Terms Of Use

Welcome to the website of HM.CLAUSE, Inc., and its subsidiaries and affiliates (collectively “HM.CLAUSE,” “We,” “Our,” or “Us”). The following terms and conditions, together with any documents incorporated herein by reference (collectively, these “Terms”), govern your access to and use of www.hmclause.com (the “Site”).

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START TO USE THE SITE. YOUR USE OF THE SITE WILL CONSTITUTE YOUR AGREEMENT TO ABIDE BY THESE TERMS AND OUR PRIVACY POLICY, FOUND AT www.hmclause.com/legal/privacy-policy/ AND INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE.

HM.CLAUSE may revise these Terms at any time in our sole discretion. All changes are effective immediately when posted. By continuing to use the Site, you agree to be bound by any such revisions and should therefore periodically visit this page to review the then-current Terms to which you are bound.

Geographic Restrictions

The HM.CLAUSE Site is hosted in the United States. HM.CLAUSE makes no representation that materials on the Site are appropriate or available for use in all locations around the world from which the Site may be viewed. Access to the Site may not be legal by certain persons or in certain countries. Viewing the Site from countries, if any, in which its Content (as defined below) is illegal, is strictly prohibited by and in violation of these Terms. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Access to and Use of the Site

We reserve the right to withdraw or amend the Site, and any service, material or Content we provide on the Site, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site.

You may use the Site only for lawful purposes and in accordance with these Terms. You are specifically prohibited from using the Site or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal or state regulations, rules, laws or local ordinances; (d) to infringe or violate Our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site, other websites or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish (email fraud), pharm (web traffic redirection fraud), pretext, spider, crawl or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site, other websites or the Internet.

We reserve the right to terminate your use of the Site for any reason, including a violation of these Terms.

Trademarks

HM.CLAUSE’s name, logo, and all related names, logos, product and service names and marks, designs and slogans are trademarks of HM.CLAUSE or its licensors (collectively, “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the prior written consent of the owner of the Trademark. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners and may not be used without the owner’s prior written consent.

Intellectual Property Rights

The Site and its entire contents, features and functionality, including but not limited to all information, text, Trademarks, images, graphics, photos, video and audio, digital media, design, selection and arrangement thereof (“Content”), are owned by HM.CLAUSE, its licensors or other providers of such material, and are protected by United States and international copyright, trademark and other intellectual property laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Content except as follows: (a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing the Site or Content; (b) you may store files that are automatically cached by your web browser for display enhancement purposes; and (c) you may print or download one copy of each page of the Site.

Notwithstanding the foregoing, you must not: (a) modify copies of any Content; (b) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (c) delete or alter any copyright, trademark or other proprietary rights notices from copies of Content. If you print, copy, modify, download or otherwise use any part of the Site in breach of these Terms, your right to use the Site will cease immediately and you must destroy any copies of the materials you have made. No right, title or interest in or to the Site or Content is transferred to you, and all rights not expressly granted herein are reserved by HM.CLAUSE.

Your Privacy

To the extent that the Site collects your personal information, Our collection and use of that information is subject to HM.CLAUSE’s Privacy Policy located at www.hmclause.com/privacy-policy/. By using the Site, you consent to all actions taken by us with respect to your personal information in compliance with Our Privacy Policy.

Linking To and From This Site

Anyone linking to the Site must comply with all applicable laws. A website that links to the Site: (a) may link to, but not replicate, Content; (b) may not cause the Site or Content to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; (c) may not imply that HM.CLAUSE is endorsing it or its products; (d) may not misrepresent its relationship with HM.CLAUSE; (e) may not present false information about HM.CLAUSE’s products or services; (f) may not use HM.CLAUSE’s Trademarks or other proprietary information without Our express written permission; and (g) may not contain content that could be construed as defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

You agree to cooperate with Us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

If the Site contains links to other websites and resources provided by third parties, HM.CLAUSE is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by HM.CLAUSE of the website or its content. HM.CLAUSE does not control and is not responsible for the content of any third party website. If you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. HM.CLAUSE is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Disclaimers

THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” HMCLAUSE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO USE, AVAILABILITY, CONTENT, ACCURACY, COMPLETENESS, APPROPRIATENESS OR PERFORMANCE OF THE SITE, ITS CONTENT OR ANY THIRD PARTY WEBSITES LINKED TO THE SITE.  AS A USER, YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR YOUR USE OR NON-USE OF THE SITE, AND HMCLAUSE MAKES NO REPRESENTATION THAT THE CONTENT APPEARING ON OR DOWNLOADED FROM THE SITE IS COMPATIBLE WITH YOUR COMPUTER OR FREE FROM ERROR OR VIRUSES.   TO THE MAXIMUM EXTENT PERMITTED UNDER EXISTING LAW, HMCLAUSE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND CONTENT.

CONTENT OR INFORMATION PRESENTED ON OR THROUGH THE SITE IS MADE AVAILABLE SOLELY FOR GENERAL INFORMATION PURPOSES. WE DO NOT WARRANT ACCURACY, COMPLETENESS OR USEFULNESS OF THE CONTENT. THE SITE MAY INCLUDE INFORMATION CONCERNING OUR BUSINESS, OUR EXPECTATIONS FOR THE FUTURE AND OTHER FORWARD-LOOKING STATEMENTS. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND CURRENTLY AVAILABLE INFORMATION, HOWEVER, HMCLAUSE DOES NOT COMMIT TO UPDATE OR REVISE THE INFORMATION BASED ON NEW INFORMATION OR OTHER DEVELOPMENTS. ANY SUCH STATEMENTS AND INFORMATION ARE BASED ON FACTORS THAT INVOLVE RISKS AND UNCERTAINTY AND ACTUAL PERFORMANCE MAY DIFFER MATERIALLY. THEREFORE, ANY RELIANCE YOU PLACE ON CONTENT IS STRICTLY AT YOUR OWN RISK AND WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH CONTENT BY YOU OR ANY OTHER VISITOR TO THE SITE, OR BY ANYONE WHO MAY BE INFORMED OF SUCH CONTENT.

CERTAIN CONTENT ON THE SITE IS THE PROPERTY OF THIRD PARTIES, USED WITH THEIR PERMISSION. THE OPINIONS EXPRESSED BY THIRD PARTIES DO NOT NECESSARILY REFLECT THOSE OF HM.CLAUSE.

[The foregoing disclaimers do not apply to any product warranties set forth on product labels which may be displayed on the Site. For such products, the warranty, if any, set forth on such label controls HM.CLAUSE’s liability for such product.]

Limitation Of HM.CLAUSE’s Liability

YOU ACKNOWLEDGE, BY YOUR USE OF THE SITE: (1) THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK; (2) THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT THAT YOU USE IN CONNECTION WITH YOUR USE OF THE SITE; AND (3) THAT HMCLAUSE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE, CONTENT, ANY WEBSITES LINKED TO IT OR SUCH OTHER WEBSITES, SERVICES OR ITEMS OBTAINED THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, AND INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO DATA OR PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HMCLAUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless, HM.CLAUSE and its respective directors, officers, employees and agents from and against all damages, claims and expenses, including attorneys’ fees, arising out of or related to your use of the Site or misuse of any Content or information taken from the Site or your transmission of information, data, material or content on or through the Site.

WE RESERVE OUR RIGHT TO ALL FORMS OF EQUITABLE AND LEGAL RELIEF RELATED TO FRAUD OR ILLEGAL ACTIVITY CONNECTED TO THE USE OF THE SITE.

Procedure For Making Claims Of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Site’s designated agent. ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. HMCLAUSE respects the intellectual property of others, and We ask users of the Site to do the same. HM.CLAUSE will process and investigate notices of alleged infringement and will take appropriate actions under the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act of 1988 (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, HM.CLAUSE will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.

If you believe your work has been copied in a way that constitutes copyright infringement you may request removal of such infringing material from the Site by providing HM.CLAUSE with the following information. Please be advised that to be effective, notification must include substantially all of the following: (1) your physical or electronic signature; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim is infringing on the Site and information reasonably sufficient to permit Us to locate the infringing material; (4) your address, telephone number and email address and all other information reasonably sufficient to permit HM.CLAUSE to contact you; (5) 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; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices of claimed copyright infringement should be sent by mail or email to:

Attention: General Counsel
HM.CLAUSE, Inc.
260 Cousteau Place, Suite 100
Davis, CA 95618
don.mendel@hmclause.com

Miscellaneous Terms

These Terms will be governed and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.  For all disputes arising out of or relating to the Site or these Terms, you agree to submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Yolo County, California, United States.

By agreeing to these Terms, you represent that you are at least the age of majority in your state of residence or geopolitical jurisdiction. The provisions and conditions of these Terms constitute the entire agreement between you and HM.CLAUSE related to the use of the Site and supersedes any prior agreements or understandings not incorporated in these Terms.

To the extent any of these Terms would not be enforceable under the local laws of the country from which the Site is being viewed, that term shall be severable from this agreement and the remainder of this agreement shall remain in full force and effect. The failure of HM.CLAUSE to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Last Modified:  October 28, 2014