1. YOUR LICENSE TO USE OUR PRODUCTS AND H&L CONTENT.
Subject to the terms and conditions of this Agreement and any agreement entered into by your institution relating to the Products, Hats & Ladders grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Products and H&L Content (but only those Products and H&L Content which you have been given express permission to access and use). You shall not (a) copy the Products or any part, feature, function or user interface thereof (b) use the Products to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights (c) attempt to gain unauthorized access to the Products or its related systems or networks; and (d) reverse engineer the Products (to the extent such restriction is permitted by law).
You agree, further, not to use or attempt to use any engine, code, software, tool, agent or other device or other mechanism (including without limitation browsers, scripts, spiders, robots, avatars, or intelligent agents) to navigate or search the Products or Content.
3. HATS & LADDERS’ RIGHTS.
All right, title, and interest in and to the Products and H&L Content, and all underlying ideas, concepts, data, written content, procedures, processes, algorithms, principles, know-how, methods of operation, images, source code, and specifications related thereto, together with any related updates, enhancements, modifications, improvements or derivative works, in each case including all copyrights, trade names, trademarks and other intellectual property rights therein (collectively, the “Hats & Ladders IP”), is, and shall remain the sole and exclusive property of Hats & Ladders. Certain Hats & Ladders IP is protected by United States copyright laws (and other laws relating to intellectual property). The Products and H&L Content are licensed, not sold, to you hereunder and, except for the express limited license rights granted to you in accordance with the terms of this Agreement, no right, title or interest in or to the Hats & Ladders IP is granted or otherwise transferred by Hats & Ladders in connection with this Agreement. Hats & Ladders shall have, and you hereby grant to Hats & Ladders, a royalty-free, perpetual, worldwide, non-exclusive, irrevocable right to use or incorporate into the Products and/or any specifications, without restriction or obligation, any suggestions, enhancements, recommendations or other feedback provided by you with respect to the Products.
Hats & Ladders may suspend or terminate your account or cease providing you with access to our Products and H&L Content, without notice, for any conduct that Hats & Ladders, in its sole discretion, believes is in violation of any applicable law or the terms of this Agreement. The sections titled “Privacy,” “Your Content,” “Hats & Ladders’ Rights,” “Termination,” “Indemnification”, “Limitation of Liability, “Disclaimer of Warranties,” “Indemnification,” and “Miscellaneous” shall survive any termination of this Agreement.
You agree to indemnify, defend and hold harmless Hats & Ladders and Hats & Ladders’ officers, directors, employees, agents, and representatives, from and against any and all claims, damages, expenses, judgments, fines, and amounts paid in settlement in connection with any proceeding arising from your breach of this Agreement or your use of the Products (except for any gross negligence on the part of Hats & Ladders).
6. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PRODUCTS IS AT YOUR SOLE RISK, AND OUR PRODUCTS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUALITY, PRODUCTIVENESS OR CAPACITY, OR THAT THE OPERATION OF THE SOFTWARE INCLUDED WITHIN THE PRODUCTS WILL BE ERROR FREE. ALL OTHER WARRANTIES RELATING TO THE PRODUCTS OR THIS AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY HATS & LADDERS. HATS & LADDERS MAKES NO WARRANTY OR REPRESENTATION THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR (C) ANY ERRORS IN THE PRODUCTS WILL BE CORRECTED.
In connection with using our Products, we may provide links to third party websites and apps as a convenience to you, including the websites of third party providers that offer activities in connection with our Products or that create Content that may be accessed through our Products (“Providers”). You may purchase other products and/or services from and/or participate in promotions of, Providers or other third parties. WE ARE NOT AFFILIATED WITH ANY PROVIDERS AND WE ARE NOT ACTING AS THEIR AGENT OR REPRESENTATIVE. WE MAKE NO REPRESENTATIONS AS TO ANY THIRD PARTIES, THEIR WEBSITES, THEIR APPS, PRODUCTS, SERVICES, AND/OR PROMOTIONS, AND IN NO EVENT WILL HATS & LADDERS HAVE ANY LIABILITY WHATSOEVER IN CONNECTION THEREWITH.
If you chose to register for and/or participate in an activity that you accessed through Hats & Ladders, you are dealing directly with the Provider responsible for the activity, not with Hats & Ladders. Everything related to the Provider and the activity is solely between you and that Provider. Hats & Ladders is not a party to such interactions, even if Hats & Ladders has received compensation related to such interactions.
IN ADDITION, WE DISCLAIM ALL RESPONSIBILITY FOR ANY INFORMATION OR OTHER CONTENT CREATED OR PROVIDED BY ANY THIRD PARTY, INCLUDING ACTIVITY PROVIDERS AND OTHER HATS & LADDERS USERS. WE DO NOT GUARANTEE THAT SUCH CONTENT IS AVAILABLE, ACCURATE, OR SAFE. WE DO NOT VERIFY SUCH CONTENT AND IT MAY CONTAIN INACCURACIES OR FALSE INFORMATION. WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH CONTENT, INCLUDING ANY FEEDBACK, COMMENTARY, RATINGS, PHOTOGRAPHS, OR ANY OTHER INFORMATION OF ANY KIND CREATED OR TRANSMITTED BY ANY THIRD PARTY. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM YOU MIGHT HAVE (ON YOUR BEHALF OR ON BEHALF OF ANY OTHER PERSON) AGAINST HATS & LADDERS WITH RESPECT TO ALL THIRD PARTIES, THEIR CONTENT, ACTIVITIES, WEBSITES, AND APPS.
If you have concerns or questions about content that you accessed through Hats & Ladders, please email us at email@example.com.
IN NO EVENT WILL HATS & LADDERS, ITS DEVELOPERS, OR ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE PRODUCTS OR THE PROVISION OF SERVICES, EVEN IF HATS & LADDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HATS & LADDERS’, ITS DEVELOPERS’ OR SUPPLIERS’ ENTIRE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT EXCEED THE GREATER OF TWENTY FIVE DOLLARS ($25) OR THE AMOUNT YOU ACTUALLY PAID HATS & LADDERS IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
Force Majeure. Hats & Ladders shall not be liable for any delay or failure to perform any obligation hereunder due to causes beyond its control, including without limitation, war, riot, insurrection, civil commotion, terrorist activity, fire, industrial disputes of whatever nature, acts of nature, computer crimes, epidemics, acts or omissions of third party vendors or suppliers, equipment failures, public enemies of government, failure of telecommunications, system malfunctions, fire, or other casualty.
Waiver and Severability. Waiver by Hats & Ladders of any default or breach by you of any provision contained in this Agreement does not constitute a waiver of any subsequent default or breach of the same or any other provision of this Agreement. If any part of this Agreement shall be held invalid, illegal, in conflict with any law, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement will nevertheless remain in full force and effect.
No Third Party Beneficiaries. Neither you nor Hats & Ladders intends to confer any right or remedy on any third party.
Assignment. You may not assign this Agreement to any third party without the prior written consent of the Hats & Ladders. Any such purported assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, and permitted assigns, if any. Hats & Ladders may assign its rights and obligations under this Agreement to a third party without your consent.
Controlling Law and Venue. This Agreement shall be construed and controlled by the laws of the State of New York, U.S.A., without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not apply to this Agreement. Courts located in New York, New York shall be the exclusive forum for any litigation arising out of this Agreement. You waive any objections to venue, personal jurisdiction, or forum non conveniens.