Welcome, and thank you for your interest in Vanilr Ltd. (trading as “H4,” and otherwise referred to in these Terms of Service as “we,” or “us”) and our website at www.hfour.com, the H4 platform (“H4 Platform”) and related services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and H4 regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY
BY CLICKING “I ACCEPT,” CREATING AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING H4’S PRIVACY NOTICE, FOUND HERE (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND H4’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY H4 AND BY YOU TO BE BOUND BY THESE TERMS.
3. Arbitration Notice
Except for certain kinds of disputes described in Section 13(b), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and by accepting these Terms, YOU AND H4 ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (For further details on this please see Section 12 below.)
4. Using the Service
- Accounts and Registration. To access most features of the Service, you must register for a user account. When you register for a user account, you may be required to provide us with some information about yourself, such as your name, the name of your Organization, the email address associated with that Organization, your office location, and your group or department within your Organization. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You agree that you are solely responsible for maintaining the confidentiality of your user account and password and for all activities that occur under your user account. If you believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
- Your license to use the Services. Subject to your complete and ongoing compliance with these Terms, H4 grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
- Prohibitions. You may not:
- use this Service if you are under 18 years old;
- use this Service if you have previously been suspended or removed from the Service, even if you are able to create another user account;
- use this Service if your registering to use, or use of, the Service, would be in breach of any applicable laws or regulations;
- use this Service for any illegal purpose or in violation of the Securities Act of 1933 and any other similar or related laws, rules or regulations (collectively, “Securities Laws”) or any other local, state, national, or international laws;
- reproduce, create derivative works of, distribute or publicly display;
- download materials from, or otherwise use, the Services for the purpose of competing with or replacing the Services;
- make modifications to the Service;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
- interfere with or circumvent security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of, or access to, any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other user account without permission, or continuing to access the Service from a user account when your affiliation with the Organization to which that user account relates has ended;
- permit any other person to access the Services using your credentials or user account;
- disclose, intentionally or otherwise, the credentials you use to access the Services, including by sharing those credentials with other personnel of your Organization, or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5) or any right or ability to view, access, or use any Materials, to any other person; or
- attempt to do any of the acts described in this Section 4(c) or assist or permit any person in engaging in any of the acts described in this Section 4(c).
5. Our Intellectual Property
The Service is owned and operated by H4. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, software, services, and all other elements of the Service (“Materials”) provided by H4 are protected by intellectual property and other laws. All Materials included in the Service are the property of H4 or its licensors. You may not make use of the Materials except as provided for in these Terms or as otherwise expressly authorized by H4, provided that nothing in these Terms is intended to restrict your use of your own User Content separate to the Services. H4 reserves all rights to the Materials not granted expressly in these Terms.
6. Your Intellectual Property
- User Content Generally. Certain features of the Service may permit you to upload, submit, edit, send, receive, display, store or otherwise make available documents and other materials in connection with the Service (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you make available on the Service.
- Limited License Grant to H4. By providing User Content to or via the Service, you grant H4 a worldwide, non-exclusive, royalty-free, fully paid and irrevocable right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, on the H4 Platform in connection with the Service.
- Limited License Grant to Other Users. By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service. Such other users may be able to provide your User Content to further users and other third parties, and you acknowledge and agree that H4 shall not be responsible for such onwards provision of your User Content.
7. Your Content
- User Content Representations and Warranties. H4 disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
- you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize H4 and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by H4, the Service, and these Terms;
- your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (A) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (B) cause H4 to violate any law or regulation, including, without limitation, the Securities Laws or any other local, state, national or international laws; and
- your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
- Monitoring and Removing User Content. H4 does not control and does not have any obligation to monitor User Content, or the use of the Service by its users. You acknowledge and agree that H4 reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time H4 chooses to monitor the content, H4 still assumes no responsibility or liability for content or any loss or damage incurred as a result your or any third party’s use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our privacy notice. H4 may, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. For clarity, H4 does not permit copyright-infringing activities on the Service.
- Feedback. If you choose to provide input or suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant H4 an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, without any credit, fees or attribution due to you.
8. Third Party Content
You understand that when using the Service, you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, misleading or incomplete. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against H4 with respect to User Content.
9. Publishing Documents
Certain parts of the Service may enable users to generate a link (with a unique URL) which, when clicked on by a third party, allows such third party to view documents and associated metadata contained on the Service (“Published Documents”). You agree not to share this link or URL with any person that is not the intended recipient of Published Documents, or otherwise where that person (i) is not duly authorized to view the Published Documents, or (ii) may be in breach of Securities Laws or other applicable local, state, national or international laws if they had access to the Published Documents. You agree that H4 may provide access to the Published Documents to any third party with whom you share the link or URL. Third parties are not under H4’s control, and, to the fullest extent permitted by law, H4 is not responsible for any third party’s use of Published Documents. You are required to comply with all terms imposed by those third parties, and any dispute between you and any such third party does not involve us in any way.
10. Term and Termination of this Agreement
- Term. These Terms are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated as described in Section 10(b)
- Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminates. In addition, H4 may, at its sole discretion, terminate these Terms or your user account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your user account and these Terms at any time by contacting customer service at email@example.com.
- Effect of Termination. Upon termination of these Terms: (i) your license rights will terminate, and you must immediately cease all use of the Service; (ii) you will no longer be authorized to access your user account or the Service; and (iii) Sections 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15(a), (b), (c), (f), (h) and (k), and all defined terms used in any of the foregoing will survive.
- Modification of the Service. H4 reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. H4 will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
11. Your Liability to Us
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ARE RESPONSIBLE FOR YOUR USE OF THE SERVICE, AND YOU WILL DEFEND AND INDEMNIFY H4 AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES AND AGENTS (TOGETHER, THE “H4 ENTITIES”) FROM AND AGAINST EVERY CLAIM BROUGHT BY A THIRD PARTY, AND ANY RELATED LIABILITY, DAMAGE, LOSS, AND EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, ARISING OUT OF OR CONNECTED WITH: (A) YOUR UNAUTHORIZED USE OF, OR MISUSE OF, THE SERVICE; (B) YOUR VIOLATION OF ANY PORTION OF THESE TERMS, ANY REPRESENTATION, WARRANTY, OR AGREEMENT REFERENCED IN THESE TERMS, OR ANY APPLICABLE LAW OR REGULATION; (C) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY RIGHT OR PUBLICITY, CONFIDENTIALITY, OTHER PROPERTY, OR PRIVACY RIGHT; OR (D) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY THIRD PARTY. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU (WITHOUT LIMITING YOUR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THAT MATTER), AND IN THAT CASE, YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THOSE CLAIMS.
12. Our Liability to You
DISCLAIMERS; NO WARRANTIES: H4 IS NOT A LICENSED OR REGISTERED BROKER, BROKER-DEALER, MARKET MAKER, INVESTMENT BANK, INVESTMENT ADVISOR, ANALYST, MANUFACTURER, DISTRIBUTOR, AGENT BANK, INITIAL PURCHASER OR UNDERWRITER. H4 DOES NOT SELL OR OFFER TO SELL ANY SECURITIES OR OTHER INVESTMENT PRODUCTS AND NONE OF THE INFORMATION CONTAINED IN THE SERVICES OR OTHERWISE PROVIDED BY H4 CONSTITUTES A RECOMMENDATION, SOLICITATION OR OFFER BY H4 OR ANY OTHER PERSON TO BUY OR SELL ANY SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS REFERENCED THEREIN OR PROVIDE ANY INVESTMENT ADVICE OR SERVICE OF ANY KIND. ADDITIONALLY, THE AVAILABILITY OF INFORMATION REGARDING ANY SECURITIES DOES NOT CONSTITUTE AN OFFER TO BUY OR SELL SUCH SECURITIES.
NEITHER H4 NOR ANY OTHER PERSON SHALL BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS OR AVAILABILITY OF ANY INFORMATION TRANSMITTED OR MADE AVAILABLE VIA THE SERVICES (INCLUDING, BUT NOT LIMITED TO, THE ACCURACY OF ANY INFORMATION PROVIDED VIA THE SERVICES, THE ACCURACY OF THE TRANSCRIPTION OR TRANSMISSION OF ANY INFORMATION FROM THE ORIGINAL INFORMATION OR SOURCE DOCUMENT, OR WHETHER ANY SUCH INFORMATION IS UP-TO-DATE), AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY TRADING OR INVESTMENT DECISIONS BASED ON SUCH INFORMATION.
THE INFORMATION TRANSMITTED OR MADE AVAILABLE VIA THE SERVICES ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE MATERIALS CONTAINED HEREIN. H4 MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE AVAILABILITY OR LEGALITY OF THE USE OF THE SERVICES IN ANY JURISDICTION WHERE SUCH USE WOULD NOT BE PERMITTED.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. H4 DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. H4 DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND H4 DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR H4 ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE H4 ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE H4 ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY H4 ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 12 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE H4 ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Dispute Resolution and Arbitration
- Generally: In the interest of resolving disputes between you and H4 in the most expedient and cost effective manner, and except as described in Section 13(b), you and H4 agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and H4 are each waiving the right to a trial by jury or to participate in a class action.
- Exceptions: Despite the provisions of Section 13(a), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitrator: Any arbitration between you and H4 will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting H4. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice of Arbitration; Process: A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). H4’s address for Notice is: firstname.lastname@example.org. The Notice of Arbitration must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or H4 may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or H4 must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by H4 in settlement of the dispute prior to the award, H4 will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
- Fees: If you commence arbitration in accordance with these Terms, H4 will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse H4 for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions: You and H4 agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and H4 agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision: If H4 makes any future change to this arbitration provision, other than a change to H4’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to H4’s address for Notice of Arbitration, in which case your user account with H4 will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
- Enforceability: If Section 13(f) is found to be unenforceable or if the entirety of this Section 13 is found to be unenforceable, then the entirety of this Section 13 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15(b) will govern any action arising out of or related to these Terms.
14. Digital Millennium Copyright Act
- DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at email@example.com, or Legal Department, Vanilr Ltd, 60 Broad St., Suite 2508, New York, NY 10004.
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must comply include the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of the material that you claim is infringing and where it is located on the Service;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
- Repeat Infringers. H4 will promptly terminate the accounts of users that are determined by H4 to be repeat infringers. H4 considers a “repeat infringer” to be any user that has uploaded User Content to or through the Service and for whom H4 has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content. H4 has discretion, however, to terminate the account of any user after receipt of a single notification of claimed infringement or upon H4’s own determination.
- General Terms. These Terms, together with H4’s privacy notice and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and H4 regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
- Organization. Where you act on behalf of your Organization, you represent and warrant that you have the authority to bind that Organization and hereby bind your Organization to comply with these Terms.
- Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and H4 submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York, New York for resolution of any lawsuit or court proceeding permitted under these Terms.
- Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time. Where we do so, we will update these Terms as made available through our website. Please check these Terms periodically for changes. We may, from time-to-time, require you to agree to amended terms as a condition of your continued use of the Services. Except as expressly permitted in this Section 15(d), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
- Privacy Notice. Please read the H4 privacy notice (found here) carefully for information relating to our collection, use, storage, disclosure of your personal information. The H4 privacy notice is incorporated by this reference into, and made a part of, these Terms.
- Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
- Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our privacy notice. Please read our privacy notice to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
- Contact Information. The Service is offered by H4 Ltd. You may contact us by emailing us at firstname.lastname@example.org.
- No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
- Image Credit. The image of the H4 Marine Chronometer found at hfour.com/#company/name is © National Maritime Museum, Greenwich, London.
- International Use. The Service is intended for users located within the United States at the time of use. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
Last modified: 05 December 2018