- 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 personally identifiable information (“PII”) 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 PII, and you shall update all PII so provided if and as it changes. You shall be responsible for any activity conducted through the Website which is identified with such information.
- 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 AND SERVICE PROVIDERS (COLLECTIVELY, THE “HXA PARTIES“) IS, OR IS ACTING IN THE CAPACITY OF AN EXPERT OR LICENSED PROFESSIONAL. ALL OF THE ARTICLES 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 COMMUNICATING SUCH ARTICLE BELONGS SOLELY TO SUCH AUTHORS AND DOES NOT NECESSARILY REFLECT THE OPINIONS, PERSPECTIVES OR ANALYSIS OF HXA OR ANY OF THE OTHER HXA PARTIES. EACH OF OUR AUTHOR’S OPINIONS, PERSPECTIVES AND ANALYSIS ARE BASED UPON THE INFORMATION THAT SUCH AUTHOR HAS AT THEIR TIME OF WRITING AND THE INFORMATION CONTAINED THEREIN IS SUBJECT TO CHANGE WITHOUT NOTICE, ESPECIALLY IF NEW INFORMATION BECOMES AVAILABLE. FURTHER, NONE OF THE HXA PARTIES ENDORSES OR GUARANTEES THE QUALIFICATIONS, CREDENTIALS OR APPROPRIATENESS OF ANY SUCH AUTHOR OR ANY OTHER CONTRIBUTOR OF THE CONTENT OR ANY 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 OFFER BY ANY OF THE HXA PARTIES OF ANY PARTICULAR PERSON OR INSTITUTION.
3. Donations. You may also make donations to us through the Website.
4. License; Usage Restrictions.
4.1 Grant of Rights in Content. You may use all Content for your personal use only or otherwise as expressly described on the Website, but not for any commercial use, and you agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of our Content. You also agree that any reproductions made by you or any person on your behalf pursuant to the above limited purpose shall contain proper attribution to HxA and all applicable copyright notices.
4.2 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 any portion of the Website 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.
4.3 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.
4.4 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.
- 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 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) 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 4.1 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 Your Name, Image and Likeness. When you register with us, you consent to having certain of your PII listed 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.
5.3 Trademarks. “Heterodox Academy” and “HxA” are registered trademarks of HxA, and HxA has asserted common law rights over other trademarks. All other Trademarks referenced through the Website are the property of their respective owners. HxA is not affiliated with, or sponsored or endorsed by any third party trademark owner whose Trademark appears on the Website and whose owner is not indicated to be HxA. 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.
5.4 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.
- Links; Third Party Resources. The Website may provide links to third party resources which may be of possible interest to you. Because we do not endorse or otherwise have control over such resources, we are not responsible or liable, directly or indirectly, for (a) the availability of such resources, (b) any content, data, text, software, music, sound, photographs, video, messages, tags, links, advertising, services, products, or other materials on or available from such resources, (c) your participation, correspondence or business dealings with any third party found on or through the Website regarding payment and delivery of specific goods and services, 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 resources linked to from the Website is 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.
- Representations, Warranties and Covenants. 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.
- 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 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. 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.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY OF THE 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 ANY OF THE HXA PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE 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.
- Indemnification. You shall indemnify, defend and hold harmless each of the 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 all 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.
- 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.
- Notices. All notices hereunder shall be given by certified mail, postage prepaid and return receipt requested, to: Heterodox Academy, Attn: Legal Department, and by email to e-mail at firstname.lastname@example.org and to a Subscriber at the address and email listed provided to us by such Subscriber upon registration. Notice shall be deemed given three (3) days after the date of such mailing and upon receipt of such email.
- 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 determined reasonably agreed upon by the parties 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 applicable industry expertise, 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 ANY OF THE 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.
- Assignment. 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.
- 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.
- Validity. 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.
- Contact Us. If you have any questions or concerns regarding the Website, please contact us by e-mail at email@example.com or write to us at HxA, Inc., 26 Broadway, 8th Floor, New York, NY 10004.