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By checking the “I accept” box as part of your process for obtaining the reproduction-quality Marks (as defined below), you are agreeing to the terms and conditions of these Terms and Conditions for Use of Trademark (referred to herein as the “Agreement”), as of the date you checked the box (the “Effective Date”) between Her Corner Inc. (the “Licensor”) and you and, if applicable, the entity you identified as the party interested in using the Mark (collectively, the “Licensee”), and you represent that you have the right, power and authority to bind such entity, if identified in addition to you, to the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement your only recourse is to cease all uses of the Marks.
Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
“Brand Manual” means Licensor’s guidelines prescribing the permitted form and manner in which the Mark may be used as provided at the end of this Agreement, including any amendments or additions notified in writing by Licensor to Licensee from time to time.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
“Losses” means losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Mark” means the trademark and/or service mark identified at the end of this Agreement, whether registered or unregistered.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.
“Territory” means the smallest legal jurisdiction in which Licensee actually conducts Licensed Activities, as defined in Section 2.1.
2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicenseable, revocable license to use the Mark solely in connection with identifying a community of women business owners and in-person meetings conducted by Licensee associated therewith (the branded activities in association with such community as further described at the end of this Agreement are referred to herein as the “Licensed Activities”) in the Territory.
2.2 Restrictions on Licensor. Licensor shall not use the Mark (or any other mark confusingly similar to the Mark) in the Territory in connection with the manufacture, promotion, distribution and sale of any good.
2.3 Territorial Restrictions. Licensee shall not undertake advertising or similar activities for the Licensed Activities in, or specifically aimed at, any location outside the Territory.
2.4 Business Names and Domain Names. It is recommended that Licensee not use the Mark, or any mark confusingly similar to the Mark, in any name of Licensee’s business or as part of any domain name. Licensee may in its discretion use the Mark (or any mark confusingly similar thereto), individually or in combination, as part of (a) its corporate or trade name, or (b) any domain name or user name on any social media platform; provided, however, that in the event such use forms a composite trademark or service mark or logo that in which separate rights inure or as part of a domain name or user name, then any and all rights in or to such name or domain name or social media user name shall inure to Licensor and Licensee shall, upon request, transfer and assign all right, title and interest in and to such name and/or domain name or social media user name (including all access rights and credentials) to Licensor immediately upon request, and Licensee hereby names Licensor as an attorney-in-fact to take all actions necessary to facilitate such transfer and assignment.
2.5 No Sublicensing. Licensee shall not grant sublicenses under this Agreement.
2.6 Reservation of Rights. Licensor expressly reserves all rights not expressly granted to Licensee under this Agreement. No rights to any copyrights are granted under to this Agreement.
3.1 Compliance with Licensor’s Directions. All activities advertised or otherwise branded with the Mark shall comply strictly with the directions of Licensor regarding the form and manner of the application of the Mark, including the directions contained in the Brand Manual, and the instructions for using any copyrighted materials of Licensor that Licensee may elect in its sole discretion to license from Licensor separately from this Agreement.
3.2 No Other Marks. Apart from the Mark, no other trademark or logo may be affixed to, or used in connection with, the Licensed Activities, except that, Licensee may use its trade name subject to the possible assignment of all associated right and title in the foregoing as provided in Section 2.4.
3.3 Trademark Notices. Licensee shall ensure that all uses of the Mark, including all materials carrying the Mark, be marked with the appropriate trademark notices and in accordance with Licensor’s instructions.
4.1 Acknowledgement of Ownership. Licensee acknowledges that Licensor is the owner of the Mark. Any goodwill derived from the use by Licensee of the Mark shall inure to the benefit of Licensor. If Licensee acquires any rights in the Mark, by operation of law, or otherwise, such rights shall be deemed and are hereby irrevocably assigned to Licensor without further action by any of the parties. Licensee agrees not to dispute or challenge or assist any Person in disputing or challenging Licensor’s rights in and to the Mark or the validity of the Mark, or any composite mark, domain name or social media user name assigned to Licensor pursuant to Section 2.4.
4.2 Licensee Restrictions. Licensee agrees that it shall not, during the Term or thereafter, directly or indirectly:
(a) do, omit to do, or permit to be done, any act which will or may dilute the Mark or tarnish or bring into disrepute the reputation of or goodwill associated with the Mark or Licensor or which will or may invalidate or jeopardize any registration of the Mark; or
(b) apply for, or obtain, or assist any Person in applying for or obtaining any registration of the Mark, or any trademark, service mark, trade name or other indicia confusingly similar to the Mark, individually or together with other elements in any country in the world.
4.3 No Encumbrances. Licensee shall not grant or attempt to grant a security interest in, or otherwise encumber, the Mark or record any such security interest or encumbrance against any application or registration regarding the mark in the United States Patent and Trademark Office or elsewhere.
5.1 Acknowledgement. Licensee acknowledges and is familiar with the high standards, quality, style and image of Licensor, and Licensee shall, at all times, conduct its business and use the Mark in a manner consistent with these standards, quality, style and image.
5.2 Compliance with Licensor Specifications. Licensee shall comply with the specifications, standards and directions relating to the conduct of the Licensed Activities, including their promotion.
5.3 Compliance with Laws. In exercising its rights under this Agreement, Licensee shall comply with, and shall ensure that each Licensed Activities conducted by Licensee complies with, all applicable Laws. Licensee shall promptly provide Licensor with copies of all communications, relating to the Mark or the Licensed Activities, with any governmental, regulatory or industry authority.
5.4 Submission of Materials for Approval. Licensee shall, at its own expense, prior to any use of the Mark and thereafter if materially changed, and at any time at Licensor’s request supply a reasonable number of production samples of any materials bearing the Marks to Licensor for approval. In the event that Licensor rejects any sample, Licensee shall immediately cease distribution of such materials and shall not recommence distribution until Licensor confirms in writing that it may do so. In the absence of a written notice of rejection, within 30 days of receipt of a sample, the sample shall be deemed to have been approved by Licensor.
5.5 Complaints. Licensee shall promptly provide Licensor with details of any complaints it has received relating to the Licensed Activities advertised using the Marks together with reports on the manner in which such complaints are being, or have been, dealt with and shall comply with any reasonable directions given by Licensor in respect thereof.
6.1 Notification. Licensee shall immediately notify Licensor in writing giving reasonable detail if any of the following matters come to its attention:
(a) any actual, suspected or threatened infringement of the Mark;
(b) any actual, suspected or threatened claim that the Mark is invalid;
(c) any actual, suspected or threatened opposition to the Mark;
(d) any actual, suspected or threatened claim that use of the Mark infringes the rights of any third party;
(e) any person applies for, or is granted, a registered trademark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to Licensee under this Agreement; or
(f) any other actual, suspected or threatened claim to which the Mark may be subject.
6.2 Actions. With respect to any of the matters listed in Section 6.1:
(a) Licensor shall decide, in its sole discretion, what action if any to take;
(b) Licensor shall have exclusive control over, and conduct of, all claims and proceedings;
(c) Licensee shall provide Licensor with all assistance that Licensor may reasonably require in the conduct of any claims or proceedings; and
(d) Licensor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
7.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:
(a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering;
(b) (i) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder and to perform its obligations hereunder, and (ii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and
(c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2 Disclaimer of Representations and Warranties. Nothing in this Agreement shall constitute any representation or warranty by Licensor that:
(a) any Mark is valid;
(b) any Mark (if an application) shall proceed to grant or, if granted, shall be valid; or
(c) the exercise by Licensee of rights granted under this Agreement will not infringe the rights of any person.
7.3 Exclusion of Consequential and Other Indirect Damages. To the fullest extent permitted by Law, Licensor shall not be liable to Licensee for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not Licensee has been advised of the possibility of such damages.
8.1 Indemnity. Licensee shall indemnify, defend and hold harmless Licensor against all Losses arising out of or resulting from any third party claim, suit, action or proceeding (each, an “Action”) related to or arising out of: (a) the breach of this Agreement by Licensee, and (b) Licensee’s exercise of its rights granted under this Agreement, including but not limited to any product liability claim or third party intellectual property rights infringement claim relating to Licensed Activities conducted by or on behalf of Licensee, in each case, except for any Action based solely on trademark infringement arising out of the use by Licensee of the Marks in accordance with this Agreement.
8.2 Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Action in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section 8.2 shall not relieve the indemnifying party of its obligations under this Section 8.2 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.
10.1 Term. This Agreement shall be deemed to have commenced as of the Effective Date and shall remain in force until terminated by either party (the “Term”).
10.2 Termination Without Cause. Either party shall have the right to terminate this Agreement for any or no reason at any time by giving the other party written notice of such termination.
10.3 Termination for Cause. This Agreement shall automatically and immediately terminate if:
(a) Licensee breaches this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is curable) fails to cure such breach within 14 days of being notified in writing to do so; or
(b) Licensee challenges the validity or Licensor’s ownership of the Mark; or
(c) there is a change in control of Licensee that is not approved by Licensor.
11.1 Effect of Termination. On expiration or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement: (a) all rights and licenses granted pursuant to this Agreement shall cease; and (b) Licensee shall cease all use of the Mark.
11.2 Surviving Rights. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration.
12.1 Further Assurances. Each party shall, upon the request of the other party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
12.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
12.3 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission) or email or website contact (in the case of Licensor) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to Licensor using the “Contact Us” function available at the website www.hercorner.org, and using the contact information provided by Licensee as part of the process by which Licensee consented to this Agreement, which Licensee shall be solely responsible for updating by re-apply for this Agreement if such contact information changes in the future.
12.4 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
12.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.
12.6 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
12.7 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12.8 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted in the federal courts of the United States or the courts of the State of Delaware, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
12.9 Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
12.10 Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its actual attorneys’ fees and court costs from the non-prevailing party.
12.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
LICENSOR’S BRAND MANUAL
NOTE: THE FOLLOWING MARKS ARE FOR IDENTIFICATION PURPOSES ONLY AND ARE NOT INTENDED FOR USE BY LICENSEE. HIGH-RESOLUTION VERSIONS OF THE MARKS WILL BE MADE AVAILABLE TO LICENSEE SEPARATELY AND LICENSEE AGREES NOT TO USE THE SAMPLES PROVIDED BELOW:
Limitations for Mark:
Here are a few guidelines to help keep the Her Corner brand looking her best.
HER CORNER LOGO:
The Mark may only be used for the following Licensed Activities conducted in the Territory:
Business networking activities & events
Business peer group events
Networking for women business owners
Subject to Section 2.4, the logo and name may in Licensee’s discretion be used for online collaboration via sites such as Facebook, LinkedIn, in which case we recommend that the nomenclature be:
The name Her Corner Inc or any other corporate identifier (e.g., Her Corner Corp, Her Corner LLP, etc.) cannot be used by anyone other than Licensee.
Use of the Mark shall NOT be associated with the following kind of activities:
The Mark shall not be used to create: