Terms of Agreement

We at The Walnut Club, (“TWC”, “we” or “us”) welcome you to the walnutclub.org website (“Website”).  The Website provides a networking and social community for professional women in Philadelphia, PA.  The Website also provides forums and other messaging and communication programs (collectively referred to herein as “the Services”).  In order to use the Services, you must agree to TWC’s terms and conditions (“Agreement”) before you may access and / or use the Website. Please read the Agreement carefully.  By accessing and using the Website, you represent and warrant that you are more than thirteen (13) years of age and that, if you are under eighteen (18) years of age, your legal guardian has agreed to be bound with you by this Agreement.  Otherwise, you represent and warrant that you are at least eighteen (18) years of age and that you have the right, authority and capacity to agree to this Agreement and to abide by all of its terms and conditions.

Membership Dues: Membership with The Walnut Club is on an annual basis. Dues are to be paid monthly or annually. At the end of the twelve-month commitment, membership dues will be automatically renewed and the credit card on file will be charged. Members will receive reminders 60 and 30 days in advance of the auto-renewal.

Cancelation Policy: Members wishing to cancel their membership are required to fill out a brief exit survey. Memberships on a monthly payment plan will incur an early termination fee equal to three times the monthly rate if membership is canceled within the first 6 months of enrolling. Members who paid up front for their annual dues will not incur an early termination fee. No refunds will be given. If you prefer not to renew your annual membership when your anniversary date is approaching, you need to do so at least 30 days in advance by filling out our cancelation survey. The survey can be also be found on your account page of the member portal, or by emailing us at info@walnutclub.org. If your cancelation survey is received after the 30-day window your credit card will be charged for one billing cycle determined by your original payment plan.

Registration:  Registration with TWC is required in order to use the Services.  When you register, you agree to provide accurate, current and complete information about yourself (“Registration Information”).  You also represent that we may rely on your Registration Information as being accurate, current and complete.  All information collected is treated as described in our Privacy Policy, which can be found at: http://www.walnutclub.org/privacy.  TWC reserves the right to terminate your account for inaccurate, deceptive and / or incomplete Registration Information.

Username and Password:  You will be asked during the registration process to choose a username and password.  We reserve the right to refuse to grant you any username, in our sole discretion, if the username that you choose is invalid.  Invalid usernames include, but are not limited to, usernames that are vulgar or offensive; usernames that attempt to impersonate another individual or company; or usernames which violate trademark law, which may cause confusion or which violate any other proprietary rights of any company or individual. You agree that you are solely responsible for any and all activities that are conducted using your account.  Please keep your username and password confidential.  You agree that you will not transfer, resell or allow any other third party to use your username and password to access the Website.  If you have reason to believe that your username and / or password have become compromised, you agree to immediately notify TWC of such event by emailing TWC at support@walnutclub.org.  For security reasons, TWC will not release username or password information for any reason, other than to the applicable user, except as may be specifically required by law or court order.

Limited, Non Exclusive License:  You are granted a non exclusive, non transferable, limited license to access and use the Services and Website in accordance with the Agreement (“License”).  This License may be revoked at any time at the sole discretion of TWC.  The License permits you to access and use the Services and Website for your own personal use.  No part of the Website and / or Services may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical.  The License specifically prohibits you from copying, emulating, renting, leasing, decompiling, transferring, disassembling, cloning, attempting to discover the source code for or reverse engineering the Website, Services or any portion thereof. In addition, your license specifically prohibits you from using any software, device or routine to interfere with the normal or proper working order of the Website or Services.  You may not engage in any action which creates an unreasonably large load on TWC’s infrastructure.  Unauthorized access to the Website and / or Services breaches this Agreement and is a violation of applicable law.

Proprietary Rights:  All of the content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, services, computer coding and other matters related to the Website and associated Services, are the sole property of TWC, except where specifically indicated.  As such, they are protected to the maximum extent permitted by copyright laws, trademark laws, other proprietary laws (including, but not limited to, intellectual property and trade secret laws) and international treaties. Any content displayed on the Website is protected by copyright law and international treaties as an original work, a compilation and a collective work.  Any reproduction, modification, creation of derivative works from or the distribution of the Website or the collective work and / or copying or in any way reproducing the Website or any portion thereof to any fixed medium for reproduction or redistribution is prohibited without the express written consent of TWC.  Without limiting any of the specific rights or prohibitions herein, you agree not to reproduce, duplicate, copy, sell or exploit for any commercial purpose the Services or Website or any aspect or portion thereof. We do not claim to own any of the content posted by users.  Any copyright, trademark, and other intellectual property rights that may exist in those works are the sole and exclusive rights of the author/artist who created such work.  However, by posting such material in any of the public areas of the Website, you automatically represent and warrant that you have the right to grant, and have chosen to grant, a perpetual, irrevocable license to copy, perform, display and distribute such content and to prepare derivative works of, or incorporate said content into, other works.

Online Content:  Advice, articles, blog posts, opinions, statements, profiles, offers or other information or content made available through the Services on the Website are wholly the responsibility and work of their respective author/artist and not of TWC.  Reliance on the statements therein is done at the user’s own risk.  Each respective author/artist is responsible for the content of his or her statements or other information posted on the Website.  TWC does not guarantee the accuracy, completeness or usefulness of any information available on the Website and / or through the Services and neither adopts, endorses nor is responsible for the accuracy, completeness or reliability of any opinion, advice or statement made on the Website.  By using the Services and Website you affirm that you understand this and that you hold TWC harmless from any and all loss or damage resulting from anyone’s reliance on information or other content posted on the Website. In addition, you agree that you are solely responsible for any content that you post, email or otherwise make available through the Services on the Website and that you have the right to post such material.

Online Conduct:  As a user of the Services on the Website, you agree that you are solely responsible for the content and / or information that you publish, transmit and / or post on the Website.  You agree to use the Services and Website in a manner that conforms to any and all applicable laws and regulations.

You agree Not to: Solicit members for MLM companies; include in your profile any offensive anatomical or sexual references or offensive language or any confidential information of any third person without that party’s permission; Post, or attempt to post, any photographs or other images containing offensive and / or confidential information; Post, or attempt to post, any photographs or other images that may be deemed obscene in your community, as defined under applicable law; Post, or attempt to post, any content that is false, deceptive, misleading, deceitful, misinformative or constitutes “bait and switch”; Post, or attempt to post, any content that constitutes or contains “affiliate marketing,”“link referral codes,” “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or other  commercial advertisement or marketing; Contact users outside of the TWC Website without that user’s express consent to contact him or her; Impersonate any person or entity; “Stalk” or otherwise harass any person via the Website and / or Services; Transmit any chain letters, spam or junk e-mail to other users; Express or imply that any statements you make are endorsed by TWC, without our specific prior written consent from TWC to do so; Harvest or collect personal information about other Members whether or not for commercial purposes, without their express consent; Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents; Post, distribute or reproduce in any way any copyrighted material (including blog posts, photographs or café discussions), trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; Remove any copyright, trademark or other proprietary rights notices contained on the Website; Interfere with or disrupt the Services and / or Website, or the servers and / or networks connected to the Services and / or the Website; Post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; TWC has no obligation to review any of the postings on the Website.  However, TWC reserves the right, but has no obligation, to reject any memberships, postings, photographs, videos, audio files and / or images that do not comply with these prohibitions. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of this Agreement and may result in the immediate termination of your membership without notice, in the sole discretion of TWC, pursuant to the terms of this Agreement. TWC reserves the right to pursue any and all legal remedies against users who engage in such prohibited conduct.

Dealing with Other Users: We do not control the information that is provided by users for our Services or on our Website.  Please use common sense and caution and keep your safety in mind when dealing with other users on our Website. TWC is under no obligation to do monitor any dispute between users.  You are solely responsible for any interactions that you have with other users or third parties that you may encounter through our Services and / or Website.  In the event that you have a dispute with any other user or third party found through the Services and / or Website, you agree to hold TWC, its officers, directors, agents, successors in rights, subsidiaries and employees harmless in any and all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with such disputes and release TWC, its officers, directors, agents, successors in rights, subsidiaries and employees from any liability connected with such disputes.

Events, Workshops and Programs:  TWC provides programs, workshops and events (“Events”) for its users.  Payment for these events is non-refundable except at TWC’s sole discretion. Space at some of these Events is limited.  You may reserve a spot at any Event by contacting support@walnutclub.org.

Privacy:  Use of our Website and / or Services is governed by our Privacy Policy, which can be found at: www.walnutclub.org/privacy.html.  Our Privacy Policy may change from time to time and without notice.  TWC reserves the right to use your personally identifiable information in any manner consistent with our Privacy Policy. Use of the Services and / or Website signifies that you agree to subject your personally identifiable information to our Privacy Policy.

No SPAM Policy:  You acknowledge and agree that sending unsolicited email advertisements to our users, whether or not you are using TWC’s computer system to send such email, are expressly prohibited by this Agreement.  Such use may constitute a violation of federal and state law including, but not limited to, the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.) and the CAN-SPAM Act of 2003.  Such misuse of the Services and / or Website may subject the sender to civil and criminal penalties. If we are informed that you are sending such email advertisements, we will terminate your account immediately and, if necessary, will take other steps to keep you from using the Services.

Third-party Websites: The Website and / or Services may provide hyperlinks, banner advertisements, pop-ups and / or other online methods to redirect you to other third party Internet websites and / or resources. Because TWC has no control over such websites and / or resources, you hereby acknowledge and agree that TWC is not responsible for the availability of such third party websites and / or resources. Furthermore, TWC does not endorse, and is not responsible or liable for, any content, advertising, services, products and / or other materials at or available through such third party websites or resources, or for any damages and / or losses incurred through such websites or other resources.

Copyright/Trademark Claims:  TWC respects the intellectual property rights of others, and we ask our users to do the same. TWC may, in appropriate circumstances and at its discretion, disable and / or terminate the accounts of users who may be infringing the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright/trademark infringement, or your intellectual property rights have been otherwise violated, please provide TWC with all the pertinent details so it can conduct an investigation.

Dispute Resolution/Governing Law:  This Agreement shall be treated as though it were executed and performed in the Commonwealth of Pennsylvania and shall be governed by and construed in accordance with the laws of the state (without regard to conflict of law principles). Should a dispute arise concerning the terms and conditions of this Agreement or the breach of same by either party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in Philadelphia, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration.

Severability:  Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with, the Website or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. TWC’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

Modifications:  This Agreement is subject to change at any time, with or without notice.  All changes are effective upon their posting on the Website.  You agree that it is your responsibility to bookmark this page and to check it frequently for updates to your Agreement with us.  If you object to any of the terms and conditions in the Agreement, if you become dissatisfied with the Services or any subsequent modifications to the Agreement, your sole recourse is to immediately discontinue the use of the Services.