1. ACCEPTANCE OF TERMS
2. MODIFICATIONS TO THIS AGREEMENT
We reserve the right, at our sole discretion, to change, modify or otherwise alter the TOU at any time. Membership price changes are also possible (see below in paragraph Eligibility for Use). Such modifications shall become effective immediately upon publishing altered or modified TOU and informing the members thereof. Should you object to any term or condition of the TOU, any guidelines, or any subsequent modifications thereto or become dissatisfied with the Service in any way, your only recourse is to immediately discontinue use of the Service.
3. ELIGIBILITY FOR USE
HTM reserves the Service exclusively for its members that are businesses, professionals (individuals), organizations and other entities worldwide related to direct or indirect exploitation of hemp who are acceptable to HTM in its sole discretion (hereinafter the “Members”). You become a Member by filling out the online application and paying the monthly membership (price is listed on the HTM web platform at the time of purchase of the membership). Membership price remains locked in as long as the membership is kept current. All payments are paid upfront for the upcoming monthly period/billing cycle. Payments are automatically deducted from the account on file each billing cycle date, unless you cancel your account (see below paragraph about termination of membership). After you apply, HTM will consider your application and discretionally decide whether to accept your membership or not. In other words, HTM has the right to refuse your application i.e. not approve your membership at its sole discretion without reasoning. In case of not approving the application, the membership amount will be reimbursed to you. Membership and this agreement will remain valid until it gets terminated by either of the parties (see below paragraph about termination). Although HTM attempts to limit the use of these parts of the Service to the Members, nothing herein shall create any right of action against HTM for failing to adequately screen the Members or prevent the use of HTM or the Service by the Members who are not professional producers, purchasers, sellers, collectors and resellers of items or accessories.
You understand that all advertisements, postings, messages, text, files, images, photos, video, sounds, or other materials (hereinafter the “Content”) posted on, transmitted through, or linked from the Service are the sole responsibility of the Member from whom such Content originated. More specifically, you are entirely responsible for each individual item of Content that you post, email or otherwise make available via the Service. Likewise, if you request the assistance of HTM to post any Content, or if you imply consent that HTM may post Content on your behalf, either by written or oral means, or you fail to inform HTM that Content should be removed, you are equally responsible for the Content. You waive any and all claims against HTM of a right of publicity for your image or likeness throughout the world by posting any information or pictures of yourself on HTM. You understand that HTM does not control, and is not responsible for personal Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. When you post Content to the Service, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the Content on the Service. By posting Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Content for any purpose on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. Furthermore, HTM and Content available through the Service may contain links to other websites, which are completely independent of HTM. HTM makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Following links to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will HTM be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that HTM does not pre-screen or approve Content, but that HTM shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of the TOU or for any other reason.
5. THIRD PARTY CONTENT, SITES, AND SERVICES
HTM and Content available through the Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of HTM, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Your interactions with organizations and/or individuals found on or through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. We do not guarantee the quality, safety or legality of any Content, the truth or accuracy of the descriptions of any goods or services offered for sale, the right of the sellers to sell or license any such goods or services, or the ability of any buyer to purchase any such goods or services. The Service is designed for experienced buyers accustomed to buying goods and services based on photographs and/or descriptive text. Buyers should assume that any goods offered are not new, unless otherwise stated, nor in perfect condition, and may require touch-up or repairs prior to use and that the available information about the items may be limited. It is not possible for HTM to verify information provided by the seller of any item. You agree that HTM shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between users of the Service. If there is a dispute between users of the Service, or between users and any third party, you understand and agree that HTM is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby forever release HTM, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service.
6. NOTIFICATION OF CLAIMS OF INFRINGEMENT
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please send your notice (hereinafter the “Notice”) to HTM’s agent for notice of claims of copyright or other intellectual property infringement (hereinafter the “Agent”) by email: email@example.com
Please include the following with your Notice to our Abuse Agent:
(i) The identity of the material on HTM that you claim is infringing, in sufficient detail so that we may locate it on the website;
(ii) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
(iii) Your address, telephone number, and email address;
(iv) A statement by you declaring under penalty of perjury that (a) the above information in your Notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; and
(v) Your physical or electronic signature.
After receiving a Notice, HTM will temporarily suspend the questionable content and try to mediate between the parties in dispute. If no peaceful resolution was possible, HTM will keep the content in question suspended and advise parties in dispute to resolve the issue with the competent court.
7. PRIVACY AND INFORMATION DISCLOSURE
HTM may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, timestamps, and other user information. Your personal information is not required since HTM Service is business to business platform.
You agree not to post, email, or otherwise make available Content:
Additionally, you agree not to:
9. POSTING AGENTS
A “Posting Agent” is a third-party agent, service, or intermediary that offers to post Content to the Service on behalf of others. To moderate demands on HTM’s resources, you may not use a Posting Agent to post Content to the Service without express permission or license from HTM. Correspondingly, Posting Agents are not permitted to post Content on behalf of others, to cause Content to be so posted, or otherwise access the Service to facilitate posting Content on behalf of others, except with express permission or license from HTM.
10. NO SPAM POLICY
You understand and agree that sending unsolicited email advertisements to HTM email addresses or through HTM computer systems is expressly prohibited by these TOU. Any unauthorized use of HTM computer systems is a violation of the TOU and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.) in the US and EU alike. Such violations may subject the sender and his or her agents to civil and criminal penalties.
11. PAID POSTINGS
We may charge a fee to post Content in some areas of the Service. The fee is an access fee permitting Content to be posted in a designated area. Each party posting Content to the Service is responsible for said Content and compliance with the TOU. All fees paid will be non-refundable in the event that Content is removed from the Service for violating the TOU. Fees collected for specific services, such as subscription services and advertising, are non-refundable unless otherwise stated in writing for a specific promotional program.
12. LIMITATIONS ON SERVICE
You acknowledge that HTM may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that HTM has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that HTM reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that HTM shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
13. ACCESS TO THE SERVICE
HTM grants you a limited, revocable, nonexclusive license to access the Service for your own personal use. This license does not include: (a) access to the Service by Posting Agents; or (b) any collection, aggregation, copying, duplication, display or derivative use of the Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by HTM. A limited exception to (b) is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file. “General purpose internet search engine” does not include a website or search engine or other service that specializes in classified listings or in any subset of classifieds listings such as decorative goods or furniture, or which is in the business of providing classified ad listing services. HTM does not permit you to display on your website, or create a hyperlink on your website to, individual postings on the Service, absent express permission granted by HTM to do so. You may create a hyperlink to the home page of HTM, so long as the link does not portray HTM, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter. HTM may offer various parts of the Service in RSS format so that users can embed individual feeds into a personal website or blog, or view postings through third party software news aggregators. HTM permits you to display, excerpt from, and link to the RSS feeds on your personal website or personal web blog, provided that (a) your use of the RSS feed is for personal, non-commercial purposes only, (b) each title is correctly linked back to the original post on the Service and redirects the user to the post when the user clicks on it, (c) you provide, adjacent to the RSS feed, proper attribution to HTM as the source, (d) your use or display does not suggest that HTM promotes or endorses any third party causes, ideas, web sites, products or services, (e) you do not redistribute the RSS feed, and (f) your use does not overburden HTM’s systems. HTM reserves all rights in the content of the RSS feeds and may terminate any RSS feed at any time. Use of the Service beyond the scope of authorized access granted to you by HTM immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a written license from HTM that has been signed by one of HTM’s authorized representatives.
14. TERMINATION OF SERVICE
You agree that HTM, in its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if HTM believes that you have acted inconsistently with the letter or spirit of the TOU. Further, you agree that HTM shall not be liable to you or any third-party for any termination of your access to the Service. Further, you agree not to attempt to use the Service after said termination. If HTM decides to terminate your membership, and you’re not in violation of any term of this TOU, HTM undertakes to reimburse the membership fee collected prorated till the end of the payment cycle period (monthly calculated). Also, you may, at any time submit a request for cancellation of your membership. Termination will take effect upon the end of the last day of your billing cycle (monthly calculated). If you decide to cancel your membership, HTM will keep the profile and all of your Content on the platform unless you send a request to delete your profile (including your Content). By cancelling your membership, HTM will not automatically delete your profile (including your Content), but there has to be a specific request sent to firstname.lastname@example.org to have it deleted.
15. PROPRIETARY RIGHTS
The Service is protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of HTM. You further agree not to reproduce, duplicate or copy Content from the Service without the express written consent of HTM, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. HTM, as well as certain other of the names, logos, and materials displayed on HTM, constitute trademarks, trade names, service marks or logos (“Marks”) of HTM or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associate therewith remains with HTM or those other entities. Although HTM does not claim ownership of content that its users post, by posting Content to any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to HTM an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing. Furthermore, by posting Content to any public area of the Service, you automatically grant HTM all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of the Content on the Service by any party for any purpose.
16. DISCLAIMER OF WARRANTIES
YOU AGREE THAT USE OF HTM AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. HTM AND THE SERVICE ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, HTM DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF HTM AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, HTM DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON HTM OR THE SERVICE, OR ACCESSED THROUGH ANY LINKS ON HTM OR THE SERVICE, INCLUDING WITHOUT LIMITATION, WARRANTY OF TITLE TO OR DELIVERY OF ANY GOOD OR SERVICE, ANY WARRANTY WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS IN ANY GOOD OR SERVICE, ANY WARRANTY THAT ANY GOOD OR SERVICE CONFORMS TO ITS DESCRIPTION OR THE COLORS, TEXTURE AND DETAIL SHOWN ON THE USER’S COMPUTER MONITOR. TO THE FULLEST EXTENT PERMITTED BY LAW, HTM DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH HTM OR THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HTM, HTM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.
17. LIMITATIONS OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL HTM BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF HTM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF HTM OR THE SERVICE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF HTM OR THE SERVICE, FROM INABILITY TO USE HTM OR THE SERVICE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF HTM OR THE SERVICE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH HTM OR THE SERVICE OR ANY LINKS ON HTM OR THE SERVICE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH HTM OR THE SERVICE OR ANY LINKS ON HTM. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitation may not apply to you.
You agree to indemnify and hold HTM, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of Content you submit, post or make available through the Service, your use of the Service, your violation of the TOU, your breach of any of the representations and warranties herein, or your violation of any rights of another.
19. GENERAL INFORMATION
The TOU, and any additional terms to which you agree when using particular elements of the Service, constitutes the entire agreement between you and HTM and governs your use of the Service, superseding any prior agreement between you and HTM. The failure of HTM to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.
20. VIOLATION OF TERMS AND LIQUIDATED DAMAGES
Please report any violations of the TOU by sending an email to email@example.com.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You understand and agree that, because damages are often difficult to quantify, if it becomes necessary for HTM to pursue legal action to enforce the TOU, you will be liable to pay HTM the following amounts as liquidated damages, which you accept as reasonable estimates of HTM’s damages for the specified breaches of the TOU:
- If you post a message that (i) impersonates any person or entity; (ii) falsely states or otherwise misrepresents your affiliation with a person or entity; or (iii) that includes personal or identifying information about another person without that person’s explicit consent, you agree to pay HTM one thousand dollars ($1,000) for each such message. This provision does not apply to messages that are lawful non-deceptive parodies of public figures.
- If you post Content in violation of the TOU, other than as described above, you agree to pay HTM one hundred dollars ($100) for each item of Content posted. In its sole discretion, HTM may elect to issue a warning before assessing damages.
- If you are a Posting Agent that uses the Service in violation of the TOU, in addition to any liquidated damages hereunder, you agree to pay HTM one hundred dollars ($100) for each and every item of Content posted in violation of the TOU. A Posting Agent will also be deemed an agent of the party engaging the Posting Agent to access the Service (the “Principal”), and the Principal (by engaging the Posting Agent in violation of the TOU) agrees to pay HTM an additional one hundred dollars ($100) for each item of Content posted by the Posting Agent on behalf of the principal in violation of the TOU. If you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any Content (except for your own Content) in violation of the TOU without HTM’s express written permission, you agree to pay HTM three thousand dollars ($3,000) for each day on which you engage in such conduct. Notwithstanding any other provision of the TOU, HTM retains the right to seek the remedy of specific performance of any term contained in the TOU, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in the TOU, or to seek to recover damages arising from or relating to a violation of this TOU or any combination thereof.
We welcome your questions and comments. Please send them to firstname.lastname@example.org.
22. BRAND AGREEMENT
Legal Disclaimer: By logging into your HTM account, you are agreeing to the terms below and you are stating that you have the authority to represent the manufacturer’s products, pricing, and copyrighted material online. If you do not agree to the terms, or if you do not have the legal right to represent this brand relative to the terms below, please do not login to the account. 1) Parties: This “Agreement” between the entity or individual that signs up for the Membership and HTM governs the relationship between the parties. The parties agree to conduct this transaction and permit the creation of this Agreement by electronic means. 2) Content: you hereby accept and agree that HTM can use images (including logo, products, installation photos, etc.), product catalog, and related data, such as and including product pricing, that you provide or place on your website (such images, product catalog, related data) for display on HTM web platform and its affiliated sites, including related websites, social media websites, picture hosting websites, and all other websites that HTM at its sole discretion believes will provide beneficial exposure to you, and for use in emails, quote requests and promotional materials. You may make suggestions for the best way to showcase your products/services at any time, but HTM retains full discretion regarding what content (if any) to display, how, and where. You represent and warrant that you have obtained all rights in the mentioned content necessary for HTM to exercise the rights granted hereunder, that the Content is accurate and representative of your products, and that you will update your HTM account with any updates to the mentioned content necessary to keep such content accurate and representative of your products. HTM and Affiliated Sites are not responsible for any damages associated with the Content or its interpretation.