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Terms and Conditions

Last Updated: 06/12/2023

NAPW, Inc. (d/b/a International Association of Women), (“IAW”), provides its interactive website and associated services subject to the following Terms & Conditions.

Use of Site

We welcome both members and non-members to use our site. Whether you are a visitor using the public-accessible site at iawomen.com or one of our members using the members-only features, your use of this site or the Services described below indicates your acceptance of these terms.

Our Terms & Conditions apply to all activity occurring on this website (iawomen.com), including all pages on the iawomen.com domain, any related domains, third-party domains hosting IAW intellectual property, IAW bulletin boards, community sites, blogs, social networking properties, member databases, and internal or e-mail submissions, regardless of whether they are specifically referenced herein (collectively "the Services").

By using the Services, you warrant that: (a) you are 18 years of age or older and of legal age to enter into a binding agreement; (b) you are competent to understand and abide by the terms; (c) you have read and understand the terms; (d) you agree that the terms are valid; (e) you have entered into a legal agreement with IAW; and (f) you agree to abide by the terms during your use of the Services.

Please be aware that IAW may amend the terms from time to time, when this occurs we will notify you. Your continued use of the Services further warrants that you accept any amendments IAW may make.

Statement of Non-Affiliation

IAW is a division of Professional Diversity Network (NASDAQ: IPDN), a for-profit Delaware corporation. IAW is not associated or affiliated with any other women's association, nor with any other organization or entity except for those specifically identified in the Services provided by IAW. If any other individual, organization or third-party of any type represents to a user that it is somehow affiliated with IAW, the user is asked to report and/or verify this representation to IAW by contacting [email protected].

IAW Membership Benefits

IAW exists to serve its members, and strives to maximize the value of its memberships by providing the forum, knowledge and services for women to thrive in an interconnected world. IAW provides services through a free trial membership platform, paid membership platform, and also offers some complimentary benefits:

  • Free Trial Membership Program: IAW offers a limited, free trial membership for women who want to see the value of a paid membership on a trial basis. Please see the “Free Trial Membership” section below to learn more about this offer. You can enroll in a Free Trial by clicking on a Free Trial invitation link.
  • Paid Membership Levels: IAW offers tiered levels of benefits at various levels. These benefits provide for networking opportunities, content, resources, and access to partner discounts. Descriptions of the benefits available are displayed on the Join Us page tab at iawomen.com.
  • Complimentary Services: The general public may access resources that do not require a paid subscription through our website. This access does not require a level of membership but does require a subscription to our email list. All email communication includes an opt-out link and you may unsubscribe from communications at any time.

Membership Payment Processing

IAW uses a third-party payment processor (the “Payment Processor”) to process any payments made through the Services. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms & Conditions. IAW is not responsible for these financial transactions, the security of your financial information with respect to these transactions, and any errors by the Payment Processor. You acknowledge and agree that IAW is not responsible for any unauthorized charges or other breach of your financial information and/or security.

By inputting your payment information or making payments through the Services, you agree to pay IAW—through the Payment Processor—all charges at the prices then in effect for any use of such payment processing in accordance with the applicable payment terms and you authorize IAW, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. IAW reserves the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. If IAW, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due upon demand.

Membership Initiation Fee

For certain membership levels, IAW charges a one-time initiation fee. This fee is non-refundable except for certain circumstances as defined in the Refund section below.

IAW Automatic Membership Renewals

All paid membership subscriptions will continue INDEFINITELY until cancelled by the user. If you purchase a membership subscription, your subscription will automatically renew at the end of your chosen subscription term for an additional equivalent term at the then-current price for such subscription.

You will be given notice via member services email of changes to membership subscription pricing to which you have subscribed and an opportunity to cancel your subscription. If IAW changes these prices and you fail to cancel your subscription, you acknowledge and agree that you will be charged at IAW’s then-current pricing for membership subscriptions. To avoid charges for a new subscription period, you must cancel your subscription, as described below, before the end of the then-current subscription period. Deleting your account does not cancel your subscription. Recurring fees shall be charged to the credit card you initially provided at the time of subscription. Once your renewal is processed, you will receive a confirmation text message, provided you opted in to receive IAW texts. To opt-in to IAW text messages, please click this link: https://crm.napw.com/tcpa.

IAW makes every effort to communicate its billing and renewal policies and to remind members of their authorization to automatically renew their membership subscription. Automatic renewal notices are generated by the payment provider 15 days prior to a membership renewal.

IAW's membership Services are delivered immediately. Once your membership fees are processed, IAW automatically sends you an email containing your login information so that you may begin to use the Services. If you have opted in to text messages, you will also receive a confirmation text message outlining your purchase. Your membership profile will be setup and you will be able to login to complete profile set up and register for virtual and in-person events immediately. At the same time, IAW will automatically enroll you in the ancillary benefits through our business partners.

You may cancel your paid membership subscription at any time by contacting our member services team. If you cancel a paid subscription, you will be permitted to use your subscription until the end of your then-current subscription term.

Membership Preferences; Cancelling Your Membership

If you wish to opt-out of automatic renewals, change your credit card information, or wish to cancel your Free Trial membership or paid membership subscription, you can do so at any time by contacting IAW at the following information:

Attn: Membership Services Departments

Email: [email protected]

Phone: (888) 852-1600

Subscription cancellations must be made no less than seventy-two (72) hours in advance of your subscription’s renewal date or twenty-four (24) hours in advance of your Free Trial ending. Otherwise, your request will not be processed and your subscription will automatically renew or your Free Trial will be converted to a paid membership subscription. You must follow the above instructions if you wish to cancel your subscription. Cancellations will take effect either at the end of your paid membership term or Free Trial term. Please be aware that opting out of receiving IAW emails does not cancel your subscription.

Membership Refund Policy

IAW delivers services immediately upon your membership subscription. Except as set forth in these Terms or as described on the Site at the time you make a purchase, all payments for subscriptions, services or products made on or through the Site or Services are non-refundable, and there are no refunds or credits for unused or partially used subscriptions, services or products, even if you cancel your membership or a subscription, service, or product in the middle of a term

Free Trial Membership

IAW may offer a limited, free trial membership (“Free Trial”). The availability of a Free Trial is subject to IAW’s sole discretion and is not guaranteed. Free Trials are only available to individuals who have not previously enrolled or used a Free Trial pursuant to these Terms & Conditions.

You are required to enter your payment information in order to sign up for a Free Trial. You will not be charged at the time of enrollment in a Free Trial. When the Free Trial term ends, you will automatically be enrolled in an annual membership subscription at our lowest membership level and charged a membership fee and initiation fee, unless you cancel your Free Trial membership as described above. You can cancel your Free Trial no less than twenty-four (24) hours before the end of your Free Trial term.

At the time of enrollment in a Free Trial, you will be notified of these Free Trial terms. You will not receive a separate notice that the Free Trial is about to end or that your paid membership has begun. At any time and without notice, IAW reserves the right to (i) modify these Terms & Conditions, or (ii) cancel such Free Trial at its sole discretion, for any reason or no reason, without written notice. All provisions within these Terms & Condition apply to Free Trial memberships. Notwithstanding anything to the contrary, a Free Trial is provided “As Is.”

Your Data

When you visit our website or use our Services, the collection, use and sharing of your personal data is subject to our Privacy Policy, available at: www.iawomen.com/privacy-policy, the contents of which are hereby incorporated by reference.

User Content

As a member, you will be able to upload and post a great variety of materials and information, including but not limited to messages, photos, events, resources, promotions and other materials ("Content"). This means that you have sole responsibility, not IAW, for all of the Content that you upload post, email, transmit or otherwise make available through the Service, and to make sure that you are in compliance with the rules of behavior set forth herein relating to such Content. Any Content that you write, post, upload or link to in connection with your use of the Services is entirely your responsibility.

IAW shall have no liability of any kind with respect to any Content posted by you or other users of the Service. You agree that you must assess and bear all risks associated with your use of any Content. In this regard, you may not rely on any Content created by other members or otherwise created, distributed and displayed on any part of the Service. IAW does not control or monitor all of the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.

The Content created by you must be owned by you or you must have been granted the prior permission to use such Content by its owner. IAW does not own any of the Content you post. By placing Content on the Service you grant IAW a worldwide, irrevocable, royalty-free, unlimited, non-exclusive license, for as long as the Content is part of your profile, to publicly display, modify, reproduce and distribute your Content, in whole or in part, on the site for editorial and promotional purposes of the site. IAW reserves the right to exploit or promote this Content in connection with the promotion of the Service and other services offered by IAW or its related entities.

You acknowledge that IAW may or may not pre-screen Content but that IAW and its designees shall have the right, but not the obligation, in its sole discretion to pre-screen, refuse, move, edit, and/or delete any Content that violates these Terms and Conditions and/or is otherwise objectionable as determined by IAW in its sole discretion.

IAW may preserve and store your account information and Content if it believes in good faith that such preservation is necessary to comply with legal or regulatory processes, respond to claims that the Content violates the rights of third parties, and/or to protect the rights, property or personal safety of IAW, its users and the public.

Third Party Content

IAW may run advertisements and promotions from third parties on the website or in connection with the Services. Your business dealings or correspondence with, or participation in promotions of these third parties, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. IAW is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the website or within the Services.

IAW Proprietary Rights; Trademarks and Copyrights.

You acknowledge and agree that the Services, and any necessary software used in connection with the Services ("Software"), contain proprietary and confidential information that is the property of IAW and its licensors, and is protected by applicable intellectual property and other laws. No rights or title to any of the Software used in connection with any Service is provided, transferred or assigned to you. You further acknowledge and agree that content contained in advertisements or information presented to you through the Service or advertisers is protected by copyright, trademarks, service marks, patent, privacy, and/or other proprietary rights and laws. Except as expressly authorized by IAW or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or Software, in whole or in part, at any time. You may not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Software or any related technology that is not open source. You also acknowledge IAW's exclusive rights in the IAW trademarks and service marks. Trademarks, service marks, logos, and copyrighted works appearing on the website are the property of IAW or the party that provided such intellectual property to IAW. IAW and any party that provides intellectual property to IAW retains all rights with respect to any of their respective intellectual property appearing on the website, and no rights in such materials are transferred or assigned to you, in whole or in part, at any time.

If, in IAW's sole discretion, a user is found to be in breach of these Terms & Conditions, IAW reserves the right to terminate the offending user's license(s) as well as their membership status. IAW expressly reserves all other rights and remedies that may be available in the event of such a breach.

Confidentiality Information

“Confidential Information” means any and all information disclosed by IAW (“Discloser”) to You (“Recipient”) in connection with this Agreement that is marked “confidential” or “proprietary”, as well as any information disclosed to Recipient which should reasonably be understood to be confidential or proprietary even if it is unmarked, including without limitation, trade secrets, databases,  manuals, information concerning Discloser’s plans, customers, personnel, marketing or sales plans, pricing or pricing strategies, operational techniques, strategic plans, and business information. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets.

Recipient shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement (the “Purpose”). Recipient will not disclose Confidential Information to any other third party without Discloser’s prior written consent. Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.

Recipient agrees that breach of this Section would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

Survival. The obligations with respect to nondisclosure and use of the Confidential Information will survive any termination or expiration of this Agreement.

Retention of Rights. This Agreement does not transfer ownership of Confidential Information. Discloser will retain all right, title, and interest in and to all Confidential Information.

If, in IAW's sole discretion, a user is found to be in breach of these Terms & Conditions, IAW reserves the right to terminate this license as well as the offending user's membership status. IAW expressly reserves all other rights and remedies available in the event of such a breach.

Acceptable Use

Users agree that the IAW membership experience may be devalued by users who violate these Terms & Conditions to the detriment of the IAW user community. To maintain the ongoing high quality of our community, users agree to the following rules related to the use of the Services:

  • You are solely responsible for your own communications and Content including any data, images, graphics, text, audio, video, email, links, and/or screen names you post to the site. You agree to use the Service to post and receive communications and Content that are legal and proper.
  • You must not abuse, defame, harass, stalk, threaten, intimidate, or otherwise violate the legal rights of others.
  • You must not violate the privacy or publicity rights of others.
  • You must not upload, post or link to any material that is inappropriate, defamatory, infringing, obscene, vulgar, libelous, racially or ethnically hateful, objectionable, or unlawful (or promote or provide instructional information about illegal activities or communications that could reasonably cause damage, loss, harm, or injury to any individual or group).
  • You must not post, upload or link to (a) anything that promotes or distributes pyramid schemes or chain letters, or (b) other disruptive, illegal or immoral communications of any kind.
  • You must not post, upload or link to anything that harvests or otherwise collects information about other users, including without limitation addresses, phone numbers, e-mail addresses, and/or health or financial information of any kind, without the users’ prior express consent in each instance.
  • You must not upload or post anything that infringes any patent, trademark, copyright, trade secret or other intellectual property or other legal right of a third party without prior written permission from the third party in each instance, which written permission you agree to disclose to us at any time on our request (subject to all applicable laws). You must not intentionally download any material that you know or should reasonably know cannot be distributed legally.
  • You must not impersonate another person, group of people, or entity at any times, which includes not using anyone else's username or password.
  • You must not use the Services for any illegal, immoral, or unauthorized purpose.
  • You must abide by all applicable Federal, State and local laws. If you are outside the United States, you must comply with all local laws as well with respect to your online conduct and acceptable Content including without limitation the exportation of data to the United States or to your country or residence.
  • You cannot modify, edit, or delete any content and communications of the website and/or of other individuals other than your own Content.
  • You must not transmit any viruses, worms, defects, Trojan Horses or any items and/or computer code, files or programs of a destructive nature and/or otherwise designed to interrupt or limit the functionality of any computer software or hardware or telecommunications device.
  • You must not transmit or allow access or distribution of any spiders, robots or other information gathering computer programs or routines or their equivalents on or in the Service,
  • You must not interfere with or disrupt the Services, any other individuals use of the Services, any servers or networks connected with the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services.
  • You cannot create member accounts under any false or fraudulent pretenses (including by automated means).
  • You cannot use any IAW’s, or any IAW related entity’s, service marks, trademarks or trade names, which you acknowledge here to be valid, subsisting and enforceable without impediment, and you will not expressly or by implication create the false or misleading impression that IAW or any IAW related entity is associated with, or endorses, or is in any way connected with you, your business, or your Content.
  • You must maintain control over the secrecy of all access information, including usernames and passwords, used to gain access to the Services.
  • You must comply with the Local Chapter Bylaws and Agreement in all dealings associated with Local Chapters.
  • You must refrain from any activity that is competitive with or detrimental to IAW or any of its affiliates or partners.
  • You must refrain from any other conduct which might place IAW members, IAW itself or IAW's related entities in a negative light

If, in IAW's sole discretion, a user is found to be in breach of these Terms & Conditions, IAW reserves the right to terminate this license as well as the offending user's membership status. IAW expressly reserves all other rights and remedies available in the event of such a breach.

Disclaimer of Warranties

YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. THE SERVICE, CONTENT AND ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. IAW DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. IAW DOES NOT WARRANT THAT ANY FUNCTION, CONTENT, OR INFORMATION CONTAINED ON THIS WEBSITE OR ANY SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. IAW DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULTS OF THE USE, OF ANY SERVICE, ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES, OR  ANY CONTENT ON THE WEBSITE WITH RESPECT TO ITS ACCURACY, RELIABILITY, OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT AND ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND IAW MAY MAKE CHANGES OR IMPROVEMENTS TO THE SERVICE AT ANY TIME. IAW MAKES NO WARRANTY THAT YOUR USE OF THE CONTENT OR ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN ANY CONTENT AND ANY INFORMATION PROVIDED THROUGH YOUR USE OF THE SERVICES.

Limitation of Liability / Legal Conditions

NEITHER IAW NOR ANY OF IAW’S EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, DISTRIBUTORS, OR LICENSORS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE), ARISING FROM OR OTHERWISE RELATED TO YOUR USE, OF OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ATTORNEYS’ FEES, OR FOR LOST DATA OR LOST PROFIT, EVEN IF IAW HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, IAW WILL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESSING OR USE OF THE SERVICES, OR FROM YOUR DOWNLOADING OF ANY CONTENT OR MATERIALS FROM THE SERVICES, OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S UNAUTHORIZED ACCESS TO AND USE OF YOUR PERSONAL INFORMATION STORED ON IAW’S COMPUTERS AND/OR SERVERS. IAW WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT YOU ALLEGE ARISE OUT OF OR ARE RELATED TO YOUR USE OF IAW’S SERVICES AND ASSOCIATED SERVICES.

IAW's maximum liability and users' sole remedy for any cause OF ACTION whatsoever shall NOT EXCEED The Greater of the amount OF FEES PAID TO IAW FOR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE UNDERLYING CLAIM or $100.

Users should remain aware that not all disclaimers of warranties or of liability, or limitations on liability, are available in all jurisdictions. As such, all statements in this section may not apply to all users. Nevertheless, regardless of the jurisdiction, IAW's liability is limited to that provided by the law of the particular jurisdiction at issue.

Indemnification

Users agree to indemnify, defend and hold harmless IAW, its subsidies, affiliates, officers, agents, and other partners and employees, harmless from any and all loss, cost, injury, liability, claims, damages, or demand of any kind, including actual attorney's fees and related costs, made by or arising out of your breach of these Terms and Conditions and/or your violation of any rights of another or any applicable law, rule or regulation.

Choice of Law / Arbitration

Users agree that all disputes shall be governed by the law of the State of Illinois, without regard to any other principles, including conflicts of law, comity of nations or any United Nations convention. Any dispute arising out of IAW membership or use of the Services or Proprietary Information shall be settled by arbitration in accordance with the rules of the U.S. Arbitration Act, as administered by the American Arbitration Association. Users agree that any arbitration should be held within Cook County, Illinois, before a panel of three neutral arbitrators. Further, users agree that any arbitration award in favor of users under these Terms & Conditions shall not include any consequential, exemplary, special or otherwise punitive damages unless such damages are made non-waivable by applicable statute. Finally, users agree that the result of any such arbitration shall remain confidential and subject to the entry of a suitable non-disclosure order.

Notification of Claimed Infringement

We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances, and at our sole discretion, we may terminate and/or disable access to and use of the Services by users suspected of infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances, and in our sole discretion, we may remove or disable access to material on any of our websites or hosted on our systems that may be infringing or the subject of infringing activity.

In accordance with the Digital Millennium Copyright Act of 1998, 17 U.S.C. § 512 (“DMCA”), we will respond promptly to claims of copyright infringement reported to our agent designated to receive notifications of infringement claims (“Designated Agent”). If you believe that any material within the Services infringes upon your copyright, pursuant to the DMCA, please send a written notice to our Designated Agent that substantially includes the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work claimed to have been infringed;
  3. Identification of the material that is claimed to be infringing and information reasonably sufficient to help us locate the material;
  4. Information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and email address;
  5. 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 the law; and
  6. A statement that the information in the notice is accurate, and under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.

The written notice, along with any accompanying items, must be submitted to our Designated Agent at:

Professional Diversity Network, Inc.

ATTN: DMCA Claim

55 E. Monroe Street, Suite 2120

Chicago, Illinois 60603

You may also email any claims to: [email protected]. If you send your notice by email, please make sure to write “DMCA Copyright Notice” in the subject line. We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

Miscellaneous

Users agree that these Terms & Conditions and the associated Privacy Policy constitute the complete agreement between them and IAW, and that any other purported agreement, in any form, is wholly superseded. The section headings used herein are for convenience only and shall not be given any legal import. Should any provision of these Terms & Conditions with IAW be found by a court of competent jurisdiction to be unconscionable or otherwise invalid or unenforceable, all other terms shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.