These terms and conditions (“Terms”) are a legal contract between you (either you as an individual or organization on whose behalf you are entering into these terms and conditions) and HF Holdco LLC (“HudsonField,” “we,” or “us”) for the access to and use of this website, which includes text, media, documentation, pictures and other content (collectively, the “Website”); by accessing or using this Website, you accept and agree to be bound by these terms and conditions in full, including the warranty disclaimers and limitation of liability provisions below. If you disagree with these terms and conditions or any part of these terms and conditions, do not access or use the Website and please exit the Website now.
INFORMATION YOU PROVIDE
LICENSE TO USE WEBSITE
HudsonField and its licensors own the intellectual property rights in the website and material on the website. Subject to your compliance with these Terms, including the acceptable use provision below, you are authorized to view, store, copy, download for caching purposes only, distribute and print the pages, data, text, images, audio, video, other content within the Website for your own personal non-commercial use, subject to the restrictions set out below and elsewhere in these Terms.
You must not:
- republish material from this Website (including republication on another website);
- sell, rent, transfer or sub-license material from the Website;
- show any material from the Website in public;
- reproduce, duplicate, copy or otherwise exploit material on this Website for a commercial purpose;
- edit or otherwise modify any material on the Website; or
- redistribute material from this Website except for content specifically and expressly made available for redistribution. Where content is specifically made available for redistribution, it may only be redistributed within your organization.
All other rights in the Website not expressly granted to you are reserved. In consideration of this authorization, you agree that (a) any copy of these documents which you make shall retain all copyright and other proprietary notices contained in such documents and (b) these Terms are included with any distribution.
When retrieving information from the Website, you are prohibited from (a) using or attempting to use spiders, robots, avatars, intelligent agents, or any other extraction or navigation search except for a normal browser, (b) aggregating, copying or duplicating any of the materials or information available from the Website except for the small amount of materials and information temporarily required for an ordinary single use of the Website, or (c) accessing data not intended for you.
Use of the Website may require a login and password that you will create (your “ID”). You are responsible for maintaining the confidentiality of your ID, and you are fully and solely responsible for all activities that occur under your ID. It is up to you to take adequate precautions with your ID, and to immediately notify HudsonField of any unauthorized use of your ID.
By accessing or using the Website, you agree as follows:
- You represent and warrant that you are legally entitled to enter into these Terms.
- You represent and warrant that you are at least 18 years old.
- You shall provide accurate, true and current information as prompted during the investor account registration process and shall keep it current at all times.
- You shall not allow any other person or entity to access or use your account.
- You shall comply with all state and local laws of each location in which you access the Website.
- You shall only access or use the Website with a compatible device or computer. HudsonField assumes no responsibility or liability for loss resulting from failure to comply with this provision.
- You shall be solely responsible for all activity associated with your account, including any uploaded data, text, images, audio, video, or any other content (collectively, the “Content”).
- You represent and warrant that all Content that you upload to the Website shall be your wholly original material (except for material that you are using with the permission of its owner), and does not infringe or violate any copyright, trademark or other rights of any third party including any rights of privacy or publicity.
- You shall be solely responsible for keeping a duplicate copy of all Content; we do not accept any responsibility or liability for the loss of your Content.
- You shall not share your password or any other login credentials with any other person or publicly disclose it.
- You shall not use the Website for any illegal or unauthorized purpose.
- You shall not transmit worms, viruses or any code of a destructive nature to HudsonField, other users, or the Website.
- You shall not abuse, harass, threaten, harm or impersonate other HudsonField users or employees of HudsonField or any of its partners, at any time or for any reason.
- You shall not post Content that is hateful, threatening, pornographic, obscene, abusive, unlawful, harassing, racially or ethnically offensive, libelous or defamatory, or any content that encourages unlawful conduct.
Any use of the Website in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use your ID and/or the Website. HudsonField reserves the right to monitor your use of the Website to ensure your compliance with these Terms, or pursuant to a court, administrative, or governmental order. Furthermore, we reserve the right to deactivate or suspend your use of the Website for any reason.
You grant to HudsonField a worldwide, irrevocable, non-exclusive, royalty-free transferable license to use, reproduce, adapt, publish, translate, distribute, display and prepare derivative works of your Content in any existing or future media. You also grant to HudsonField the right to sub-license these rights, and the right to bring an action for infringement of these rights.
HudsonField reserves the right to edit or remove any material submitted to this website, or stored on HudsonField’s servers, or hosted or published upon this website.
You acknowledge that use of the Website may involve fees charged by HudsonField. Pricing information displayed on the Website is subject to change. HudsonField may increase or decrease fees as it deems necessary. All fees are non-refundable and shall be paid by you immediately when due
THIRD PARTY WEBSITES AND SERVICES
DISCLAIMER OF WARRANTIES
HudsonField provides information through this Website. While HudsonField has undertaken efforts to provide accurate information, it is not comprehensive and HudsonField makes no commitment to update the information at any particular time. As a result, the information may not be accurate, up to date or applicable to the circumstances of any particular case. Any decisions you make based on information contained in this Website are your sole responsibility.
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO COMMITMENT TO ANY FUTURE FUNCTIONALITY OR FEATURES. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HUDSONFIELD AND THE HUDSONFIELD ENTITIES DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR SOLE REMEDY IN THE EVENT OF ANY DEFICIENCY, ERROR, OR INACCURACY IN THE WEBSITE SHALL BE TO REQUEST THAT HUDSONFIELD CORRECT THE MATTER OR, IF HUDSONFIELD FAILS TO DO SO, TO DISCONTINUE YOUR USE OF THE WEBSITE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR DEVICE, OR FOR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. HUDSONFIELD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND HUDSONFIELD WILL NOT BE A PARTY TO AND IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HUDSONFIELD ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE; OR (B) ANY CONTENT OBTAINED FROM THE WEBSITE.
Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit HudsonField’s liability in respect of any:
- death or personal injury caused by HudsonField’s negligence;
- fraud or fraudulent misrepresentation on the part of HudsonField; or
- matter which it would be illegal or unlawful for HudsonField to exclude or limit, or to attempt or purport to exclude or limit, its liability.
By using this Website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.
If you do not think they are reasonable, you must not use this Website.
You accept that, as a limited liability entity, HudsonField has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against HudsonField’s officers or employees in respect of any losses you suffer in connection with the Website. You agree that the limitations of warranties and liability set out in these Terms will protect HudsonField’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as HudsonField.
You shall indemnify, defend and hold harmless HudsonField and its affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “HudsonField Entities”) from any and all third party claims, losses, damages, costs, liabilities and/or expenses (including attorneys’ fees) arising from or related to (i) your use of the Website (ii) your violation of these Terms, or (iii) any infringement or misappropriation of any intellectual property right or other right of any person or entity by you or any other user of your user account. You agree to immediately notify HudsonField of any unauthorized use of your user account or any other breach of security known to you that may affect the security of the Website.
BREACHES OF THESE TERMS AND CONDITIONS
Without prejudice to HudsonField’s other rights under these Terms, if you breach these Terms in any way, HudsonField may take such action as HudsonField deems appropriate to deal with the breach, including suspending your access to the Website, prohibiting you from accessing the Website, blocking computers using your IP address from accessing the Website, contacting your internet service provider to request that they block your access to the Website and/or bringing court proceedings against you.
HudsonField may revise these Terms from time-to-time. Revised terms and conditions will apply to the use of this Website from the date of the publication of the revised terms on this Website. By continuing to access or use the Website after those revisions become effective, you agree to be bound by the revised terms. We do not assume any obligation to notify you of changes to these Terms. Please check this page regularly to ensure you are familiar with the current version.
HudsonField may transfer, sub-contract or otherwise deal with HudsonField’s rights and/or obligations under these Terms without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms.
If a provision of these Terms is determined by any court of competent jurisdiction to be unlawful and/or unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
LAW AND JURISDICTION
These Terms and any action related to the access or use of the Website will be governed by the laws of the State of New York without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Website will be brought solely in the Southern District of New York, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the State of New York (excluding its choice of law provisions that would apply the laws of another jurisdictions).
For any notice of HudsonField required by these Terms, please notify:
HF Holdco LLC
Attention: Chief Administrative Officer
700 Louisiana Street, Suite 3950
Notice will be deemed effective upon the date of HudsonField’s receipt. Email notice will not be sufficient for any legal claims.
No Third party beneficiaries
Other than the HudsonField Entities (solely for purposes of the terms set forth in the warranties, limitation of liability, and indemnification sections above), no other person or company will be third party beneficiaries to these Terms.
Headings & Construction
The headings used in these Terms are for convenience only and have no legal meaning or effect. Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of these Terms clearly requires otherwise, words importing the masculine gender include the feminine and neutral genders and vice versa. The terms “include,” “includes” or “including” mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular section or article in which such words appear. The word “or” will not be construed as exclusive
This document was created using a Contractology template available at http://www.freenetlaw.com.