Wisdom concerning the Services. You acknowledge and agree that you have not relied upon any statement, promise or representation made or given by or on behalf of Midwifery Wisdom, which is not set out in this Agreement or any document expressly referred to herein.
F. Compliance with Laws
You agree to comply with all applicable laws, regulations and ordinances in the use of the Services and the conduct of your activities.
Pursuant to your use of the Services, you may receive information or be exposed to features and functionality that are not known or available to the general public, including, but not limited to, login credentials, technology, API Keys, dashboards, widgets, insertion codes, salary data and Salary Data Displays, and guidelines and documentation relating to the Services (“Confidential Information”). You agree that: (a) all Confidential Information will remain the exclusive property of Midwifery Wisdom; (b) you will use Confidential Information only as is necessary for your use of the Services and in accordance with this Agreement; (c) you will not disclose Confidential Information to any third party; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You further agree not to share with, or otherwise disclose to, any third party, log-in credentials or any other mechanism that permits access to the Services or any other non-public area of the Midwifery Wisdom websites.
H. Equitable Relief
You acknowledge that a breach by you of any confidentiality or proprietary rights provision of this Agreement may cause Midwifery Wisdom irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Midwifery Wisdom may institute an action to enjoin you from any acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and additionally, Midwifery Wisdom may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.
I. No Publicity.
You shall not publicly disclose, issue any press release nor make any other public statement, nor otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, or the relationship with us without the prior written approval of our legal department. You further agree not to misrepresent or embellish your relationship with us. You agree to refer any inquiry that you receive from the media or other third parties, concerning this Agreement, the Services, and/or Midwifery Wisdom, to our legal department at: email@example.com .
J. Electronic Contracting.
Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THIS AGREEMENT, AND THAT YOUR INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO TRANSACTIONS YOU ENTER INTO ON ANY MIDWIFERY WISDOM WEBSITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
Any waiver of any provision of this Agreement will be effective only if in writing and signed by Midwifery Wisdom. No failure by Midwifery Wisdom to exercise, or to delay in exercising, any rights hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any right hereunder by Midwifery Wisdom preclude any other or future exercise of that right or any other right hereunder by Midwifery Wisdom. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Agreement.