Last Updated: September 8, 2020
1. THIS AGREEMENT
1.1 Acceptance via the Website. Please read this Agreement carefully before otherwise accessing the Website. In order to use the Website, you must first agree to be bound by the provisions of this Agreement. For Users who are anonymous browsers or who have not yet registered with us, by accessing the Website you indicate that you have read, understood and agree to be bound by the provisions set forth in this Agreement. And for Subscribers who register with us, you indicate your agreement to the provisions of this Agreement by means of such registration. Subscribers may join our efforts as a “Friend” or “Member” and patriciate in our activities and events. If you do not agree to be bound by this Agreement, you are not authorized to use the Website. Furthermore, you are not authorized to use the Website if you are barred from using the Website either (a) under the laws of the jurisdiction in which you reside or from which you are attempting to access the Website, or (b) due to prior violations of this Agreement.
1.2 Minors. If you are a minor in your state of residence, then you are not authorized to use the Website and thus you agree to use the Website if and only if (a) you have secured the authorization of your parent or legal guardian to use the Website and your parent or legal guardian has agreed to this Agreement on your behalf, (b) your parent or legal guardian has not revoked such agreement, and (c) you have agreed to the provisions of this Agreement and you have not revoked such agreement.
1.3 Modification. We reserve the right to modify this Agreement at any time. You shall periodically review this Agreement to be aware of such modifications. You further agree that your continued use of the Website after any such modifications have been made shall be deemed to be your conclusive acceptance of any modified version of this Agreement. We will indicate that changes to this Agreement have been made by updating the date indicated after “Last Updated” at the beginning of this Agreement. We will be happy to provide you with prior versions of this Agreement upon your written request to us. If you do not agree to abide by the initial version and each modified version of this Agreement, then you are not authorized to use the Website. A current version of this Agreement is accessible via the footer of the Website’s homepage.
1.4 Your Personal Information. If you wish to become a Subscriber, you will be asked by HxA or a third party working on our behalf to supply certain of your personal information (“PI”) including (if you choose to make a donation to us) your payment information. You shall provide us or such third party (as applicable) with accurate, complete and current PI, and you shall update all PI so provided if and as it changes. You shall be responsible for any activity conducted through the Website which is identified with such information.
2. SPECIFIC DISCLAIMERS
2.1 NO WARRANTIES OF CONTENT. THE TEXT, MESSAGES, COMMENTS, FILES, ICONS, IMAGES, TAGS, NOTES, LINKS, PHOTOGRAPHS, AUDIO, VIDEO AND OTHER INFORMATION APPEARING ON THE WEBSITE OR OTHERWISE PROVIDED TO YOU BY US (COLLECTIVELY, “CONTENT“) IS INTENDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. NEITHER HXA NOR ANY OF OUR AFFILIATED ENTITIES NOR ANY OF THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, SHAREHOLDERS, LICENSORS, AGENTS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES OR SERVICE PROVIDERS (COLLECTIVELY, THE “HXA PARTIES“) IS, OR IS ACTING IN THE CAPACITY OF, AN EXPERT OR LICENSED PROFESSIONAL. ALL OF THE ARTICLES AND OTHER CONTENT INCLUDED ON OR ACCESSIBLE THROUGH THE WEBSITE ARE INTENDED TO COMMUNICATE THE OPINIONS, PERSPECTIVE AND ANALYSIS OF THEIR AUTHORS ONLY, AND ALL OPINIONS, PERSPECTIVES AND ANALYSIS EXPRESSED BELONG SOLELY TO SUCH AUTHORS AND DO NOT NECESSARILY REFLECT THE OPINIONS, PERSPECTIVES OR ANALYSIS OF HXA OR ANY OF THE OTHER HXA PARTIES. FURTHER, NONE OF THE HXA PARTIES ENDORSES OR GUARANTEES THE QUALIFICATIONS, CREDENTIALS OR APPROPRIATENESS OF ANY SUCH AUTHOR OR ANY OF THE CONTENT.
2.2 NO ENDORSEMENT. HXA IS NOT SPONSORED OR ENDORSED BY ANY THIRD PARTY OTHER THAN FOR ITS DONORS, AND THE OWNERS OF ANY THIRD PARTY CONTENT ARE NOT NECESSARILY SPONSORS OR ENDORSERS OF HXA. NO CONTENT CONSTITUTES, OR SHOULD BE UNDERSTOOD AS CONSTITUTING, A SOLICITATION, RECOMMENDATION, PROMOTION, ENDORSEMENT OR AN OFFER BY ANY OF THE HXA PARTIES OF ANY PARTICULAR PERSON OR INSTITUTION.
We very much appreciate your support of HxA’s mission! HxA is able to continue its critical work due to the generosity of supporters like you. You may make donations to us through the Website. Donations made through the Website are final and cannot be returned. We will provide a tax receipt using the information submitted to us by you and the time the donation was made. Please keep in mind that you may be contacted by us and/or our auditors for compliance purposes and/or from our third party payment processor for purposes related to your donation. In such an event, the information you share with third parties is subject to their terms and conditions.
4. YOUR CONTENT, USAGE RESTRICTIONS.
4.1 Website Purpose. The Website is intended to act as a platform to promote open dialogue and respectful discussion. We offer various means of communicating with us and to other of our members, by means of our blog, podcasts, and discussion groups across a variety of areas known as the “HxA Communities”.
4.2 Your Content. You represent and warrant to HxA that you shall adhere to following terms and conditions for using the Website: (a) HxA has no obligation to use or respond to any Content posted by you or otherwise submitted to us (“Your Content”), (b) the provision of Your Content to us in no way imposes any obligation on HxA, whether of confidentiality, attribution, compensation or otherwise, and HxA shall not be liable for any disclosure or other use of any of Your Content, (c) all Your Content shall be accurate and shall not violate the copyright, trademark, patent, trade secret, right of publicity, right to privacy, or any other intellectual property or other legal right of any third party, (d) you shall pay for all royalties, fees and any other monies owing any person by reason of any of Your Content that you post to the Website or otherwise submit to us, (e) Your Content may be subject to size and usage limitations, and you are responsible for adhering to any such limitations, and (f) all of Your Content shall comply with the provisions of Section 4.4 hereof specifically and all other applicable sections of this Agreement.
4.3 Quality and Review of Your Content. We do not and shall not have any obligation to review Your Content, and therefore we do not guarantee the accuracy, integrity or quality of any of Your Content or the Content of any other person, and thus we cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not appear on the Website. Notwithstanding the foregoing or anything to the contrary in this Agreement, HxA (a) has the absolute right (but not the obligation) to pre-screen, monitor, review, flag, filter and remove any and all of Your Content in our sole discretion, and we reserve the right to alter, edit, refuse to post or remove any of Your Content, in whole or in part, for any reason or for no reason as determined by us in our sole discretion, and (b) has the right to disclose Your Content and the circumstances surrounding its transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request or to protect ourselves, other Website users or service providers or any other person, as determined by us in our sole discretion.
4.4 Usage Restrictions. You shall not use the Website in any manner which:
(a) enables you (or enables any other person) to (i) copy, modify, create a derivative work of, the Website, or (ii) copy, modify, create a derivative work of, reverse engineer, translate, adapt or decompile (or attempt to translate, adapt or decompile) or otherwise attempt to extract any software underlying the Website (or any portion thereof) or the source code of the software underlying the Website (or any portion thereof);
(b) interferes with operations or services provided by the Website or otherwise disrupts the Website in any way;
(c) interrupts, destroys or limit the functionality of, any computer software or hardware or telecommunications equipment (including without limitation by means of software viruses, Trojan horses or any other computer code, files or programs);
(d) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person’s copyrighted work), or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
(e) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable, as determined by us in our sole discretion;
(f) creates a false identity or otherwise attempts to mislead any person as to the identity or origin of any communication;
(g) exports, re-exports, or permits downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions;
(h) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;
(i) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, or otherwise transmits, posts or sends unsolicited commercial messages, removes or modifies any postings, unauthorized commercial advertisements, affiliate links, and other forms of solicitation;
(j) links to materials or other content, directly or indirectly, to which you do not have a right to link or which we determine in our sole discretion is not appropriate to be linked to from the Website; or
(k) violates, or encourages others to violate this Agreement (or engages in any other activity deemed by us to be in conflict with this Agreement), or violates or encourages others to violate any applicable local, state, national, or international law.
4.5 Reporting Violations. You shall immediately notify us in writing of any Content that you view through the Website which you deem to be offensive, inappropriate or otherwise a violation of this Agreement.
4.6 Disabling or Revocation of Use. We have the right to cancel or suspend your use of the Website, for any reason, as determined in our sole discretion, including without limitation if we believe you have violated this Agreement.
5. INTELLECTUAL PROPERTY.
5.1 Proprietary Rights. The Website, including without limitation all Content provided by HxA or any of our third party licensors, contributors or collaborators, is protected by copyright, trademark and other laws of the United States and/or other jurisdictions. Other than for Your Content and third party Trademarks (as hereinafter defined) appearing on the Website, you acknowledge and agree that as between you and us, all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to Website (including without limitation all other Content appearing therein other than Your Content) is owned by us, and that you have no rights in and to the Website other than as expressly set forth in this Agreement. Except as described in Section 4.2 above, no Content or any software underlying the Website may be sold, copied, reproduced, republished, uploaded, displayed, posted, transmitted, distributed, modified, publicly performed, used in any derivative works based thereon or otherwise used for any public or commercial purpose without our prior written consent.
5.2 Grant of Rights in Content. You may use all Content in accordance with the Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 International (CC BY-NC-ND 4.0) license (the “License”), subject to the provisions of this Agreement, and you agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of the Content (other than for Your Content, but only in a manner which does not frustrate our continued use of Your Content). The three main tenants of the License are: (a) Attribution — you must give appropriate credit to HxA, provide a link to the License, and indicate if changes were made (note: you may do so in any reasonable manner, but not in any way that suggests that HxA endorses you or your use, (b) Non-Commercial — you may not use any Content for any commercial purpose (i.e., a purpose intended for commercial advantage or monetary compensation), and (c) No Derivatives — if you remix, transform, or build upon any Content, you may not distribute such modified Content. Further, the License is provided without any warranties whatsoever as to any Content. Please also note that the License may not give you all of the permissions necessary for your intended use (for example, rights such as publicity, privacy, or moral rights may limit how you are able to use certain Content). The License in its entirely can be found at https://creativecommons.org/licenses/by-nc-nd/4.0/
5.3 Grant of License to Your Content. By posting Your Content to the Website, you automatically grant to HxA, and represent and warrant that you have the right to grant to HxA, a non-exclusive, perpetual, irrevocable, sub-licensable (through multiple tiers), assignable, fully-paid, royalty-free, and worldwide license to use, copy, modify, adapt, publish, make, sell, publicly display, create derivative works of or incorporate into other works all of such Your Content (in whole or in part), communicate to the public, distribute (through multiple tiers), perform or display all of such Your Content (in whole or in part), in any form, media, or technology now known or later developed, and to grant and authorize sublicenses of the foregoing through multiple tiers of sub-licensees, including the right to exercise the copyright, publicity, and any other rights over any of the materials contained in all of such Your Content for any purpose, including without limitation (a) for purposes of advertising and publicity on the Website and elsewhere, and (b) otherwise to generate revenue or other remuneration. We shall not be limited in any way in the use, commercial or otherwise, of any of such Your Content, and you hereby waive any moral rights (or “droit moral”) in, or approval rights to, such Your Content. For clarity and without limiting the foregoing, we reserve the express right to incorporate any of Your Content into any further work, in any medium now or hereafter known, without prior consent or review, and without attribution or payment of any royalty or fee whatsoever.
5.4 Copyright Agent. The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest, (b) a description of the copyrighted work that you claim has been infringed, (c) a description of where the material that you claim is infringing is located on the Website, (d) your address, telephone number, and e-mail address, (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law, and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright agent for notice of claims of copyright infringement can be reached as follows:
Name: HxA Copyright Agent
Address: 82 Nassau Street #646, New York, NY 10038
Telephone: 646 – 992 – 3730
We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should note that there can be penalties for false claims under the DMCA. We will, in appropriate circumstances and to the extent plausible, terminate the right of Website users who infringe the rights of copyright holders to interact with certain portions of the Website.
5.5 Your Name, Image and Likeness. When you submit Your Content to us, you consent to having certain of your PI listed in association with such Your Content as well as in our directory which is publicly viewable by others. We also may be photographing, videotaping and otherwise recording the events we host or sponsor (or co-host or co-sponsor) and using the resulting footage for promotional purposes. You acknowledge and agree that you hereby grants us the exclusive, perpetual, worldwide, irrevocable, royalty free right and permission to use, distribute, publish, exhibit, digitize, broadcast, display, reproduce, and otherwise use such your name, image, likeness, voice and biography in any manner or media whatsoever (whether now known or hereafter known) including without limitation for the purposes of promoting and publicizing our events, HxA and/or our other services.
5.6 Trademarks. “Heterodox Academy” and “HxA” are registered trademarks of HxA, and HxA has asserted common law rights in other trademarks appearing on the Website. All other Trademarks referenced through the Website are the property of their respective owners. As used herein, the term “Trademarks” means, collectively, all service names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, and trade dress which indicate a source of goods or services. Trademarks are protected by the trademark laws of the United States and/or other jurisdictions. You may not use, copy, reproduce, republish, distribute or modify any Trademarks in any way, including without limitation in the distribution of any Content, for advertising or publicity or otherwise, without our prior written consent or the prior written consent of such third party Trademark holder, as applicable. Unless you have been expressly authorized to do so in writing by HxA or any other applicable Trademark holder, you shall not use any Trademark of any individual or entity in a way that is likely or intended to cause confusion with such Trademark holder. The owners of any third party product, service, information, content, Trademark or copyright appearing on the Website are not sponsors of HxA and have not endorsed HxA, and HxA does not endorse any such third parties.
5.7 Removal of Notices. You shall not remove, obscure, or alter any proprietary rights or notices (including without limitation copyright and Trademark notices) which may be affixed to or contained within any Content. You shall abide by all such notices.
6. LINKS; THIRD-PARTY RESOURCES.
The Website may also provide third party resources (such as articles, surveys, summaries, podcasts, blog posts) as well as links to third party resources which may be of possible interest to you (“Third Party Resources”). Because we do not endorse or otherwise have control over any Third Party Resources, we are not responsible or liable, directly or indirectly, for (a) the availability of such Third Party Resources, (b) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from any such Third Party Resources, (c) your participation, correspondence or dealings with any third party found on or through the Website, and any other terms, conditions, representations or warranties associated with such dealings, which are solely between you and any such third party, or (d) any damage or loss caused or alleged to be caused by or in connection with your interaction with any such third party or any other third party whom you form a connection with through or because of the Website. Your use of any Third Party Resources linked to from the Website are subject to the policies and procedures of the owner of such resource, and your use of all such resources is subject to such policies and procedures and not to the provisions of this Agreement.
7. REPRESENTATIONS, WARRANTIES AND CONVENANTS.
You represent and warrant that (a) you have all rights, power and the full legal authority to enter into this Agreement (and if you are entering into this Agreement on behalf of any entity that you are fully authorized by such entity to so enter into this Agreement on its behalf), (b) you have carefully read this Agreement and shall comply with all of your obligations under this Agreement and any other terms or conditions posted on the Website, and (c) this Agreement is enforceable against you in accordance with its terms and conditions.
8. DISCLAIMER OF WARRANTIES.
YOUR USE OF THE WEBSITE IS STRICTLY “AS IS”, “AS AVAILABLE”, AND AT YOUR SOLE RISK. NONE OF THE HXA PARTIES HAS OR SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED OR WHICH HAS HAPPENED, DIRECTLY OR INDIRECTLY, THROUGH YOUR USE OF THE WEBSITE (INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT) OR OTHERWISE. HXA FURTHER DOES NOT MAKE ANY GUARANTY OF THE ACCURACY, CORRECTNESS, USEFULNESS, TIMELINESS OR COMPLETENESS OF, AND IS NOT LIABLE FOR LOSSES OR DAMAGES ALLEGED TO ARISE FROM OR ARISING FROM OR RELATED TO, ANY USE OF THE WEBSITE. SPECIFICALLY, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE HXA PARTIES DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE REGARDING THE WEBSITE INCLUDING WITHOUT LIMITATION ANY CONTENT CONTAINED ON THE WEBSITE (WHETHER YOUR CONTENT, THIRD PARTY CONTENT OR CONTEST PROVIDED BY US). HXA DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHER, UNDER NO CIRCUMSTANCES SHALL HXA BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE ALLEGED TO ARISE OR ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, OR YOUR INTERACTION WITH ANY THIRD PARTY LINKED TO FROM THE WEBSITE, OR OTHERWISE.
9. LIMITATION OF LIABILITY.
IN NO EVENT SHALL HXA OR ANY OF THE OTHER HXA PARTIES BE LIABLE FOR LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, YOUR USE OF THE WEBSITE (INCLUDING WITHOUT LIMITATION YOUR LOSS OF ANY DATA, INCOME, OR PROFIT, OR LOSS OR DAMAGE TO PROPERTY ARISING OUT OF OR RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE), WHETHER OR NOT HXA OR ANY OF THE OTHER HXA PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF THE HXA AND THE OTHER HXA PARTIES TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTION 8 OR THIS SECTION 9 MAY NOT APPLY TO YOU, BUT IN SUCH A CASE ALL LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall indemnify, defend and hold harmless HxA each of the other HxA Parties from any and all claims, demands, actions, lawsuits (each, a “Claim” and collectively, “Claims“) and all resulting costs, liabilities, losses, expenses, and damages, actual and consequential, direct and indirect, of every kind and nature, including without limitation reasonable attorneys’ fees and disbursements (collectively, “Losses“) made by any third party arising out of or related to (a) the breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (b) your negligence or misconduct, or (c) your violation of any law or regulation. You shall provide HxA and all other applicable HxA Parties with prompt written notice of any Claim or potential Claim of which you become aware. Upon the assertion or commencement of any Claim against one or more of the HxA Parties by any third party that may give rise to liability of any such HxA Party hereunder, you shall assume the control of the defense of such Claim at your sole expense with counsel reasonably acceptable to each such applicable HxA Party; provided, however, that each such HxA Party may take part in and/or fully assume such defense, in its sole discretion and at its own expense after you assume the control thereof. You shall not enter into any settlement of any Claim which any of the HxA Parties believes is adverse to its interests, without receiving the prior written consent of each of the HxA Parties affected by such Claim. In no event shall any of the HxA Parties be obligated to agree to or participate in any settlement which any such party reasonably believes would have an adverse effect on such party’s business interests.
12. NO AGENCY.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created between you and HxA by this Agreement or as a result of your use of the Website.
All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Heterodox Academy, Attn: Legal Department, 82 Nassau Street #646, New York, NY 10038 and by electronic mail at email@example.com and to a Subscriber at the address or electronic mail address provided to us by such Subscriber upon registration. Notice shall be deemed given three (3) days after the date of such mailing and upon the sending of such electronic mail if no automatic error message is received.
14. GOVERNING LAW; ARBITRATION; NO CLASS CLAIMS; TIMELY FILING OF CLAIMS.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding New York’s choice-of-law principles. Any dispute arising out of or relating to this Agreement (including without limitation regarding any breach hereunder) or otherwise your use of the Website shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “CAB”) but if the AAA does not agree to adjudicate such dispute under the CAB then by a private professional arbitrator and associated rules reasonably agreed upon by you and HxA in writing. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in New York, NY by an arbitrator with expertise in non-profit organizations and campus speech issues, who shall be named in accordance with such rules. The award of the arbitrator shall be final and binding on you and us, without a right of appeal, and shall be accompanied by a statement of the reasons upon which the award is based, and such statement as well as all information concerning such arbitration proceedings including without limitation all evidence and materials submitted by you and/or us shall be deemed to be confidential information and shall not be made public by either you or us. If the party who initiates the arbitration action is unsuccessful to all claims raised, then such party shall pay the other party’s costs and expenses associated with such arbitration, including but not limited to reasonable attorneys’ fees. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. Notwithstanding the foregoing, you and we may each apply to any court of competent jurisdiction for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision, and you and us hereby submits to the exclusive jurisdiction of such courts for such purposes. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM THAT YOU MAY HAVE AGAINST HXA OR ANY OF THE OTHER HXA PARTIES WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR OTHERWISE RELATED YOUR USE OF THE WEBSITE, MUST BE FILED BY YOU PURSUANT TO THIS SECTION 14 WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.
You shall not resell or assign your rights, duties or obligations under this Agreement and that any attempted assignment or delegation will be void ad initio and of no force or effect whatsoever. This Agreement may be automatically assigned by HxA, in our sole discretion, to a third party, and such an assignment will inure to the benefit of our successors, assigns and/or licensees.
16. NO WAIVER.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If HxA does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which HxA has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of HxA’s rights, and all such rights or remedies shall still be available to HxA.
If any provision of this Agreement is held to be invalid by a court or arbitrator having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. This Agreement and any ancillary terms and conditions referenced herein sets forth the entire understanding and agreement between you and us with respect to the subject matter hereof. The provisions of this Agreement shall survive termination or expiration to the extent necessary to carry out the obligations of you and HxA hereunder.
18. CONTACT US.
If you have any questions or concerns regarding the Website, please contact us by electronic mail at firstname.lastname@example.org or write to us at HxA, 82 Nassau Street #646 New York, NY 10038.