Effective date: 1 July 2019
Customer Responsibilities. You will: (a) be solely responsible for all use of the Services and Documentation under your account and each Customer Application; (b) not transfer, resell, lease, license, or otherwise make available the Services to third parties (except to make the Services available to your End Users in connection with the use of each Customer Application as permitted herein) or offer them on a standalone basis; (c) use the Services only in accordance with this Agreement, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of your End Users, including their compliance with this Agreement, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Halsell promptly of any such unauthorized access or use; (f) provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunications providers.
Suspension of Services
We may suspend your right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine: (a) your use of the Halsell Services (i) poses a security risk to the Halsell Services or any third party, (ii) could adversely impact our systems, the Halsell Services, or the systems of any other Halsell customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent; (b) you are in breach of this Agreement, (c) you are in breach of your payment obligations under Section 4; or (d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. If we suspend your right to access or use any portion or all of the Halsell Services: (a) you remain responsible for all fees and charges you incur during the period of suspension; and (b) you will not be entitled to any service credits under the SLA for any period of suspension.
Ownership and its Content
The Site is owned by Halsell, LLC. Unless noted otherwise, Halsell is the owner of all content displayed or featured on the Site. Halsell offers an on-line data provider where users may submit and upload data. By contributing or uploading to the Site, you grant Halsell full ownership of such data or uploads.
All content of Site, including that created by Halsell, are protected by copyright, trade dress, trademark and other laws relating to the protection of intellectual property. Content may not be uploaded to the Site unless the person or entity doing so (a "Contractor" or "Employee") first agrees the Halsell Contractor Agreement, (the "Contractor Agreement"), which may change without notice, and any and all Content uploaded or submitted to the Site is contributed to us on the terms and subject to the conditions of the Contractor Agreement
You are prohibited from copying or downloading any or all of the Site or its Content without a written license or agreement with Halsell. We forbid robots or data mining extraction methods performed on Site. Under no circumstance may anyone alter or modify any part of the Site or its Content. You are prohibited from selling, licensing, leasing or publicizing any of the Site or its content without written authorization from Halsell which may include the Halsell Contractor Agreement. Upon receiving such agreement from Halsell, you are prohibited from using the Site or its Content other than for its intended purpose. You represent and warrant that you will comply with all applicable laws and regulations including those related to the Internet. Unless you have entered into a separate written agreement with Halsell, such as the Contractor Agreement and as may be expressly permitted by said agreement. No copyright and other intellectual property notices or watermark on any Materials shall be deleted or modified.
As between the parties, Halsell exclusively owns and reserves all right, title, and interest in and to the Services, the Documentation, Halsell's Confidential Information, Service Usage Data, and any feedback or suggestions you or your End Users provide regarding the Services. As between the parties, you exclusively own and reserve all right, title, and interest in and to the Customer Applications, your Confidential Information, and Customer Data, subject to Halsell’s rights to process Customer Data in accordance with this Agreement.
“Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure, including, without limitation, this Agreement, Order Form(s), Customer Data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, “know how”, financial, and other business and/or technical information and materials of Disclosing Party and its Affiliates. Confidential Information does not include any information which: (a) is publicly available through no breach of this Agreement or fault of Receiving Party; (b) was properly known by Receiving Party, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party, and to its knowledge, without any restriction, by another person without violation of Disclosing Party's rights; or (d) is independently developed by Receiving Party without use of or reference to the Confidential Information of Disclosing Party.
The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 4.3 and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
You grant Halsell the right to use your name, logo, and a description of your use case(s) on Halsell’s website, in earnings releases and calls, and in marketing and promotional materials, subject to your standard trademark usage guidelines that you expressly provide to Halsell.
By accepting these terms you are also accepting the our Payment Policy. Please visit Payment Policy for further details regarding how we process and receive payments.
Violation of Privacy or Copyright Infringement
In the event that you believe your privacy or rights are violated by any Content or other Material on the Website, email us by clicking here. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws, Halsell will terminate, ban, or suspend in appropriate circumstances which may include account holders who violated intellectual property rights of Halsell, its subsidiaries or any third-party. In the event that you believe content has been stolen, copied, downloaded, shared without our written consent, you must notify us of the copyright infringement claim, click here so that we may investigate this further.
Limitation of Liability
In no event shall Halsell, its directors, employees, independent contractors, or any person associated with Company be liable for any damages of any kind including but not limited to loss of data, loss of profits, loss of use, and applies in the aggregate and not on a per claim basis, whether any damages are characterized in tort, negligence, contract, or other theory of liability, regardless of whether a party has been advised of the possibility of or could have foreseen any damages, and irrespective of any failure of essential purpose of a limited remedy. In no event shall the aggregate liability of Halsell, whether in contract, warranty, tort, product liability, strict liability or other theory, arising our of or relating to the use of the site exceed any compensation you pay, if any, to Halsell for access to or use of Site. This limitation of liability provision does not limit a party's liability for gross negligence, indemnification obligations, breach of confidentiality requirements, intentional misconduct, intentional torts and intentional violations of law.
Restrictions and Termination of Site
Halsell prohibits the use of or content from its Site that include any of the following and termination of such content or account holder will be deleted at Halsell's sole descretion without prior notice:
- Any material that contain any pornographic, defamatory or unlawful content;
- Exploitations of minor;
- Stolen, copied, or infringe any third party's copyrights or intellectual property;
- Violent acts of brutality of any kind, whether that be police, political or war;
- Influencing criminal acts, fraudulent schemes, or violent behavior;
- Depicts animal cruelty or violence towards animals;
- Violates any law, statute, or regulation;
- Solicit any Employees, Contractors, Operators, or Users, whether that soliciation be an individual or bulk basis;
- Use any data mining robots or any such data gathering tool or automation tool on Site;
- Use meta tags or any "hidden text" utilizing Halsell or its subsidiaries names, trademarks without Halsell written consent;
- Any action that impose damage to Site, servers, database;
- Use such software that contains viruses, political campaigning, mass mailing or spam;
- Download copy of any User, Property Owner, Data from Site;
- Impersonation of any person or entity;
- Intentionally false, misleading or deceiving content;
- Advertise any product, service or company that is not associated with Halsell in any way;
- Exploit data for any commercial, personal purpose that is in violation to Contractors Agreement.
Links to Third Party Sites
In the event that the Site is available through third-party platforms, or if Halsell provides links to any other site, you agree and understand that Halsell has no control over such sites, services and resources and we are not responsible for, nor warrant or endorse such sites, services and resources. You further acknowledge and agree that we will not be directly or indirectly responsible or liable for any damage or loss caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site, service or resource. These links are provided only as a convenience to user of Site. Any issues you may have with third party links will be between you and third-party link.
Warranties and Disclaimers
PLEASE BE ADVISED THAT THE USE OF THIS SIDE IS AT YOUR OWN RISK. THIS SITE, SERVICES AND THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE, OUR SERVICES OR ANY MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE WEBSITE, OUR SERVICES AND THE MATERIALS IS WITH YOU. Halsell makes no representations or warranties that the Site will be permitted in your jurisdictions, that any of Your Content submitted by you will be available through the Site or will be stored by the Site, that the Site will meet your needs, or that Halsell will continue to support any particular feature of the Site. Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for vertain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions.
Consent to Electronic Communications
By inputting any information on the Website, you are consenting to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
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