Marketplace Vendor Terms & Conditions

These IFW Marketplace Vendor Terms of Use (“Terms of Use”) constitute a legally binding agreement made between you (“you” or “your”), whether personally or on behalf of an entity and IFundWomen ("IFW", “we”, “us”, or “our”), concerning your access to and use of the mobile application and services of IFW including ServicesX (its “Services”) as a vendor that provides your products and/or services to other users of the services (“Vendor”). In order to help provide the Services in a secure manner, all users of the Services that are acting as a Vendor are required to accept and comply with these Terms of Use or under other terms as may be mutually agreed to by the parties in writing.

BY CLICKING THE “I ACCEPT” BUTTON OR SIMILAR ATTESTATION WHEN SUCH OPTION IS MADE AVAILABLE TO YOU, OR OTHERWISE VISITING THE SITE, OR USING THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE EFFECTIVE AS OF THE DATE OF SUCH ACTION. YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS OF USE AND FULLY UNDERSTAND THE RISKS, COSTS AND BENEFITS RELATED TO THE USE OF THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS OF USE AND THE PRIVACY POLICY, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT AGREE WITH THESE TERMS OF USE OR THE PRIVACY POLICY, OR IF YOU DO NOT HAVE SUCH AUTHORITY TO AGREE TO THESE TERMS OF USE, YOU MUST NOT ACCEPT THESE TERMS OF USE AND MAY NOT ACCESS OR USE THE SERVICES.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or purchase a license to any Models.

PLEASE READ THE SECTION ENTITLED “DISPUTE RESOLUTION” CAREFULLY!  THESE TERMS OF USE CONTAIN AN ARBITRATION AGREEMENT IN THE SECTION ENTITLED “DISPUTE RESOLUTION” WHICH LIMITS OR MAY OTHERWISE AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIM AGAINST IFW. IF YOU DO NOT WISH TO WAIVE RIGHTS AND SUBMIT TO ARBITRATION, YOU MUST CONTACT US WITHIN THIRTY (30) DAYS OF FIRST USING THE SERVICES AND INFORM US THAT YOU OPT-OUT OF SUCH CLASS ACTION WAIVER AND/OR ARBITRATION RIGHT.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. All changes are effective immediately when we post them. It is your responsibility to regularly check these Terms of Use to stay informed of updates, as they are binding. We will indicate that the Terms of Use have been updated by updating the “last updated” date at the top of these Terms of Use. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes.

Vendor agrees to offer Services through the marketplace venue and related content located at https://www.IFundWomen.com/dashboard/services (as amended from time to time within the sole discretion of IFW the “Marketplace”), and, in each case, pursuant to the terms of this Agreement and the terms and conditions contained in any web properties operated by IFW in connection with the Marketplace. Any purchaser of the Services through the Marketplace is known herein as a “Customer.” Vendor further agrees that it will (a) provide all Services, and process any related cancellations, returns, refunds, and/or price adjustments, in accordance with its customary policies and practices, including as they are available on its own sites or other marketplaces, (b) provide an initial response to all prospective Customers within [seventy-two (72) business hours], and (c) use commercially reasonable efforts to accommodate Customer requests for modification, customization or alteration of the Services, including such requests for “change orders” or reasonable revisions to related deliverables, in connection with the performance thereof.

This Agreement shall be effective from the date of its execution and shall continue in full force and effect as long as Vendor continues using the Marketplace to offer its Services, unless earlier terminated by either party pursuant to its terms. This Agreement may be terminated by either party hereto, without cause, upon giving thirty (30) days’ written notice. IFW shall additionally have the right to terminate this Agreement immediately for cause (including, without limitation, the nonperformance of any of Vendor’s obligations hereunder, or any other action or omissions by Vendor which in IFW’s sole judgment adversely affects the interest of IFW and/or the Marketplace) with an email notification or with a letter sent via overnight courier. Upon termination of this Agreement, IFW will immediately cease to make Vendor’s services available on and through the Marketplace, any authorizations granted to Vendor under this Agreement will be deemed terminated, and all indebtedness of Vendor to IFW shall become immediately due and payable without any further notice or demand, which notice or demand is hereby expressly waived by Vendor; provided that Vendor shall timely perform in full all Services pending at the time of termination, pursuant to the terms and conditions on which such Services were offered and otherwise in compliance with the terms of this Agreement, which shall be deemed to survive in full with respect thereto for such period and purposes.

Each party represents and warrants to the other party that (a) it has the requisite right, power, and authority to enter into, grant all licenses set forth within, and perform under this Agreement, (b) its execution, delivery, and performance of this Agreement will not violate its organizational and governing instruments,  any obligation to which it is currently bound, or any applicable law or regulation, and (c) this Agreement has been duly authorized, executed, and delivered by such party and constitutes a binding obligation of such party enforceable in accordance with its terms.

Vendor represents and warrants to IFW that (a) Vendor shall perform the Services and generally conduct its business at all times in strict compliance with all laws and regulations relating to or affecting this Agreement, the Marketplace, or the Services, (b) Vendor shall not engage in any unfair or unethical trade practice, such as “bait and switch” advertising and shall make no false or misleading representations with regard to IFW, the Marketplace or the Services, (c) Vendor shall make no warranties or representations to customers with respect to the Marketplace except as may be approved in writing by IFW, and (d) all content and materials provided by Vendor to IFW for distribution or hosting on or through (or other use in connection with) the Marketplace (“Vendor Content”) shall be content and materials that Vendor has all necessary and sufficient rights to provide to IFW and authorize for such use, shall be truthful, accurate, and not misleading or otherwise deceptive, and shall not shall not conflict with or infringe the rights of any third party, including any rights in intellectual property, or otherwise cause or create liability for IFW.

IFW’s sole obligations concerning any of the Services shall be limited to those expressly stated herein. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SERVICES ARE HEREBY EXCLUDED AND DISCLAIMED BY IFW, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VENDOR’S USE OF THE MARKETPLACE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MARKETPLACE IS AT VENDOR’S OWN RISK. THE MARKETPLACE AND ANY RELATED SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED BY IFW "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. IFW DOES NOT WARRANT THAT THE MARKETPLACE WILL BE ERROR-FREE, FREE OF VIRUSES OR THAT DEFECTS WILL BE CORRECTED.

Vendor hereby appoints IFW as its agent solely for purposes of accepting and remitting to Vendor (directly or via 3rd party payment services provider like PayPal and/or Stripe, in IFW’s sole discretion, and net of the hereinafter defined Marketplace Fee) payment from Customers on Vendor’s behalf (such net amount, the “Vendor Payment” for each Marketplace transaction). Vendor authorizes IFW, via 3rd party payment services providers like PayPal and/or Stripe, to receive payments on its behalf from Customers in exchange for Services. Vendor agrees and acknowledges that: (a) once IFW, via 3rd party payment services provider like PayPal and/or Stripe, receives payment from a Customer in connection with Services, Vendor will treat the Customer as if Vendor has itself received the funds, regardless of whether Vendor actually receives the payment from IFW via 3rd party payment services provider like PayPal and/or Stripe, and (b) all Vendor Payments will be held by IFW via 3rd party payment services provider like PayPal and/or Stripe for a minimum period of [three (3) business days] following completion of the Services (the “Customer Satisfaction Period”). The parties agree that Vendor shall process all Customer refunds authorized or initiated by Vendor via the associated payment processor directly in accordance with its general policies and procedures and IFW shall have no liability for such refunds. IFW reserves the right to offset any overpayments to Vendor or other amounts owed by Vendor to IFW against any future Vendor Payments. To the extent IFW agrees to invoice Vendor for any fees due in connection with the Marketplace or this Agreement, Vendor shall pay those Fees set forth in invoices not disputed in good faith within thirty (30) days of the date of receipt thereof. All such payment obligations are non-cancelable and all amounts paid are non-refundable, except for amounts paid in technical error that are not actually due under this Agreement. In the event of any dispute asserted by a Customer with respect to Services, or if Vendor is the subject of an investigation or Claim for any suspected or alleged wrongful conduct or any violation of this Agreement, IFW may refund all or part of such Customer payment(s) held by IFW via 3rd party payment services provider like PayPal and/or Stripe, or retain all or part of such Customer payment(s) beyond the Customer Satisfaction Period pending satisfactory investigation and resolution of such dispute, investigation, or Claim, in each case, in IFW’s sole discretion. IFW will not be liable to the Vendor for any such amounts. All taxes now or hereafter imposed with respect to the transactions contemplated hereunder (including value-added taxes, sales, and use taxes, customs and excise taxes or duties and other similar taxes or duties, but excluding income taxes or other taxes imposed upon IFW and measured by the gross or net income of IFW) are the responsibility of Vendor, and if paid or required to be paid by IFW, the amount thereof shall be added to and become a part of the amounts payable by Vendor hereunder.

Vendor agrees and understands that a Customer may retain a chargeback right pursuant to Customer’s agreement with its electronic fund transfer service.  IFW may offset any payment obligation owed to Vendor under this agreement against amounts overpaid to Vendor due to a later reversal, refund, chargeback, or other adjustment.

During the term and subject to the provisions of this Agreement, IFW is authorized by Vendor to use Vendor’s logos, service marks, trademarks or trade styles, and any service marks, trademarks or trade styles owned or used by Vendor with respect to the Services (collectively, together with the Vendor Content, the “Licensed Items”), in connection with, and for internal purpose including the promotion of, the Marketplace, including by creating derivative works thereof. Vendor shall not use any trademark, trade name, or logo of IFW in connection with its Services, in each case, without IFW’s prior written consent.  Vendor acknowledges that as between the parties, IFW owns all right, title and interest in and to all of IFW’s names, logos, trademarks, trade dress, service marks, designs, marks, domain names, patents, copyrights or copyrighted material, or other intellectual or proprietary property relating to the Marketplace and all systems, parts, components, software, and other items that may be included in or with the Marketplace (excluding the Licensed Items, the “IFW Intellectual Property”), worldwide and the goodwill associated with the same.  Nothing in this Agreement shall be construed to grant to Vendor any right, title, interest, or license in or to the IFW Intellectual Property.

Vendor shall indemnify, defend, and hold harmless IFW and its directors, officers, suppliers, agents, and employees from and against all liability, claims, actions, damages and/or costs, including attorneys’ fees (collectively, “Claims”), relating to or arising from (i) a breach of this Agreement by Vendor, (ii) a breach by Vendor of any agreement that Vendor may enter into with its customers, (iii) any unauthorized representation by Vendor or its agents as to the Services, (iv) any modification, customization or alteration of any Services by Vendor, (v) any assertions by employees or former employees of Vendor that their employment contracts or rights to employment have been transferred to IFW, (vi) Vendor's own site or other marketing, promotional, or services sales channels (including the advertisement, offer, or purchase of any of Vendor’s services), (vii) any actual or alleged infringement of any intellectual property rights (including rights of publicity or right of privacy) by Vendor in connection with the Marketplace or the

Services; (viii) personal injury, death or property damage incurred in connection with the Services; (ix) any and all income, sales, use, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the Services (excluding any taxes related to IFW’s net income) or (x) Vendor’s acts or omissions in the performance of Vendor’s obligations under this Agreement. Upon receipt of notice, from whatever source, of any Claim for which Vendor is or may be obligated to indemnify IFW, Vendor shall immediately notify IFW thereof and take such necessary and appropriate action as IFW may direct, in its sole discretion, to protect IFW’s interests with regard to such Claim.

IN NO EVENT SHALL IFW BE LIABLE TO VENDOR OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING FOR LOST PROFITS, LOST SALES, LOST BUSINESS OPPORTUNITY, LOSS OF REPUTATION, PREVIOUS EXPENDITURES OR INVESTMENTS, OR GOODWILL) IN CONNECTION WITH THE SERVICES, THE MARKETPLACE OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF IFW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL IFW’S MAXIMUM AGGREGATE LIABILITY TO VENDOR OR ANY THIRD PARTY WITH RESPECT TO ANY AND ALL CLAIMS CONCERNING SERVICES, THE MARKETPLACE OR ANY OTHER MATTER COVERED BY THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE LESSER OF ONE HUNDRED US DOLLARS ($100.00) OR THE FEES PAID TO IFW FOR THE TRANSACTION FROM WHICH THE CAUSE OF ACTION AROSE.  No action, suit, or proceeding, arising out of or relating to this Agreement may be brought by either party more than one year after the first event giving rise thereto.

1. Prohibited Services & Packages: 

Services / Packages offered on IFundWomen may not be created for illegal activities, to cause harm to people or property, or to scam others. It is the sole responsibility and exclusive liability of the Vendor to comply with all applicable laws and regulations in connection with their services, and not to make any false or misleading statements in connection with their services. The following services are not permitted on our site:

• any preparation of academic works on behalf of Buyers
• any reselling of goods / services
• any form of pornographic, adult-oriented services
• anything with copyright or trademark infringement
• any form of “security” as defined in the Securities Act of 1933
• any form of financial incentive or participation in any profit-sharing
• any alcoholic consumer products
• any controlled substance or drug paraphernalia
• any weapons, ammunition and related accessories
• any form of lottery or gambling
• any form of air transportation
• any items or services promoting hate, discrimination, death, personal injury, destruction to person or property; any items or services that are prohibited by applicable law to do, possess, or distribute; any items or services that would result in infringement or violation of another person’s rights if distributed. IFundWomen is not a marketplace for disrespect, trolling, profanity, meanness, harassment, spam, abuse, or hatred.

2. Storefront Content: For a given service to be published, there must be information about the service being offered; what is included / not included, a high-quality image, and price. 
    
3. Payment Processors: For a given service/storefront to be published, a supported payment processor(s) must be connected and appropriately verified.

Deliverables to a Customer must be sent through IFW “Inbox” system unless the Customer deliverable is not in digital form.  For non-digital deliverables, it is the responsibility of the Vendor to mark the package as delivered within the Inbox in order for the payment remittance to complete.

Vendors must provide deliverables to customers within a reasonable timeframe, unless otherwise noted by the date in which a vendor indicated at time of purchase when the {delivery time} was, in which case the deliverable should be received within defined business days of {delivery time} since the Vendor indicated when the purchase was in progress.  Vendors are responsible for updating within the Inbox the status of a given order. Deliverables must be shared via Inbox: attachment, URL, or written confirmation of services started/delivered. Should there be an issue with a deliverable, the Vendor must communicate as such to the Customer in a reasonable timeframe.

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT IS AN AGREEMENT TO ARBITRATE DISPUTES (“ARBITRATION AGREEMENT”) AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. 

1. Arbitration

In consideration for our provision of the Services to you, you and IFW each agree that any and all disputes or claims arising under, out of, in connection with, or related to your use of the Services, these Terms of Use in any fashion, or the subject matter, negotiation, performance, termination, interpretation, or formation of the agreement resulting from your acceptance of these Terms of Use, (a “Dispute”) must be resolved exclusively in binding arbitration. However, a party may assert a claim in small claims court, if the asserted claim qualifies and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. These Terms of Use, including the right to arbitrate, is intended to be broadly interpreted and the Federal Arbitration Act governs the enforcement of these Terms of Use to arbitrate.

For any dispute with IFW, you agree first to contact us at [[email protected]] and attempt to resolve the dispute with us informally. In the unlikely event that we do not resolve a dispute informally, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures and shall be conducted in [Newark], New Jersey, and governed under New Jersey law without regards to its conflict of law principles. unless otherwise agreed to in writing by the Parties. Each Party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either Party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that Party’s data security, intellectual property rights, or other proprietary rights. 

2. No Class Action; No Jury Trial

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THESE TERMS. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

IFW and Vendor shall be independent contractors pursuant to this Agreement, and nothing contained herein or resulting from the relationship between them shall create any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties. Any persons employed or engaged by Vendor in connection with the performance of the Services shall be Vendor's employees or contractors; Vendor assumes responsibility for such persons’ actions under this Agreement and in connection with the Marketplace, and will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, providing unemployment and disability benefits, and the manner and means through which the Services will be accomplished. The parties acknowledge that (i) there is no community of interest between Vendor and IFW and (ii) Vendor’s business is not substantially associated with IFW’s trademarks or trade names. If any part of this Agreement shall be determined to be invalid or unenforceable by any legally constituted body having jurisdiction to make such determination, the remainder shall remain in full force and effect. Vendor shall not assign this Agreement, in whole or in part, without the prior written consent of IFW. IFW may freely assign this Agreement, in whole or in part, without the prior written consent of Vendor. No consent to or waiver of a breach of this Agreement by either party, whether express or implied, will constitute consent to, waiver of, or excuse for any other, different, or subsequent breach of this Agreement by such party. The parties hereto declare and represent that this Agreement contains the entire understanding of the parties hereto relating to the subject matter and supersedes all other communications and proposals (whether oral, written, or electronic) between on said subject matter.  In the event of any conflict or inconsistency between the terms of this Agreement and the terms and conditions contained in any web properties operated by IFW or Vendor, this Agreement will control (except, in the case of web properties operated by IFW, as specifically stated otherwise). This Agreement, and the rights and obligations created or allowed hereunder, shall be interpreted under and enforced in accordance with the laws of the State of New Jersey without regard to its conflict of law principles.  Each party disclaims the applicability of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.  All notices or other communications required or permitted herein shall be given or made when sent by registered or certified mail, postage prepaid, addressed to the party to whom the notice is being given, at the address for such party set forth herein or at such address as either party may communicate with the other party. Vendor expressly acknowledges and agrees that IFW may provide any notice to Vendor hereunder by posting such notice on the Marketplace and any such notice posted on the Marketplace shall be deemed to be in writing and given on the date it is posted.  The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity or otherwise, except to the extent expressly provided in this Agreement to the contrary.