TERMS OF USE

The MLT Black Equity at Work Certification process and MLT Black Equity at Work Certification (the “Certification”) is provided by Management Leadership for Tomorrow (“MLT”). These Terms of Use (“Terms of Use”) set out the legally binding terms of your participation in the Certification process and use of the Certification and are incorporated in their entirety into your Certification Agreement. Capitalized terms used herein and not otherwise defined shall have the same meaning as in the Certification Agreement. These Terms of Use may be modified by MLT at any time and without prior notice, such modifications to be effective immediately upon updating. Should a modification made by MLT constitute a material change to these Terms of Use or to the Certification, MLT shall notify you of any such material change and you shall be entitled to terminate your Certification Agreement, including these Terms of Use early, without penalty or refund, within ninety (90) days’ written notice following the communication of such material change by MLT. Your continued participation in the Certification process and use of the Certification after any modifications are communicated constitutes your consent to such modifications.

You may not use MLT Black Equity at Work Plan Approved status or the Certification for any purpose that is unlawful or prohibited by these Terms of Use and/or any applicable additional terms. Your Plan Approved status or the Certification may be terminated immediately upon notice at MLT’s sole discretion if you fail to comply with any provisions herein.

Eligibility. You represent and warrant that you have the right, authority, and capacity to agree to these Terms of Use, that you comply with all applicable law, and to abide by all its terms and conditions.

Term. These Terms of Use will remain in full force and effect while you participate in the Certification process or have a Certification Agreement in effect. In the event of deactivation or termination of Employer’s Certified or Plan Approved status or of the Certification Agreement, Employer may not in any way reference the MLT Certification internally or externally, though other applicable terms of these Terms of Use will remain in effect, including, without limitation, obligations relating the confidentiality of your data.

License to use MLT Certification Status. During the term of the Certification Agreement, MLT grants to Employer a limited, non sublicensable, non transferable license to publicize its MLT Plan Approved or Certification status, internally and externally, using the mark provided by MLT within guidelines shared with the mark.

MLT’s Property. MLT either owns or is licensed to use all proprietary rights in the Certification, including all copyrights, trademarks, and patent rights associated with the Certification (“MLT Proprietary Information”). Except for information for which you have been given express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, share or sell any such MLT Proprietary Information. For the avoidance of doubt, you retain all rights to the data that you provide to MLT in connection with the Certification.

Policy Regarding Misuse. You agree that you will not use Plan Approved status or the Certification in any manner which is contrary to these Terms of Use, Certification Agreement, or other MLT provided guidelines. We reserve the right to investigate and take appropriate legal action in its sole discretion against anyone who provides inaccurate or misleading information in order to secure Plan Approved status or the Certification, which may include the termination of Plan Approved status or the Certification.

Confidentiality; Non Disparagement. MLT will maintain confidentiality in accordance with the Certification Agreement. Neither party to this Agreement shall make any untruthful and/or disparaging statements about the other party to any customers, competitors, suppliers, employees or former employees of the other party, including without limitation, to the press or other media.

Disclaimer of Warranties. EXCEPT AS MAY BE OTHERWISE PROVIDED IN THESE TERMS OF USE OR THE CERTIFICATION AGREEMENT, THE CERTIFICATION PROCESS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED ON AN “AS IS” BASIS BY MLT AND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EMPLOYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY MATERIAL BREACH OF PERFORMANCE UNDER THESE TERMS OF USE OR THE CERTIFICATION AGREEMENT SHALL BE TERMINATION OF THE CERTIFICATION AGREEMENT.

Limitations on Liability. IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES, AFFILIATES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS WHO MAY BE INVOLVED IN MAKING AVAILABLE THE CERTIFICATION, ITS ASSOCIATED SERVICES OR ITS CONTENTS BE LIABLE TO ANY PERSON OR ENTITY FOR AN AMOUNT IN EXCESS OF THE FEES PAID BY EMPLOYER TO MLT DURING THE THEN CURRENT YEAR OF THE CERTIFICATION AGREEMENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF GOODWILL, PROFITS, BUSINESS INTERRUPTION, DATA OR OTHER INTANGIBLE LOSSES OR DAMAGES OTHERWISE ARISING OUT OF PARTICIPATION IN THE CERTIFICATION PROCESS OR USE OF THE CERTIFICATION. THE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MLT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

Indemnification. You agree to indemnify and hold harmless MLT and its officers, directors, employees, subsidiaries, agents, affiliates and other partners from and against any and all claims, actions, demands, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees, resulting from your breach of any provision of these Terms of Use.

General Information. These Terms of Use shall be governed by, construed and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles.

Modification of These Terms of Use. MLT may from time to time modify the Terms of Use governing the Certification process and the Certification. It is important that you regularly review these Terms of Use to stay informed regarding any changes governing your participation in the Certification process or use of the Certification. Your continued participation in the Certification process or use of the Certification constitutes your agreement to all such terms and conditions.

Contact. If you have any questions concerning these Terms of Use, you may send them by email to blackequity@mlt.org or via postal mail to:

MLT Black Equity at Work
7201 Wisconsin Ave #400
Bethesda, MD 20814