WBENC Website Terms and Conditions 

Last Updated: October 1, 2026 

Welcome to the Women’s Business Enterprise National Council (“WBENC”). These Terms and Conditions govern your access to and use of the Services (as defined in Section 1 below) provided by WBENC. This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. 

Please read these Terms and Conditions carefully. They affect your rights. 

THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. 

By using any of our Services, you affirm that you are of legal age to enter into these Terms and Conditions and you accept and are bound by these Terms and Conditions. If you are using our Services on behalf of an organization, you represent that you have the legal authority to bind such organization to these Terms and Conditions. 

You may not obtain Services from this Website if you (A) do not agree to these Terms and Conditions, (B) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with WBENC, or (C) are prohibited from accessing or using this Website or any of the Website’s contents or Services by applicable law. 

  1. Acceptance of the Terms and Conditions.

Your use of WBENC’s website at www.wbenc.org (the “Website“), WBENCLink 2.0, WBENC-hosted events and programs, and any other WBENC services or platforms (collectively, the “Services”) provided by the Women’s Business Enterprise National Council (“WBENC,” and referred to herein as “us,” “we,” or “our“) are subject to these Terms and Conditions (“Terms”), which incorporate by reference our Privacy Policy posted at www.wbenc.org (the “Privacy Policy”). 

Please read these Terms carefully before using the Services. By using the Services, or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound by and to comply with these Terms and our Privacy Policy. If an individual is using the Services on behalf of an organization (including a Corporate Member or Government Member), whether as an owner, employee, consultant, or agent of such organization, by doing so, such individual represents that they have the legal capacity and authority to bind such organization to these Terms. “You” and “your” shall refer both to the individual using the Services on behalf of an organization and any such organization. If you do not agree to these Terms, do not use the Services.For purposes of these Terms: (i) “Corporate Member” means a company or entity that has joined WBENC as a corporate or government member and been granted access to the Services; (ii) “Government Member” means a federal, state, or local government entity that has joined WBENC as a government member and been granted access to the Services; (iii) “Organization” means the entity on whose behalf you are using the Services, including any Corporate Member, Government Member, or other registered organization; and (iv) “WBE” or “Women’s Business Enterprise” means a business that has received WBENC Certification through the WBENC Certification Application Process. 

  1. Changes to the Terms and Conditions.

WBENC may change these Terms from time to time in our sole discretion. All such changes will be effective as of the “Last Updated” date referenced on the Website. Use of this Website after such changes have been posted constitutes your acceptance of and agreement to all such changes. You agree to be bound by these Terms as they exist on this Website at the time you use this Website or any Services. 

  1. Use of this Website and the Services.

You may use this Website and the Services only in accordance with the Terms and any posted policies and procedures that appear on this Website, and only for lawful purposes. You agree not to use this Website and/or Services to: (a) transmit any material that infringes or misappropriates any third party’s copyright, trademark, trade secret, patent, or other proprietary rights, (b) transmit any material that is false, inaccurate, fraudulent, or misleading, (c) distribute computer viruses, worms, or software intended to damage or alter a computer system without the owner’s consent, (d) use “auto-responders,” “cancel-bots,” or other similar mechanisms that generate excessive network traffic or otherwise attempt to interfere with the proper working of the Website, (e) transmit any unlawful, harmful, defamatory, pornographic, obscene, vulgar, threatening, harassing or otherwise objectionable material, (f) send or relay any unsolicited advertising, junk mail, spam, or chain letters or any other similar solicitation, (g) exceed your permitted access or attempt to gain unauthorized access to this Website or any part thereof, or other accounts, computer systems or networks connected to this Website, through login password mining or any other means or to impersonate or attempt to impersonate any user or other person or entity, (h) frame any portions of this Website within another website or establish links from any other website to any page of this Website without the prior written authorization from WBENC, (i) violate any applicable federal, state, local, or international law or regulations (including, without limitation, any laws regarding the export of data or software to and from the US or other countries), (j) engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm WBENC or users of the Website, or expose them to liability, (k) use any process to monitor or copy any of the material on the Website, or any other purpose, not expressly authorized in these Terms, without prior written consent, or (l) resell the use of, or access to, this Website or the Services to any third party without WBENC’s prior written consent. WBENC reserves the right to terminate your access to this Website or Services at any time without notice if it determines, in its sole discretion, that you have violated or failed to comply with any of these Terms. In addition, and unless and to the extent otherwise stated in these Terms or in any separate written agreement between WBENC and you, WBENC may terminate, suspend or limit your use of this Website and the Services at any time, for any reason or no reason, and without any notice of any kind to you. 

  1. User ID, Password and Security.

To access some of the resources through the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide is correct, current, and complete. You agree that any information you provide to register to use the Services, or otherwise, including any interactive features, is governed by our Privacy Policy posted at www.wbenc.org. 

You are responsible for maintaining the confidentiality of any user ID and/or password or other identifier used by you in connection with this Website or the Services. You are solely responsible for all activities that occur under or with the use of your user ID and/or password, and you agree
to notify WBENC immediately of any actual or suspected loss, theft, unauthorized disclosure or unauthorized use of your user ID and/or password or any other actual or suspected breach of security related to this Website. WBENC has the right to disable any user ID and/or password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. 

WBENC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO SAFEGUARD YOUR USER ID AND/OR PASSWORD OR TO COMPLY WITH THIS SECTION. 

We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period, including any Services. From time to time, we may restrict user access, including registered user access, to some parts of the Website or the entire Website, including the Services. 

  1. Services and Data Use Rights.

The provision of the Services by WBENC may be subject to additional terms, conditions, and restrictions set forth on the applicable Service platform or otherwise communicated in writing to you or your Organization by WBENC. With respect to WBENCLink 2.0 and any successor or replacement platform, WBENC has compiled proprietary data submitted through the WBENC Certification Application Process, including the names and profiles of Women’s Business Enterprises having WBENC Certification, as well as related business and supplier information (collectively, the “Data”). WBENC owns all right, title, and interest in and to the Data, including all intellectual property rights therein. Subject to your Organization’s execution of an applicable agreement with WBENC and payment of any required fees, certain registered users of your Organization (“Registered Data Users”) will be provided access to the Data for the purposes expressly authorized in those agreements and these Terms (“Permitted Use”). The Permitted Use includes searching and sourcing potential certified suppliers to support your Organization’s procurement needs. WBENC may also use and make available the Data, including in aggregated, deidentified, derived, or analyzed form, to support additional services such as supplier analytics, benchmarking, scoring, matching, and AI-enabled insights, which may be delivered through WBENCLink, partner-integrated platforms, or other means as described in Section 5A below. Except as expressly authorized in writing by WBENC, Registered Data Users shall not, directly or indirectly: (i) use the Data for any commercial purpose outside the Permitted Use, including to transmit advertising or promotional materials; (ii) modify, create derivative works of, or use the Data to train, develop, or fine-tune any artificial intelligence, machine learning, or automated decision-making system without WBENC’s prior written consent; (iii) copy or download the Data in any manner that exceeds the Permitted Use; (iv) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Data to any third party; (v) remove any proprietary notices included within the Data; or (vi) use the Data for any unauthorized or unlawful purpose. WBENC has the right to disable any Registered Data User’s access to the Services at any time in its sole discretion, including if, in WBENC’s opinion, you have violated this Section 5 or your Organization has not paid any required fees. 

5A. Artificial Intelligence, Data Licensing, and Third-Party Partnerships. 

WBENC may develop, offer, and deliver data-driven services and insights, including supplier analytics, benchmarking, scoring, matchmaking, and AI-enabled tools, through WBENCLink, successor or replacement platforms, and/or authorized strategic partners (“AI-Enabled Services”). The following terms govern WBENC’s use of Data and WBENC Outputs in connection with such AI-Enabled Services. 

(a) WBENC’s Data Use Rights. WBENC retains the right to use and license the Data, including in aggregated, deidentified, derived, synthetic, or otherwise transformed form, to develop, improve, and deliver the Services, WBENC Outputs, and AI-Enabled Services. WBENC may use automated processing, machine learning, and artificial intelligence tools to generate insights, scores, or other outputs from the Data. WBENC Outputs generated from the Data are proprietary to WBENC and do not create any rights in the underlying Data for recipients of those Outputs. Without limiting the foregoing, WBENC’s data use rights expressly include the right to create, own, and commercialize individual-company level insights, scores, ratings, and benchmarks derived from Data submitted by or relating to specific certified businesses, including WBEs (“Individual-Level WBENC Outputs”). Individual-Level WBENC Outputs are proprietary commercial data products reflecting WBENC’s analysis of submitted certification and profile data. They may be made available to Corporate Members, Government Members, and authorized partners as part of WBENC’s supplier diversity and procurement support services. Individual-Level WBENC Outputs are distinct from, and do not constitute a determination of, any business’s eligibility for WBENC certification, membership, or any WBENC program or benefit. 

(b) Third-Party Partner Access. WBENC may share limited datasets, WBENC Outputs, or derived insights with authorized strategic partners who deliver member-facing capabilities (such as scoring, benchmarking, or matchmaking) under written agreements that include appropriate data protection, use restriction, and security obligations. Such partners are not permitted to independently use, sublicense, or further disclose WBENC Data or WBENC Outputs beyond the scope authorized in writing by WBENC. WBENC will not sell raw, identifiable member data to third parties.  

(c) User Prohibitions on AI Use. Without WBENC’s prior written consent, you may not: (i) use any Data or WBENC Outputs accessed through the Services to train, fine-tune, develop, evaluate, or improve any artificial intelligence, machine learning, large language model, or automated decision-making system; (ii) use automated scraping, harvesting, or data extraction tools to collect Data or WBENC Outputs at a scale or in a manner that exceeds the Permitted Use; or (iii) use the Data or WBENC Outputs to build or enhance a product or service that competes with, replicates, or substitutes for any WBENC Service. 

(d) AI Output Disclaimer. AI-Enabled Services and WBENC Outputs are provided for informational and decision-support purposes only. They do not constitute professional advice (including legal, financial, or procurement advice) and should not be relied upon as the sole basis for any business decision. WBENC does not warrant the accuracy, completeness, or fitness for any particular purpose of any AI-generated content or output. For the avoidance of doubt, Individual-Level WBENC Outputs are commercial data products developed through WBENC’s proprietary analysis and are not determinations of certification eligibility, program qualification, or membership status. 

(e) Platform and Vendor Transitions. WBENC may transition the Services to a new or replacement platform provider at any time. In connection with any such transition, WBENC will require any outgoing vendor to return or delete WBENC Data in accordance with applicable data protection obligations, and will impose equivalent obligations on any incoming vendor. Your rights and obligations under these Terms continue uninterrupted through any platform transition. 

(f) API Access and Platform Integration. WBENC may make the Data, WBENC Outputs, and related Services available through application programming interfaces (“APIs”) and direct platform integrations, including integrations with procurement systems, supplier diversity platforms, enterprise resource planning tools, and other third-party technology platforms. The following terms apply to API-based access and integrations: 

(i) WBENC retains the right to develop, maintain, modify, and make available APIs that enable programmatic access to the Data and WBENC Outputs. WBENC may deliver Data and WBENC Outputs via API to: (A) authorized strategic partners operating under written agreements with WBENC that include appropriate data protection and use-restriction obligations; (B) Corporate Members and Government Members who have executed an applicable data license or access agreement authorizing API-based access; and (C) integrated procurement or supplier diversity platforms that WBENC has authorized in writing to receive Data or WBENC Outputs on behalf of WBENC’s members. API-based delivery of Data and WBENC Outputs constitutes WBENC’s exercise of its data rights under these Terms and does not require additional consent from individual users beyond their acceptance of these Terms and any applicable separate agreement. 

(ii) WBENC may establish API access tiers, rate limits, usage thresholds, authentication requirements, and technical specifications governing programmatic access to the Data and WBENC Outputs. WBENC reserves the right to modify API specifications, rate limits, and access tiers at any time upon reasonable notice to affected parties. 

(iii) If your Organization has been authorized by WBENC to access the Data or WBENC Outputs through an API, as specified in a separate written agreement, your use of that API access is subject to these Terms, the terms of your separate agreement, and any applicable technical specifications provided by WBENC. API credentials issued to your Organization are confidential, may not be shared with unauthorized parties or systems, and must be safeguarded with the same care as password-based access credentials. You are responsible for all activity conducted through your Organization’s API credentials. 

(iv) Without WBENC’s prior written authorization, you may not: (A) access or attempt to access the Data or WBENC Outputs through any API, automated scraping tool, crawler, or programmatic extraction method not expressly authorized by WBENC; (B) exceed any rate limits or usage thresholds established by WBENC for your access tier; (C) use API access to collect or aggregate Data or WBENC Outputs beyond the scope of your Permitted Use; or (D) share, resell, or redistribute API access credentials or API-delivered Data or WBENC Outputs to any unauthorized party or system. Unauthorized API access constitutes a material breach of these Terms and may result in immediate suspension of access and legal action. 

(g) WBE and Certified Business Data.  If you are a WBE, an applicant for WBENC certification, or a certified business of any kind accessing the Services, you acknowledge and agree that: (i) Data submitted through the WBENC Certification Application Process, including your company profile, certification information, and related business data, is owned by WBENC as described in Section 6, and WBENC retains the right to use that Data, consistent with its Privacy Policy, to develop Individual-Level WBENC Outputs relating to your business; (ii) Individual-Level WBENC Outputs relating to your business may be made available by WBENC to Corporate Members, Government Members, and authorized partners as part of WBENC’s procurement support and supplier intelligence services; and (iii) you acknowledge WBENC’s right to create, own, and commercialize Individual-Level WBENC Outputs derived from your Data, and you agree that such use is consistent with WBENC’s mission of increasing visibility, opportunity, and competitiveness for certified businesses. 

  1. Proprietary Rights.

The Services, all content therein, and any underlying or related software, databases, algorithms, and intellectual property are protected by copyright, trademark, patent, and other intellectual property laws and are owned by WBENC or its licensors. WBENC owns all right, title, and interest, including all intellectual property rights, in and to the Data (as defined in Section 5), any aggregated or deidentified derivatives thereof, and any analytics, scores, benchmarks, or other outputs generated from the Data by or on behalf of WBENC (“WBENC Outputs”), regardless of the means by which such outputs are generated, including through artificial intelligence or machine learning tools. Your access to the Data or WBENC Outputs under these Terms does not convey any ownership interest or license beyond the Permitted Use. You agree not to copy, distribute, republish, display, post, transmit, download, or modify any content obtained through the Services without WBENC’s prior written permission; provided, however, that you may download or print information from the Services for internal use within the scope of the Permitted Use. 

Trademarks. The WBENC name, WBENC Certified Business seal, and related names, designs, logos, slogans, and taglines (collectively, “Marks”) are the trademarks of WBENC or its affiliates or licensors. You must not use the Marks without WBENC’s prior written permission. Notwithstanding the foregoing, WBEs and Corporate Members in good standing may access and use Marks as permitted through WBENCLink 2.0 and WBENC’s then-current brand guidelines. 

  1. Warranty Disclaimer.

THE SERVICES, ALL CONTENT THEREIN (INCLUDING THE DATA AND ANY WBENC OUTPUTS), AND ALL INFORMATION PROVIDED THROUGH THE SERVICES ARE PROVIDED BY WBENC ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER WBENC NOR ANY OF ITS PARTNERS, AFFILIATES, VENDORS, OR SUBCONTRACTORS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION MADE AVAILABLE THROUGH THE SERVICES. WBENC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OF INFORMATION, AND NON-INFRINGEMENT. WBENC DOES NOT WARRANT THAT (A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) DEFECTS WILL BE CORRECTED; (C) THE DATA OR ANY WBENC OUTPUTS — INCLUDING THOSE GENERATED USING ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING — WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR ANY PARTICULAR PURPOSE; OR (D) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY RELIANCE ON DATA OR WBENC OUTPUTS IS AT YOUR OWN RISK. Some jurisdictions do not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to you. 

  1. Text Messaging (SMS) Program. WBENC, directly and through its service provider ImpactHub (IGP US, LLC), may offer an optional text-messaging program for users of ImpactHub for WBENC and other WBENC digital services. Text messages are limited to account, security, and service notifications, such as sign-in verification codes, password or account-ownership changes, expiration reminders for certifications, insurance certificates, or other documents you provide, and notices that a WBENC Corporate Member has requested information from you and is awaiting a response. WBENC does not send marketing or promotional text messages under this program. You will receive text messages only if you provide a mobile number and expressly opt in, either through your ImpactHub for WBENC profile or by texting a keyword WBENC publishes. Consent is not a condition of WBENC certification, membership, or use of any WBENC Service. Message frequency varies based on account activity and will not exceed four (4) notification messages per month, excluding sign-in verification codes you request. Messages are not sent between 8:00 p.m. and 8:00 a.m. in your local time zone, other than sign-in verification codes. Message and data rates may apply. You may opt out at any time by replying STOP to any message; WBENC will send one final confirmation message, and you will receive no further texts unless you opt in again. Opting out of text messages does not affect email or in-platform notifications, which you may manage through your account settings. For help, reply HELP to any message, email impacthub@wbenc.org, or contact WBENC at the contact information listed below. The program is available on major U.S. carriers, and carriers are not liable for delayed or undelivered messages. By providing a mobile number, you represent that you are the account holder or authorized user of that number and agree to update your profile or notify WBENC if the number changes or is deactivated. WBENC may change or end the text-messaging program at any time and will provide notice of material changes by updating these Terms and, where required, by message.
  2. Limitation of Liability.

IN NO EVENT WILL WBENC OR ANY OF ITS PARTNERS, AFFILIATES, VENDORS, OR SUBCONTRACTORS – INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS – BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, ANY DATA, ANY WBENC OUTPUTS, OR ANY THIRD-PARTY SITES OR PLATFORMS ACCESSIBLE THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER WBENC KNEW OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, WBENC WILL HAVE NO LIABILITY FOR ANY DECISIONS, ACTIONS, OR OUTCOMES RESULTING FROM YOUR RELIANCE ON DATA OR WBENC OUTPUTS, INCLUDING THOSE GENERATED THROUGH ARTIFICIAL INTELLIGENCE OR MACHINE LEARNING TOOLS. THE AGGREGATE LIABILITY OF WBENC FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THE SERVICES (REGARDLESS OF THE CAUSE OF ACTION) IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID BY YOUR ORGANIZATION TO WBENC FOR THE SPECIFIC SERVICE THAT IS THE SUBJECT OF THE DISPUTE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (ii) $50. THE FOREGOING LIMITATIONS ARE INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. Some jurisdictions do not allow the limitation of incidental or consequential damages, so the above limitation may not apply to you. 

  1. Indemnification.

You agree to indemnify and hold WBENC, its partners, affiliates, vendors, subcontractors, officers, employees, and agents harmless from any and all losses, liabilities, damages and/or costs (including reasonable attorneys’ fees) arising from any third-party claims
related to your use of the Services or your violation of or failure to comply with these Terms. 

  1. Communications with WBENC.

Except as otherwise provided in the Privacy Policy with respect to your personal information, and except as provided in Section 5 with respect to Data submitted through the WBENC Certification Application Process, any communication or material you voluntarily transmit to WBENC by email or otherwise, including questions, comments, feedback, or suggestions, is, and will be treated as, non-confidential and nonproprietary. Anything you voluntarily transmit or post (outside the scope of the Privacy Policy and Section 5) may be used by WBENC for any purpose, including reproduction, disclosure, transmission, publication, and posting. You expressly agree that WBENC is free to use any ideas, concepts, know-how, or techniques contained in such voluntary communications without compensation and for any purpose, including developing, improving, and marketing its products and services. 

  1. Privacy.

WBENC is committed to protecting your personal information. Our Privacy Policy, which covers all WBENC Services including our Website, WBENCLink, and WBENC-hosted events and programs, is incorporated into these Terms by reference and is available at www.wbenc.org. If you have any questions about our privacy practices, please contact us at wbenccustsvc@wbenc.org. 

  1. Severability.

If any part of these Terms is held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms. 

  1. Waiver; Remedies.

The failure of WBENC to partially or fully exercise any rights, or the waiver by WBENC of any breach of these Terms by you, shall not prevent a subsequent exercise of such right by WBENC or be deemed a waiver by WBENC of any subsequent breach by you of the same or any other provision of these Terms. The rights and remedies of WBENC under these Terms and any other applicable agreement between you and WBENC shall be cumulative, and the exercise of any such right or remedy shall not limit the right by WBENC to exercise any other right or remedy. 

  1. International Access.

This Website and the Services are provided from the United States of America and all servers that make this Website available are located in the United States. The laws of other countries may differ regarding the access and use of this Website and the Services. WBENC makes no representations regarding the legality of this Website and the Services in any other country, and it is your responsibility to ensure that your use of this Website and the Services complies with all applicable laws. 

  1. Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION TO RESOLVE MOST DISPUTES AND LIMITS HOW YOU MAY SEEK RELIEF. YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN COURT BEFORE A JUDGE OR JURY AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. 

Any arbitration under this Section is governed by the Federal Arbitration Act (“FAA”); no state arbitration procedures law shall apply. 

(a) Pre-Arbitration Notice and Negotiation. Before either party initiates arbitration, that party must send the other a written notice describing: (i) the name and contact information of the party giving notice; (ii) the nature and basis of the claim and the relief sought, including the basis for any damages calculation; and (iii) if you are represented by counsel, the identity of your attorney and confirmation that WBENC has authority to disclose information relevant to resolving your claim to that attorney. Both parties must negotiate in good faith for sixty (60) days following receipt of the notice before initiating arbitration. Any applicable limitations period is tolled during this sixty-day period. Failure to comply with this paragraph is grounds for dismissal of any arbitration proceeding. 

(b) Binding Arbitration. ALL CLAIMS WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT EITHER PARTY MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF THE CLAIM IS PROPERLY WITHIN THAT COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. 

(c) Arbitration Administration. The arbitration will be administered by the American Arbitration Association (“AAA”) under its then-applicable rules, including, as appropriate, its Commercial Arbitration Rules and Mass Arbitration Supplementary Rules. If there is a conflict between this Arbitration Agreement and the AAA Rules, this Arbitration Agreement governs. The AAA’s rules are available at www.adr.org. The arbitration will be conducted in English by a single independent and neutral arbitrator. For any in-person hearing, the hearing will be conducted in Washington, DC or such other location as the parties may mutually agree. The costs of arbitration shall be shared equally by the parties, provided that the arbitrator may award attorneys’ fees and costs to the prevailing party. If the arbitrator determines that a claim was frivolous or brought for an improper purpose, the claimant shall reimburse the other party for any costs or fees paid on its behalf. The arbitrator’s decision will be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction. 

(d) Individual Claims Only. ALL CLAIMS WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN THE STATE OR FEDERAL COURTS LOCATED IN WASHINGTON, DC. 

(e) Limitations Period. ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 

(f) Equitable Relief. Notwithstanding anything to the contrary, WBENC may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights or data security interests, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section. 

  1. Governing Law.

These Terms are governed by the internal substantive laws of the District of Columbia, without regard to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the foregoing, the Federal Arbitration Act (9 U.S.C. §§ 1–16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 15 and preempts all state laws to the fullest extent permitted by applicable law. If the FAA is found not to apply to any issue arising from or relating to the Arbitration Agreement, that issue will be resolved under the laws of the District of Columbia. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  

You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Washington, DC for any actions for which WBENC retains the right to seek injunctive or other equitable relief, including any provisional relief required to prevent irreparable harm, to prevent the actual or threatened infringement, misappropriation, or violation of WBENC’s data security, confidential information, or intellectual property rights. You agree that Washington, DC is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement in Section 15 is found unenforceable. 

  1. Class Action / Jury Trial Waiver.

BY AGREEING TO THESE TERMS, YOU AND WBENC EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AS A PLAINTIFF OR CLASS MEMBER. THIS WAIVER APPLIES TO ALL USERS — BOTH NATURAL PERSONS AND ENTITIES — REGARDLESS OF THE PURPOSE FOR WHICH YOU USE THE SERVICES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION AND, UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS. THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM. ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. 

  1. Entire Agreement. 

These Terms, the Privacy Policy, and any other policies and terms set forth on the applicable Service platform or communicated in writing to you by WBENC constitute the entire agreement between you and WBENC with respect to your general use of the Services and supersede all prior negotiations, understandings, statements, and agreements not expressly referenced herein. 

  1. Questions.

Should you have any questions regarding these Terms, please contact WBENC at wbenccustsvc@wbenc.org. Notwithstanding the foregoing, WBENC is under no obligation to provide end-user technical support for the Services. 

Women’s Business Enterprise National Council 

1120 Connecticut Avenue NW – Suite 200 

Washington, DC 20036 

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