End-User Terms of Service
February 2, 2018
- Your use of Humankind Design L.P.’s (“COMPANY”) press release, marketing, and/or /search engine optimization (SEO) services via a web browser or a mobile application (referred to collectively as the “Services” in this document, and excluding any services provided to you by COMPANY under a separate written agreement) is subject to the terms of a legal agreement between you and COMPANY. “COMPANY” means Humankind Design L.P., whose principal place of business is at 820 S. Friendswood Drive, Suite 205, Friendswood, Texas 77546. “You” and “Your,” whether capitalized or not, means the end-user of these Services, including but not limited to you individually, your employees, and/or your agents, either individually or as a representative of any corporation, association, or partnership, as the case may be. This document explains how the agreement is made up and sets out the terms of that agreement.
- Unless otherwise agreed in writing with COMPANY, your agreement with COMPANY will always include, at a minimum, the terms and conditions set out in this document.
- This agreement forms a legally binding agreement between you and COMPANY in relation to your use of the Services and becomes effective in accordance with the terms defined under section 2 herein below. It is important that you take the time to read them carefully and seek advice of counsel, as appropriate. Collectively, this legal agreement is referred to below as the “Terms”.
- Accepting the Terms
- In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
- You can accept the Terms by: (A) clicking to accept or agree to the Terms, where this option is made available to you by COMPANY in the customer interface for the Service; or (B) by actually using the Services. In this case, you understand and agree that COMPANY will treat your use of the Services as acceptance of the Terms from that point onwards.
- If you are accepting the terms on behalf of another legal entity, you represent that you have the authority to bind such legal entity with the terms of this Agreement.
- You may not use the Services and may not accept the Terms if (A) you are not of legal age to form a binding contract with COMPANY, or (B) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
- You understand and agree that the Terms are subject to updating and are updated on a regular basis. You can access a current version of the terms at the following link: http://hkseo.us/Home/Terms.
- Provision of the Services by COMPANY
- COMPANY may have affiliated entities, or be controlled by one or more individuals (“Affiliates”), which may provide Services on behalf of COMPANY. You acknowledge and agree that the Affiliates will be entitled to provide the Services to you.
- You acknowledge and agree that the form and nature of the Services which COMPANY provides may change from time to time without prior notice to you.
- As part of this continuing innovation, you acknowledge and agree that COMPANY may stop (permanently or temporarily) providing any features within the Services to you or to customers generally, at COMPANY’s sole discretion.
- COMPANY may at its sole discretion disable access to your account if (a) you violate any of the Terms; (b) your relationship with COMPANY is terminated or otherwise ends; or (c) you infringe or otherwise violate any copyright laws or regulations, or otherwise fail to abide by the copyright and IP recommendations and protections implemented under the Digital Millennium Copyright Act (DMCA) or laws and regulations in your jurisdiction
- You acknowledge and agree that if COMPANY disables access to your account, you may be prevented from accessing the Services or any account information in connection with your use of the Services and COMPANY is not liable for the termination of your Services.
- Use of the Services by You
- In order to access the Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to COMPANY shall always be accurate, correct and up-to-date. If information provided by You is inaccurate or misrepresented to COMPANY, Services provided under this agreement may be immediately terminated at the sole discretion of COMPANY.
- You agree to use the Services only for purposes that are permitted by (a) the Terms of this Agreement; (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions; and (c) any applicable copyright and/or intellectual property rights, laws and/or regulations.
- You agree not to access (or attempt to access) any of the Services provided by COMPANY by any means other than through the interface that is provided by COMPANY, unless you have been specifically allowed to do so in a separate agreement with COMPANY. Unauthorized use of manual or automated software, scripts, robots, or other devices on sites providing the Services is prohibited.
- You agree that you shall not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services) provided by COMPANY.
- Unless you have been specifically permitted to do so in a separate written agreement with COMPANY, you agree that you shall not reproduce, duplicate, copy, sell, trade, or resell the Services (or any portion thereof) for any purpose.
- You agree that you are responsible for (and that COMPANY has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which COMPANY may suffer) of any such breach.
- Your Passwords and Account Security
- You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
- Accordingly, you agree that you shall be responsible to COMPANY for all activities that occur under your account.
- If you become aware of any unauthorized use of your password or your account, you agree to notify COMPANY immediately at email@example.com.
- COMPANY, at its sole discretion, may change the password associated with any account you use to access the Services in the event the security of such account is compromised.
- Proprietary Rights
- You acknowledge and agree that COMPANY owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services, regardless of whether those rights are registered or not. You further acknowledge that the Services may contain information which is designated confidential by COMPANY and that you shall not disclose such information without COMPANY’s prior written consent.
- Unless you have agreed otherwise in writing with COMPANY, nothing in the Terms gives you a right to use any of COMPANY’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
- If you have been given an explicit right to use any of these brand features in a separate written agreement with COMPANY, then you agree that your use of such features shall be in compliance with that agreement, and any applicable provisions of the Terms.
- Other than the limited license set forth in 10 of this agreement, COMPANY acknowledges and agrees that it obtains no right, title or interest under these Terms in or to any content that you submit or otherwise provide on, or through, the Services, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist), unless you have agreed otherwise in writing with COMPANY.
- You agree that you shall not remove, obscure, or alter any proprietary right notices (including copyright and trademark notices) which may be affixed to or contained within the Services.
- Prohibited Content
- You may not post, send, submit, publish, or transmit in connection with this site any material that:
- You do not have the right to post, such as proprietary material of any third party, including, but not limited to, copyrights and trademarks owned by third parties unless you have express written consent of the third party;
- Advocates illegal activity or discusses an intent to commit an illegal act;
- Is vulgar, obscene, or pornographic;
- Does not pertain directly to the site;
- Competes directly or indirectly with this site or other sites operated by Company;
- Threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
- Seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- Violates any law or may be considered to violate any law;
- Impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content; and/or
- Includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware to telecommunications.
- You may not post, send, submit, publish, or transmit in connection with this site any material that:
- License from COMPANY
- COMPANY gives you a personal, worldwide, limited duration, fee-based, non-assignable and non-exclusive license to use the Services provided to you by COMPANY in accordance with these Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by COMPANY, in the manner permitted by the Terms.
- The duration of the license from COMPANY is limited to the duration of the relationship between you and COMPANY.
- You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by COMPANY, in writing.
- Unless COMPANY has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Services, grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services.
- Licenses From You
- You agree and acknowledge that you retain copyright and any other rights in the content you provide by virtue of your use of the Services.
- You understand that COMPANY, in performing the required technical steps to provide the Services to our customers, may (a) transmit or distribute end-user content over various public networks and in various media; and (b) make such changes to end-user content as are necessary to conform and adapt the end-user content to the technical requirements of connecting networks, devices, services or media. For the end-user content in which you retain copyright or any other rights, you agree to give COMPANY a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to COMPANY to take these actions.
- You confirm and warrant to COMPANY that you have all the rights, power and authority necessary to grant the above licenses (including without limitation such rights in the end-user content).
- Ending Your Relationship with COMPANY
- The Terms of this Agreement shall continue to apply and shall not come to an end until (a) terminated by either you or COMPANY as set out herein or (b) upon termination of your account.
- If you want to terminate your legal agreement with COMPANY, you may do so by notifying COMPANY. Your notice should be sent, in writing, to COMPANY’s email address at firstname.lastname@example.org.
- COMPANY may at any time terminate its legal agreement with you if: (A) you have breached, ignored or otherwise fail to comply with any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) COMPANY is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (C) you receive notice of an alleged infringement of copyright or intellectual property rights by you in relation to the Services provided to you under this agreement and said infringement is not immediately resolved between you and the COMPANY and/or the owner of the copyrighted material or intellectual property.
- When these Terms come to an end, all of the legal rights, obligations and liabilities that you and COMPANY have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue perpetually, shall be unaffected by this cessation.
- COMPANY disclaims all warranties as set forth in §13 of this agreement.
- EXCLUSION OF WARRANTIES
- NOTHING IN THESE TERMS INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT COMPANY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
- IN PARTICULAR, COMPANY DOES NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU, AND NOT COMPANY, WILL BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- COMPANY FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- LIMITATION OF LIABILITY
- SUBJECT TO OVERALL PROVISIONS IN PARAGRAPH 13.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY CHANGES WHICH COMPANY MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE COMPANY WITH ACCURATE ACCOUNT INFORMATION;
(III) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
- THE LIMITATIONS ON COMPANY’S LIABILITY TO YOU IN PARAGRAPH 14 ABOVE SHALL APPLY WHETHER OR NOT COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
- “Released Parties” include COMPANY and COMPANY’S affiliates, officers, employees, agents, partners, and licensors.
- You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any content obtained through your use of the Services, (iii) any activity on your account, or (iv) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
- General Legal Terms
- The Terms constitute the whole legal agreement between you and COMPANY and govern your use of the Services and completely replace any prior agreements between you and COMPANY in relation to the Services (but excluding any services which COMPANY may provide to you under a separate subsequent written agreement).
- You agree that COMPANY may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the websites or mobile applications.
- You agree that if COMPANY does not exercise or enforce any legal right or remedy which is contained in the Terms (or which COMPANY has the benefit of under any applicable law), this will not be taken to be a formal waiver of COMPANY’s rights and that those rights or remedies will still be available to COMPANY.
- If any court of law having the jurisdiction to decide on this matter, or arbitration panel (pursuant to §16.7), rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
- You and COMPANY agree that the Terms, and your relationship with COMPANY under the Terms, shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
- In the event that the Uniform Computer Information Transaction Act, any version thereof or a substantially similar law (collectively “UCITA”) is enacted as to be applicable to the performance of COMPANY under these Terms, the statute shall not govern any aspect of the Terms any license granted hereunder, nor any of the rights and obligations of the parties pursuant to these Terms.
- ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND COMPANY, its agents, employees, principals, successors, assigns, affiliates (collectively for purposes of this paragraph, “COMPANY”) arising from or relating to the Terms, its interpretation, or the breach, termination or validity thereof, the relationships which result from the Terms (including, to the full extent permitted by applicable law, relationships with third parties who are not bound by these Terms) SHALL BE EXCLUSIVELY AND FINALLY SETTLED BY ARBITRATION. THE ARBITRATION SHALL BE HELD IN HOUSTON, TEXAS AND CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATION SHALL BE CONDUCTED BEFORE THREE ARBITRATORS, ONE SELECTED BY EACH OF THE PARTIES, AND THE THIRD SELECTED BY THE FIRST TWO ARBITRATORS. JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT HAVING JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF THE AWARD AND IN ORDER OF ENFORCEMENT AS THE CASE MAY BE.