Terms & Conditions

ATHENA® International License Terms and Conditions

1. General

1.1 The purpose of ATHENA International is to support, develop and honor women leaders, inspire women to achieve their full potential, and create balance in leadership worldwide. In furtherance of this goal, ATHENA International (“ATHENA International”, “ATHENA”, “we”, “us” or “our”, as context requires) has developed, promoted and owns the rights to a concept and methodology for the Programs (as defined below) which incorporates the eight tenets of the ATHENA Leadership Model and will allow women and students the opportunity to interact with women leaders, both in business and higher education.

1.2 You (“you” or “Licensee”), as licensee of the Program to which you have been granted a license pursuant to the License Terms (as defined below), agree that, as of the Effective Date (as defined below), you agree to establish and support ATHENA in the Local Area (as defined below) pursuant to the License Terms (as defined below). Your participation in the Program is, in all respects, subject to the License Terms. In return for the payment of certain fees to ATHENA in our capacity as owner of the Programs, you will be able to implement the Program subject to the License Terms. Failure to remit the required payment by the due date will result in immediate termination of any and all licenses granted herein.

1.3 If you are an individual accessing or using the Program Materials on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to the License Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to the License Terms. References to “you” and “your” in this Agreement will refer to both the individual using the Program Materials and to any such Organization.

1.4 THESE LICENSE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 9.4 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.

2. Definitions

2.1 “Effective Date” means the date that you have completed the Online Agreement and paid the requisite fee in connection therewith to ATHENA.

2.2 “License Terms” means the ATHENA® International Terms and Conditions set out in this document, as the same may be amended, modified and updated from time to time by ATHENA, together with each Online Agreement made between ATHENA, as licensor, and you, as licensee, for your use and implementation of the Program as evidenced by your submission to ATHENA of the Online Agreement.

2.3 “Licensed Mark” means ATHENA®.

2.4 “Local Area” means the geographic community as mutually agreed in writing, if applicable.

2.5 “Online Agreement” means the electronic document and/or form(s) completed by Licensee for Licensee’s right to utilize or otherwise engage in one or more of the Programs submitted by Licensee, including any amendments or addenda thereto. All Online Agreements are deemed incorporated into the License Terms by reference.

2.6 “Programs” means, collectively, (i) All training associated with the ATHENA International Leadership Institute, (ii) ATHENA Global Café, (iii) ATHENA International Leadership Awards (Global), (iv) ATHENA International Leadership Awards (National), (v) ATHENA International Leadership Awards (Young Professionals), (vi) ATHENA International Leadership Awards (Organization), (vii) ATHENA International Leadership Awards (Local), (viii) ATHENA’s Women Really Mean Business podcast (ix) ATHENA Individual Subscriptions and (x) any other program developed by ATHENA, including, without limitation, any leadership development programing or curriculum developed by or on behalf of ATHENA (except the ATHENA Powerlink program, which shall be governed by separate terms and conditions). “Program” and “Programs” shall include all Program Materials supplied to you, and all related activities that are approved by ATHENA, and further includes all copyrights, trademarks, trade names, service marks, logos and other intellectual property owned by ATHENA and related to the Program. The availability or scope of any Programs shall be subject to amendment, modification, termination or revision as ATHENA may determine from time to time in its sole and absolute discretion. As used herein, “Program” shall refer to any individual program that Licensee has paid a license fee for and otherwise agreed to participate in pursuant to its Online Agreement.

2.7 “Program Materials” means any and all documentation which ATHENA has produced or provided, setting forth your responsibilities, our methodology and suggestions on operating the Program. The availability or scope of any Program Materials shall be subject to amendment, modification, termination or revision as ATHENA may determine from time to time in its sole and absolute discretion.

2.8 “Sponsor” means any company or group that provides financial support to you to assist in the presentation of the Program.

2.9 “User” means any person or entity who accesses the Program, including any Program Materials, directly or indirectly as a result of Licensee entering into the License Terms, whether or not a fee is paid by such User.

3. License To Use Program

3.1 We hereby grant to you a nonexclusive, nontransferable limited right in the Local Area, if applicable, to use the Program Materials and to reproduce and distribute the Program Materials to Users in accordance with the Program Materials and the License Terms for the term of these License Terms.

3.2 You agree not to: (a) change or redesign the Program without our prior written consent, which may be granted or withheld in our sole and absolute discretion. If you would like to request any additions or changes, they must be submitted in writing and discussed with ATHENA International’s staff. You must obtain written consent prior to implementation of any such additions or changes; (b) sublicense or assign to another individual or entity the rights granted under the License Terms or otherwise share the Program or any of the Program Materials with any other entity or individual (other than an individual employee of Licensee implementing the Program as otherwise contemplated herein) except to the extent permitted under Section 3.1; (c) apply for the registration or protection of any copyright, trademark or service mark which would infringe or be confusingly similar to any of ATHENA International’s copyrights, trademarks or service marks at any time, even after the term of the License Terms ends, or remove any statements indicating ATHENA International’s rights from any materials; (d) create or authorize any derivative products or other similar programs from or based upon the Program without our prior written consent; or (e) sell, license or give any products to others which contain any of our trademarks or any element of our copyrighted materials without receiving prior written consent to do so from us, subject to use by Users as contemplated in the License Terms.

3.3 The Program and Program Materials, including all intellectual property rights included in the definitions thereof as set forth above, is owned by ATHENA International and all right, title and interest in the Program and Program Materials will remain solely our property. All principal materials you use in carrying out the Program as and to the extent granted by the License Terms must clearly communicate to the general public that the Program and all related materials are produced and distributed “under license from ATHENA International.” Licensee shall notify Users that (i) access to and use of the Program and Program Materials is for individual, noncommercial use only, and (ii) reproduction, republication, broadcast or other distribution of the Program or Program Materials without prior written permission of ATHENA International is prohibited.

4. Use of ATHENA® Licensed Mark

4.1 License. Subject to the terms and conditions of the License, ATHENA International hereby grants to Licensee, and Licensee hereby accepts from ATHENA International, a personal, non-exclusive, non-sublicensable, non-transferable, royalty-free, limited right and license to use the Licensed Mark and the Program Materials solely and exclusively in connection with marketing, advertising and providing the Program within the Local Area. Licensee shall use the Licensed Mark only to the extent permitted under the License Terms during the term of the License Terms, and, except as expressly provided above, Licensee shall not, nor shall Licensee permit any User, or any affiliate, owner, director, officer, employee or agent of Licensee or any User to, otherwise use the Licensed Mark or any derivative thereof in the Local Area, if applicable, without the prior express written consent of ATHENA International in its sole and absolute discretion. Licensee shall not, nor shall Licensee permit any User, or any affiliate, owner, director, officer, employee or agent of Licensee or any User to, use the Licensed Mark or Program Materials for any purpose outside the Local Area, if applicable. All right, title and interest in the Program and Program Materials not expressly granted to Licensee hereunder shall remain the exclusive property of ATHENA International.

4.2 Limitation on Grant. For purposes of clarity, Licensee acknowledges that the license to the Licensed Mark granted hereunder is for use in connection with the Program and Program Materials only. Licensee shall not be permitted to use the Licensed Mark or any colorable variation in its corporate name or in connection with any other program, regardless of whether such other program is a spin-off of the Program licensed under the License Terms without the prior express written consent of ATHENA International in its sole and absolute discretion.

4.3 Ownership. Licensee acknowledges and agrees that ATHENA International is the sole owner of all right, title, and interest in and to the Licensed Mark, and all such right, title and interest shall remain solely with ATHENA International. Licensee shall not contest, dispute, challenge, oppose or seek to cancel ATHENA International’s right, title, and interest in and to the Licensed Mark, or assist any third party, either directly or indirectly, in doing so. Licensee shall not file or prosecute any application for registration of the Licensed Mark or a colorable variation thereof, or seek to register the Licensed Mark or a colorable variation thereof as a domain name or part of any domain name without the prior consent of ATHENA International in its sole and absolute discretion.

4.4 Feedback. Licensee hereby grants ATHENA International a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) Licensee communicates to ATHENA International during the Term, without compensation, without any obligation to report on such use, and without any other restriction. ATHENA International’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every other way, as well as the right to grant sublicenses. Licensee represents and warrants that Licensee has all the rights necessary to grant such license to the Feedback. “Feedback” refers to any suggestion or idea for modifying any of ATHENA International’s products or services, including, without limitation, all intellectual property rights in any such suggestion or idea.

4.5 Goodwill. Licensee acknowledges that Licensee does not and shall not acquire any right, title, or interest in the Licensed Mark by virtue of the License or Licensee’s permitted use other than the limited license granted hereunder, and disclaims any such right, title, interest, or ownership. All goodwill and reputation generated by Licensee’s use of the Licensed Mark shall inure to the exclusive benefit of ATHENA International. Licensee shall not by any act or omission use the Licensed Mark in any manner that disparages or reflects adversely on ATHENA International or its business or reputation. Licensee shall not take any action that would interfere with or prejudice ATHENA International’s ownership or registration of the Licensed Mark, the validity of the Licensed Mark or the validity of the license granted hereunder.

4.6 Termination. Upon termination of the License Terms for any reason, Licensee shall immediately cease and desist all use of the Licensed Mark, and within thirty (30) days from such termination, shall destroy or turn over to ATHENA International any and all materials in whatever form they exist that include or otherwise incorporate the Licensed Mark.

5. Obligations

5.1 You agree: (a) to use all of your best efforts to comply with the Program Materials requirements and specifications and quality standards established from time to time by us with respect to the Program and to carry out the Program to the highest professional standards in order to achieve the goals of ATHENA International and to retain and enhance the goodwill and reputation of the Program in the Local Area; (b) that obtaining or providing financial support for your Program is completely and solely your responsibility. Our staff will be available upon prior request to discuss opportunities for financial sponsorship and to reasonably assist in any way possible, provided, however, that ATHENA International does not and cannot in any way ensure or guarantee support from any ATHENA International national underwriter or other ATHENA International sponsors with respect to your implementation of the Program in the Local Area; (c) upon request, to give any local representative of any of our national underwriters the right of first refusal to be a Sponsor of your implementation of the Program in the Local Area; (d) to have your organization provide a member of your board of directors or their duly authorized representative to be the liaison for the Program, and to provide ATHENA with current contact information (including, at a minimum, name, phone number and electronic mail address) for such liaison in writing, which such contact information shall be kept updated. The liaison and/or his or her designee will be the principal contact for ATHENA International and will be duly authorized to make decisions for you in your relationship with ATHENA International; and

5.2 ATHENA International, subject to business requirements as evaluated by ATHENA International’s Board of Directors, will: (a) Provide electronic access to Program Materials, which incorporate, among other items, 'step by step' program directions, promotional ideas, and sample forms to assist with implementation. (b) Review annually the Program Materials and incorporate improvements and initiatives as we reasonably deem appropriate to provide you updated materials. (c) Provide staff to assist you to the extent described in the Program Materials. (d) Provide a monthly or annual (per online registration) subscription to the ATHENA International subscription level set forth in the Online Agreement in exchange for the participant fee described in Section 6 below.

6. Licensee Fees and Restrictions

6.1 As consideration for the rights to use the Program, you agree to pay to ATHENA International a monthly or annual (per online registration) fee as determined by ATHENA International and as set forth in the Online Agreement.

6.2 Unless otherwise mutually agreed in writing, the license fee will be invoiced monthly (individual subscription option only) or annually per the online registration chosen. Annual payment is due thirty (30) days from receipt of such invoice and must be paid to ATHENA International prior to scheduling the Program for the upcoming calendar year.

6.3 Any implementation or commencement of the Program for any year for which dues have not been fully paid shall be deemed in violation of the License.

7. No Warranty and Liability Limitations

7.1 The Program and all related materials are provided to you as is, where is, with no warranties. We disclaim any and all warranties of merchantability, fitness for a particular purpose, title, noninfringement or accuracy.

7.2 TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL ATHENA INTERNATIONAL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR FOR ANY BREACH OF WARRANTY OR ANY BREACH OF THE LICENSE, WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT AND THE MAXIMUM AGGREGATE LIABILITY OF ATHENA INTERNATIONAL FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL BE THE TOTAL AMOUNT PAID BY LICENSEE TO ATHENA INTERNATIONAL UNDER THE LICENSE DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE. The limitations of liability provided in the License are for the benefit of ATHENA International and its affiliates, officers, directors, employees, attorneys, agents and assigns.

8. Indemnification

8.1 You, as Licensee, agree to indemnify, defend and hold ATHENA International harmless from and against any and all liabilities of any kind, howsoever occurring (including attorneys' fees and costs) resulting from your or your Users’ use of the Program and related materials (unless resulting solely from infringement claims caused by ATHENA International’s original materials) except in accordance with the instructions within the Program Materials, selection of recipients, communications and press releases, any occurrence, damage or injury at any Program event or your breach of the License. If ATHENA International desires, we must be allowed to participate in any defense at our cost and expense. Term and Termination

8.2 The License Terms will have an initial duration of one month (individual subscription option only) or (1) year. However, unless terminated for any cause described below, the License Terms, as may be amended from time to time by ATHENA International, will automatically renew, for one or more successive terms, unless one of us gives written notice to the other of an intent to terminate the License Terms or cancels subscription per our online system. This notice to terminate must be received at least fourteen (14) days in advance of the end of the then-current annual term to be effective.

8.3 If either one of us materially breaches the License Terms, the other party may immediately terminate the License Terms by sending written notice to the breaching party. Grounds for immediate termination by ATHENA International shall include, but not be limited to, your failure to pay the fees as set forth in the License Terms, your failure to comply at any time with the Program Materials and/or the quality standards and/or guidelines published and distributed by ATHENA International with respect to the Program.

8.4 If the License Terms terminate, you may make no further use of the Program or any Program Materials, copyright, trademark, service mark, trade name or other right of ATHENA International. While the License is in effect and for a further period of five (5) years after its termination, you agree that neither you nor any of your affiliates will either directly or indirectly implement, carry on or assist with a program similar to the Program for you or for any organization. You agree not to develop, nor will you assist any other party in developing, a program or model similar to, based upon or derived from the Program or any of our related information or materials at any time after the termination of your license. You acknowledge that the terms and conditions of this Section are necessary for the protection of the legitimate business interests of ATHENA International in maintaining the integrity of the Program and protection of its intellectual property. You agree that the scope of this promise regarding duration, and the level of activities restricted to you is reasonable.

9. Miscellaneous

9.1 You represent and warrant to ATHENA that the execution, delivery and performance of the License Terms by you has been duly authorized and approved by you and your governing body and does not require any further authorization to become legally binding.

9.2 You agree not to transfer, assign or subcontract all or any part of the License Terms without the prior written consent of ATHENA International, which may be granted or withheld in ATHENA’s sole and absolute discretion.

9.3 The License Terms will be governed and interpreted by the substantive laws of the State of Michigan without regard to its conflicts of law provisions. You agree to the exclusive jurisdiction of the federal and state courts located in Ingham County, Michigan, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.

9.4 These License Terms are governed by the laws of the United States (including federal arbitration law) and the State of Michigan, U.S.A., without regard to its principles of conflicts of law, and regardless of Licensee’s location. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS LICENSE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN LICENSEE AND ATHENA INTERNATIONAL, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND LICENSEE AGREES THAT ATHENA INTERNATIONAL AND LICENSEE ARE EACH, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WAIVING THE RIGHT TO TRAIL BY A JURY. SUCH DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A JUDGE OR COURT.

9.5 LICENSEE AGREES THAT ANY ARBITRATION UNDER THE LICENSE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND LICENSEE IS AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

9.6 Any arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this License Terms. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by Licensee or by ATHENA International that an in-person hearing is appropriate. Any inperson appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of these License Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these License Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereover. Notwithstanding any of the foregoing, nothing in these License Terms will preclude Licensee from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can see relief against ATHENA International for Licensee.

9.7 Any notice or other communication required under the License Terms as legal notice will be delivered personally, sent by facsimile or electronic mail transmission (provided acknowledgment of receipt of the facsimile or electronic mail is delivered to the sender and is followed with a hard copy delivered by one of the other acceptable methods of deliver described herein) or sent by certified, registered mail, or overnight delivery with a nationally recognized courier service. Any notice will be deemed given when delivered personally, three business days after being deposited for certified or registered mail delivery, or one business day after being deposited for overnight delivery with a nationally recognized courier service. Each notice will be sent to the address of the appropriate party as set forth in the Online Agreement.

9.8 Licensee and ATHENA each agree that each is acting as an independent contractor with respect to all matters arising out of the performance of the License Terms. Licensee and ATHENA each expressly agree that nothing in the License Terms is intended to give rise to or create a franchise or partner relationship. No third party is or will be deemed an intended third party beneficiary under the License Terms.