Terms & Conditions

CORPORATE IMPACT LAB MEMBERSHIP AND FELLOWSHIP TERMS AND CONDITIONS – EFFECTIVE August 7th, 2025

PLEASE READ THESE CORPORATE IMPACT LAB MEMBERSHIP AND FELLOWSHIP TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY. THIS IS A BINDING AGREEMENT BETWEEN JUST CAPITAL FOUNDATION, INC., A DELAWARE NON STOCK CORPORATION RECOGNIZED AS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, WITH ITS OFFICE AT 44 EAST 30TH STREET, 11TH FLOOR, NEW YORK, NY 10016 (“SERVICE PROVIDER”), AND THE PARTY IDENTIFIED HEREIN AS “CLIENT”(AS DEFINED BELOW). BY CLICKING “I ACCEPT,”EXECUTING AN ORDER FORM, OR OTHERWISE ACCESSING OR USING ANY SERVICES (AS DEFINED BELOW), CLIENT AGREES TO BE BOUND BY THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE AUTHORITY TO BIND THE AFFILIATED ORGANIZATION (AS DEFINED BELOW), OR DOES NOT AGREE TO ALL TERMS, SUCH INDIVIDUAL MUST NOT ACCEPT THE AGREEMENT OR ACCESS ANY SERVICES.

1. Order Form; Hierarchy.
   1. Order Form. Client shall subscribe to the Corporate Impact Lab program by executing one or more order forms or confirmation forms referencing this Agreement (each, an “Order Form”). Each Order Form shall specify (a) the legal name and address of the Affiliated Organization, (b) the natural person employee designated as the Member Contact, (c) the Service Level and corresponding Program Benefits, (d) the Term and any Renewal Term(s), and (e) applicable fees and invoicing instructions. Each Order Form is incorporated herein by this reference.
   2. Hierarchy. In case of conflict, ambiguity, or contradiction between an Order Form and this Agreement, the Order Form shall control with respect to the subject matter of that Order Form.
2. Services.
   1. Access and Use. Subject to Client’s compliance with this Agreement, Service Provider hereby grants Client a limited, revocable, non exclusive, non transferable, and non sublicensable license during the Term to: (i) permit the Member Contact (and any additional authorized users stated in the Order Form) to access the password protected portal and participate in the Program; and (ii) use, download, internally copy, and internally distribute Program Benefits solely for Client’s internal business purposes.
   2. Scope of Benefits. Client will receive those Program Benefits associated with the Service Level designated in the Order Form. A higher Service Level automatically includes all Program Benefits of any lower Service Level, unless expressly excluded in the Order Form.
   3. Modifications. Service Provider may modify, enhance, or discontinue elements of the Program Benefits, provided that the Service Provider will not materially reduce the core features of the Services without providing prior written notice to the Client.
   4. Seat Transfers. Should the Member Contact cease employment with the Affiliated Organization during the Term, the Affiliated Organization may, upon written notice to Service Provider, designate a replacement employee for the remainder of the Term. All terms herein apply to any replacement Member Contact.
   5. Suspension. Service Provider may suspend or terminate Client’s access to any Services in accordance with Section 8.3.
3. Permitted Sharing and Use Restrictions.
   1. Internal Sharing. Client may distribute Program Benefits solely within the Affiliated Organization and its Affiliates, provided that all proprietary notices remain intact and recipients are informed that such materials are confidential and subject to the terms of this Agreement and such Program Benefits are used solely for Client’s internal business purposes.
   External Use Prohibited. Except for materials that Service Provider has itself made public, Client shall not publish, post, or otherwise disclose any Program Benefits outside the Affiliated Organization without Service Provider’s prior written consent.
   2. Prohibited Activities. Client shall not (and shall not permit any person to): (a) rent, sell, assign, resell, sublicense, lease, distribute, or otherwise commercially exploit or transfer its rights to use the Services or the Program Benefits or use the Services for the benefit of a third party; (b) reverse engineer, decompile, or disassemble or otherwise attempt to discover the source code, other encoded portions, interface protocols or underlying algorithms of any software or platform components of the Services; (c) remove any Service Provider-related trademarks, disclaimers, or proprietary notices; (d) copy, modify, adapt, or create derivative works based on the Services or Program Benefits; (e) circumvent, or attempt to circumvent, technological measures to limit access to the Services; (f) use any manual process or robot, spider or other automatic device, process or means to access, monitor, or copy all or any part of the Services for any purpose; (g) use any device, software, or routine that interferes with the proper working of the Services, including, without limitation, by the introduction of or attempted introduction of logic bombs, Trojan horses, viruses, worms, or other malicious or harmful material or code to the Services or any server, computer, software, or database connected to the Services; (h) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services; (i) attack the Service via any denial-of-service attack; (j) otherwise attempt to interfere with the proper working of the Service; (k) use the Services to develop or offer a competing product or service; or (l) engage in any activity that violates applicable law or infringes any intellectual property or privacy right of any third party.
   3. Presenter Content. Independent impact partners and Cabinet-of-Experts members (each, a “Presenter”) may provide slides, reports, data, or other materials (“Presenter Content”) for use in the Program. Each Presenter has granted Service Provider a license to use, display, and distribute the Presenter Content solely as necessary to deliver the Program Benefits to Client. Once supplied, Presenter Content is deemed part of the Program Benefits and is subject to the same internal-use permissions and restrictions outlined in Sections 3.1–3.2 as well as the prohibited activities described in Section 3.3.
4. Intellectual Property Rights and Feedback
   1. Ownership. Service Provider retains all right, title, and interest in and to the Services, including the associated portal, the Program Benefits, and all related intellectual property rights. No rights are granted other than as expressly set forth herein.
   2. Feedback. Client hereby assigns to Service Provider all rights, title, and interest in and to any suggestions, ideas, or feedback regarding the Services provided by Client to Service Provider (“Feedback”). Service Provider, in its sole discretion, may or may not respond to Client’s Feedback or promise to address all of Client’s Feedback in the development of future features or functionalities of the Services or any related or subsequent versions of such Services.
5. Security.
   1. Security. Service Provider implements commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality and integrity of Personal Information. Client is responsible for maintaining the confidentiality of credentials and all activity conducted under its account.
6. Fees and Payment.
   1. Fees. Fees, currency, and billing instructions are set forth in the Order Form.
   2. Payment Methods. Client authorizes Service Provider to (i) charge the payment method supplied at checkout; or (ii) issue an electronic invoice payable via any method offered through Service Provider’s payment portal. Unless paid at checkout, invoiced amounts are due net thirty (30) days from invoice date.
   3. Late Payments. Overdue amounts shall accrue interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower. Client shall reimburse Service Provider for reasonable costs of collection.
   4. Taxes. Fees are exclusive of, and Client shall pay, all applicable taxes, duties, and assessments, other than taxes on Service Provider’s net income.
   5. Fee Increases. Service Provider may increase fees effective at the start of any Renewal Term by providing at least sixty (60) days’ prior written notice.
   6. Service Level Changes. (a) Inclusive Upgrade. If Client elects to move to a higher Service Level that subsumes the Program Benefits of its current Service Level, Service Provider may, in its sole discretion, apply a pro rated credit of unused fees toward the fees for the higher Service Level. (b) Non Inclusive Add On. If Client purchases additional Services that do not include the existing Program Benefits, no credit shall apply unless Client simultaneously discontinues the lower Service Level, in which case Service Provider may, in its discretion, apply a pro rated credit of unused fees toward the add on. Service Provider may offer promotional discounts on add ons irrespective of any credit. (c) General. Credit calculations are at Service Provider’s sole discretion. Unless stated in the Order Form, a Service Level change does not alter the original Term, and any prepaid fees not credited are non refundable.
7. Term.
   1. Initial Term. The Term commences on the Start Date in the Order Form and continues for the period specified therein.
   2. Renewal Term. Unless either party provides written notice of non renewal at least thirty (30) days before term end, the Agreement auto renews for successive one year periods.
8. Termination.
   1. Termination for Cause. Either party may terminate this Agreement or any Order Form upon thirty (30) days’ written notice if the other party materially breaches and fails to cure within the notice period.
   2. Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent or subject to bankruptcy proceedings.
   3. Suspension and Termination by Service Provider. Service Provider may, upon written notice to Client, (a) suspend Client’s access to any or all Services or Program Benefits or (b) terminate this Agreement or any Order Form immediately, in each case, without incurring any resulting obligations or liability, if: (i) Client fails to pay any undisputed fees within fifteen (15) days after written notice of late payment; (ii) Client or any Member Contact fails to comply with any term of this Agreement, or has accessed or used the Services or Program Benefits beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (iii) Service Provider reasonably determines that Client’s use of the Services may violate applicable law or poses a security risk or may subject Service Provider to civil or criminal liability; (iv) Service Provider is required to do so by law, regulation, or a governmental authority; (v) Client or Member Contact is, has been or is likely to be involved in any fraudulent, misleading, or unlawful activities; (vi) Client’s or Member Contact’s use of the Services is interfering with the enjoyment of the Services by any other user or (vii) such actions are required to protect Service Provider’s systems. Where practicable, Service Provider will provide advance notice and an opportunity to cure prior to suspension or termination. A suspension for non payment may be converted to termination if the past due amount remains unpaid for thirty (30) days after suspension.
   4. 8.4 Effect of Termination. (a) Upon the expiration or termination of this Agreement or any Order Form for any reason: (i) all licenses and rights granted to Client hereunder shall immediately cease; (ii) Client shall discontinue all use of the Services and Program Benefits and, at Service Provider’s option, destroy or return all Confidential Information in its possession or control; (iii) all undisputed fees and other amounts owed by Client through the effective date of termination shall become immediately due and payable; and (iv) Sections 3, 4, 5, 6 (with respect to amounts due and owing), 8.4, 9–14, and 15 shall survive. (b) If Client terminates this Agreement or an Order Form due to Service Provider’s uncured material breach, Service Provider shall refund to Client any unused prepaid fees for the terminated portion of the applicable Term on a pro rated basis. Except as expressly provided in this Section 8.4(b), all fees are non cancellable and non refundable.
9. Confidentiality.
   1. Definition. “Confidential Information” means any non public business, technical, or financial information disclosed by either party that: (i) is designated as confidential, or (ii) a reasonable person would understand to be confidential given the nature of the information and the circumstances of its content or disclosure. The Services and Program Benefits (and any data provided therefrom) are Confidential Information of Service Provider. Confidential Information shall not include information that (a) is or becomes publicly available (without breach of this Agreement), (b) is lawfully received from a third party, not known to be confidentially bound to the disclosing party, (c) was in the receiving party’s possession before receipt from the disclosing party, or (d) is generated independently by, or on behalf of, the receiving party or any of its representatives without reference to the disclosing party’s Confidential Information.
   2. 9.2 Obligations. Each party shall protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own similar confidential information (and in no event less than reasonable care) and may use such information only to perform under this Agreement. The receiving party may disclose Confidential Information to its officers, directors, employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth in this Agreement. The receiving party may disclose Confidential Information if required to do so under applicable law or a valid court order, provided that prior notice is given to the other party if permissible (except for routine regulatory reviews or disclosures that are not specific to the disclosing party)
10. Warranty; Disclaimers.
    1. Authority. Each party represents that it has full power and authority to enter into and perform this Agreement and that this Agreement constitutes a legal and valid obligation binding upon such party, enforceable in accordance with its terms. Client represents and warrants that it has the full power and authority to bind Affiliated Organization to the terms of this Agreement.
    2. Limited Performance Warranty. Service Provider warrants that, for thirty (30) days from the Start Date, the portal will materially conform to its then current user documentation. Client’s exclusive remedy for breach, and Service Provider’s sole liability, of this warranty is reperformance of the non conforming portion of the Services.
    3. No Investment Advice. Program Benefits are for informational purposes only and do not constitute investment, legal, tax, or accounting advice and Client is solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for Client based on client’s personal investment objectives, financial circumstances and risk tolerance. Client is solely responsible for its use of the Program Benefits. Client acknowledges and agrees that Service provider will not be held responsible for the decisions Client makes arising from its use of the Services or Program Benefits.
    4. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.2, THE SERVICES AND PROGRAM BENEFITS ARE PROVIDED “AS IS,” AND SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.
    5. Presenter Content Disclaimer. Service Provider does not independently verify, and expressly disclaims all responsibility for, any factual statements, analyses, opinions, or advice contained in Presenter Content. Presenter Content is provided “as is” by the Presenter, and any reliance by Client is at Client’s sole risk.
11. Indemnification.
    1. By Affiliated Organization. The Affiliated Organization shall indemnify, defend, and hold harmless Service Provider and its Affiliates, and their respective affiliates, employees, officers, directors and agents, from and against all suits, claims, charges and liabilities, and all associated losses, costs, damages and expenses, arising from any third party claim, suit or proceeding arising out of (i) Client’s breach of this Agreement, or (ii) Client’s use or misuse of the Services.
    2. By Service Provider. Service Provider shall indemnify, defend, and hold harmless Client from and against all suits, claims, charges and liabilities, and all associated losses, costs, damages and expenses, arising from any third party claim, suit or proceeding that the portal, as provided by Service Provider and used in accordance with this Agreement, infringes a U.S. patent, copyright, trademark, or trade secret. Service Provider may, at its sole option, (a) procure the right to continue using the affected Services consistent with this Agreement, (b) replace or modify the Services with reasonably equivalent service that does not infringe, or (c) terminate this Agreement. This Section 11.2 sets forth Service Provider’s entire obligation to Client with respect to any claim to infringement or misappropriation.
    3. Requirements. Service Provider’s indemnity obligations are conditioned upon Client having updated to the latest version of the Services made available by Service Provider and Service Provider’s indemnity obligations do not apply to the extent that the alleged infringement arises from: (a) access to or use of the Services or Program Benefits in combination with any hardware, system, software, network, or other materials or service not provided by Service Provider or specified for Client’s use; (b) modification of the Services or Program Benefits other than by or on behalf of Service Provider; or (c) Service Provider’s compliance with Client’s specifications. The indemnities in this Section 11 are further conditioned upon (x) the indemnified party providing prompt notice of such claim or suit to the indemnifying party; (y) the indemnifying party having sole control of such defense and/or settlement (provided that the settlement’s terms do not require admission of wrong-doing by the indemnified party and fully release the indemnified party of all liability); and (z) the indemnified party providing information and assistance as reasonably requested by the indemnifying party, at the indemnifying party’s sole cost and expense.
12. Limitation of Liability.
    1. EXCEPT FOR LIABILITY ARISING FROM CLIENT’S BREACH OF SECTION 3 OR FAILURE TO PAY FEES, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
    2. AGGREGATE LIABILITY OF SERVICE PROVIDER AND THE AFFILIATED ORGANIZATION, RESPECTIVELY, SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE MEMBER CONTACT SHALL HAVE NO MONETARY LIABILITY UNDER THIS AGREEMENT. EACH PARTY HAS A DUTY TO MITIGATE DAMAGES THAT WOULD OTHERWISE BE RECOVERABLE UNDER THIS AGREEMENT BY TAKING APPROPRIATE AND REASONABLE ACTIONS TO REDUCE OR LIMIT THE AMOUNT OF SUCH DAMAGES.
13. Evaluation Use.
    1. 30 Day Evaluation License. Service Provider may, at its discretion, grant Client a one time, no fee evaluation of the Services (the “Evaluation Services”) for thirty (30) consecutive calendar days beginning on the date Service Provider provisionally enables access (the “Evaluation Period”). The Evaluation Services are limited to portal access and read only review of Program Benefits; in person events and advisory calls are expressly excluded unless otherwise agreed in writing. Service Provider may terminate the Evaluation Services, with or without cause, upon written notice to Client.
    2. Evaluation License Terms. During the Evaluation Period, and subject to the restrictions in Section 3, Service Provider grants Client a non exclusive, non transferable, revocable, limited license for the Member Contact to use the Evaluation Services solely to evaluate whether to purchase a paid Service Level. The Evaluation Services are provided “AS IS,” and WITHOUT WARRANTY, and Sections 10.2 (Limited Performance Warranty) and 11.2 (Service Provider Indemnity) do not apply.
    3. Expiration. Unless Client enters into an Order Form for a paid Service Level before the end of the Evaluation Period, (a) the Evaluation Services and all associated rights automatically terminate, and (b) Client must cease all use and destroy any materials downloaded or exported during the Evaluation Period.
    4. No Obligation; Feedback. Service Provider is under no obligation to continue providing the Evaluation Services after the Evaluation Period. Any Feedback provided during the Evaluation Period is governed by Section 4.2.
14. General.
    1. Notices. Notices must be in writing and sent to the addresses specified in the Order Form or such other address as a Party notifies the other Party and will be deemed given when received if delivered personally or by courier, on the next business day if sent by recognized overnight delivery service, or when confirmed if sent by email.
    2. ssignment. Client may not assign this Agreement without Service Provider’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets.
    3. Governing Law; Amendments; Severability; Counterparts. This Agreement shall be governed by the laws of the State of Delaware, excluding its conflict of laws rules, and the exclusive venue for any dispute arising hereunder shall be the state and federal courts in Delaware. Service Provider may change the terms and conditions of this Agreement at any time. Service Provider shall provide Client with a notification of such change(s) and the revised Agreement itself will be posted on the Service Provider’s website. By using the Services after any such changes take place, Client signifies its acceptance of the change(s) and its agreement to be bound by them. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement. This Agreement may be executed in counterparts (including pdf or electronic signature), each of which shall be deemed to be an original and both together one and the same agreement.
    4. Dispute Resolution.  (a) All adversarial proceedings arising out of or in connection with this Agreement, such as claims at law, tort claims, statutory claims, equitable claims, or any other claim whatsoever, will be decided by binding arbitration before JAMS, utilizing its Comprehensive Arbitration Rules and Procedures. Venue for any arbitration between the Parties will be had, and is mandatory in, New York, New York to the exclusion of all other places of venue for all claims that arise under this Agreement. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding any of the foregoing, each Party may, without waiving any right or remedy available to such Party under this Agreement or otherwise, seek and obtain from any court of competent jurisdiction any interim or provisional relief (including any injunctive or other equitable relief) that is necessary or desirable to protect the rights or property of such Party.  (b) WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS SERVICE PROVIDER AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. CLIENT AGREES THAT, BY ENTERING INTO THIS AGREEMENT, CLIENT AND SERVICE PROVIDER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.  (c) ANY CAUSE OF ACTION OR CLAIM CLIENT MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
    5. Export. Client acknowledges and agrees that using the Services is at Client’s own risk. Software from the Services is subject to U.S. export controls and may not be downloaded, exported or re-exported: (a) into (or to a national or resident of) Russia, Cuba, Iran, North Korea, Syria, and the following regions of Ukraine (Crimea, Luhansk, and Donetsk), or any other country with respect to which the United States maintains trade sanctions prohibiting the shipment of goods; or (b) to anyone on or acting on behalf of an entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons, or any entity owned fifty (50) percent or more by such Person, or the U.S. Commerce Department’s Denied Persons List or Entities List. By using the Services, Client represents and warrants that it is not (i) located in or a national or resident of any country noted above that is subject to U.S. trade sanctions, or (ii) on any U.S. Prohibited Party List or acting on behalf of any person or entity on any such list.
    6. Force Majeure. Service Provider shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the Client’s workforce or any other party), epidemic, pandemic, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, cyberattacks, denial of service attacks, supply chain issues, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
    7. Audit. To enable Service Provider to more accurately assess Client’s compliance with the use, distribution and payment terms of the Agreement, Client will, upon Service Provider’s written request, provide Service Provider with written documentation evidencing the use of the Services by Client and/or its agents. Additionally, Service Provider shall have the right, upon reasonable prior written notice, during business hours at a time and date mutually agreed, to verify and audit Client’s compliance with the terms of this Agreement, including that only the number of Authorized Users expressly permitted by the Order Form are using the Services. Any such audit shall be at Service Provider’s sole expense. In addition, such audit shall be subject to Client’s reasonable policies and procedures pertaining to security or confidentiality. Alternatively, Service Provider may request that Client provide a written report, with reasonably sufficient detail, as to the number of users or other relevant metrics to verify compliance. Service Provider shall issue an invoice for excess usage at the then-current rate for the Service Provider. Client’s failure to comply with this provision shall be deemed a material breach of this Agreement.
    8. Publicity. Service Provider shall be permitted to disclose, announce or publicize the existence of this Agreement and the provision of the Services by the Service Provider to Client on Service Provider’s website, referral lists and Service Provider’s marketing materials. Service Provider retains the right to photograph, film, and videotape Client and to use Client’s name, likeness, and voice solely for promotional, marketing, and publicity purposes. Service Provider may copy, copyright, edit, and distribute such materials for these purposes, without further consent or compensation.
15. Definitions.

    “Affiliate” of a party means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Party. “Control” means the power to direct or cause the direction of the affairs, policies or management of a person or entity, whether through the ownership of voting securities of at least fifty (50%), by contract or otherwise

    “Client” means, collectively, the Affiliated Organization and the Member Contact, except that the Affiliated Organization alone bears monetary, indemnity, and liability obligations.

    “Service Level” means the tier of Services (e.g., Membership, Fellowship, or any future tier) selected in the Order Form.

    “Program Benefits” means the specific deliverables, entitlements, and usage limits associated with the Service Level, as set forth on the Order Form.

    “Affiliated Organization” means the employer identified on the Order Form.

    “Member Contact” means the natural person user designated on the Order Form.

    “Services” means access to the portal and delivery of the Program Benefits corresponding to the Service Level, together with related support services.

    “Personal Information” has the meaning given by applicable law.

    “Presenter Content” means any slides, reports, datasets, or other materials furnished by a Presenter during Program sessions.