Last Updated: February 9, 2016
Acceptance of Portal Terms; Updates to Portal Terms
BY ACCESSING OR USING HFA PORTAL (INCLUDING ANY FEATURES, SERVICES OR MATERIALS MADE AVAILABLE THROUGH HFA PORTAL), AND/OR BY CLICKING ON THE BUTTON MARKED "ACCEPT" AT THE END OF THESE PORTAL TERMS, YOU BOTH INDIVIDUALLY AND ACTING ON BEHALF OF THE ORGANIZATION YOU PURPORT TO REPRESENT ARE ACKNOWLEDGING AND ACCEPTING THESE PORTAL TERMS AND ENTERING INTO AN AGREEMENT WITH HFA TO BE BOUND BY THE PORTAL TERMS AND REPRESENTING AND WARRANTING (1) THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE PORTAL TERMS, INCLUDING ON BEHALF OF ANY SUCH REPRESENTED ORGANIZATION; AND (2) THAT YOU ARE 18 YEARS OF AGE OR OLDER.
If you click on the button marked “Decline,” you are indicating that you do not wish to accept these Portal Terms, and you must not access HFA Portal.
PURPOSE OF HFA PORTAL. HFA Portal may provide Users with online access to offerings available to them through HFA, including the services available through HFA and the ability to participate in offerings, programs, agreements and licenses made available by HFA and third-party entities, and obtain reports concerning licensing and royalty payment activities conducted through HFA. HFA Portal is also a source of information for the music publishing community and others regarding music licensing and the services available through HFA. HFA may from time to time offer such other services through HFA Portal as HFA may determine in its discretion. If you wish to obtain more information about HFA or HFA Portal, please contact HFA's Client Services Department at email@example.com.
Limited License to HFA Portal. Subject to your full compliance with these Portal Terms, HFA grants to you a non-exclusive, nontransferable, revocable, non-sublicensable, limited license (the "License") to access and use HFA Portal, including any database associated with HFA Portal ("Database"), software provided by HFA to facilitate use of any aspect of HFA Portal ("Associated Software"), graphic, logo, image, illustration, design, icon, digital download, data compilation, article, document, product, branding, function, layout, service or written or other material that is part of HFA Portal (all such aspects of HFA Portal hereinafter collectively referred to as the "Materials"). You may use the Materials, including the Databases and Associated Software, solely as provided in these Portal Terms and solely to the extent necessary for your authorized use of HFA Portal or as expressly authorized in writing by HFA, or its applicable licensors or suppliers. You acknowledge that you do not acquire any ownership or intellectual property rights by using HFA Portal (including the Materials). HFA may terminate or limit the License and terminate or limit your access to HFA Portal at any time, including without limitation for any breach of these Portal Terms, with or without notice.
Limitations on Use of HFA Portal. Subject to the provisions set forth below under "Submissions and Third-Party Content," you may not copy, reproduce, republish, sell, upload, download, extract, reverse engineer, modify, reformat, reconfigure, extract, post, transmit or distribute HFA Portal (including the Materials), or any portion thereof, without the express prior written permission of HFA. You may not use data mining, robots or intelligent agents, or similar data gathering and extraction tools on HFA Portal. You may not use or redistribute any of the Materials on any other website or networked computer environment or otherwise for any purpose. You may not frame or utilize framing technology to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of HFA. You may not use HFA Portal for any unlawful purpose. Except as expressly provided herein, you may not restrict or inhibit any other visitor from using any aspect of HFA Portal, including, without limitation, by means of "hacking" or defacing any portion of the same. Any use of HFA Portal for purposes other than those described in and contemplated by these Portal Terms is strictly prohibited. Access to and use of the Associated Software is conditioned on acceptance of and compliance with any additional terms and conditions that may apply, including without limitation any license agreements with third parties.
No Right or License in Musical Compositions. The limited License granted to you by these Portal Terms shall in no way be deemed to grant to you any right or license in or to any musical composition, including any musical composition available for licensing through HFA. Certain licenses for the use of musical compositions represented by HFA may be requested through other services and applications offered by HFA, in accordance with the procedures, terms and conditions disclosed in connection with and governing the applicable licensing facility, including without limitation HFA Online, eMechanical, Songfile and eSynch. No license request received through HFA Portal shall result in a valid and enforceable license except according to the terms and conditions prescribed by HFA. Any alteration of a license form from that provided by HFA will render it invalid.
ACCESS AND AUTHORITY TO USE NON-PUBLIC PORTIONS OF HFA PORTAL.
Access. You are not authorized to access or use the Non-Public Portions unless you are a Registered User, as defined below. As used herein, a “Registered User” means an individual who (1) possesses an HFA-issued, currently-valid username and password for the Non-Public Portions; (2) has accepted these Portal Terms; and (3) is authorized by HFA to access and use the Non-Public Portions. Your username and additional identifying information, including whether you or the organization you represent are a publisher or licensee, will govern which specific features of and information available through HFA Portal you will be permitted to access and use. Certain individuals will be designated as Administrators (as defined below), and will be responsible for overseeing access of individuals within their organizations to HFA Portal. Please review "Administrator Responsibilities" below for additional information about the responsibilities of Administrators. The Non-Public Portions, like other areas of HFA Portal, are not intended for, and are not to be accessed by, minors.
Your Account, Username and Password. You agree to use your username, password and access to the Non-Public Portions only to conduct business on behalf of yourself (including, if applicable, the organization you represent). You further agree that you will not transfer, assign or sell your username or password to any other person, even within your organization, or permit the use thereof by anyone else under any circumstance. HFA will not be liable in the event of the loss of a username or password or the misuse by anyone of a username or password. It is your sole responsibility to secure and maintain your username and password and to keep current any personal or business information provided to HFA. You agree that you will (1) log out and close down access to HFA Portal at the end of each HFA Portal session; and (2) immediately notify your Administrator(s) (as defined below) of your loss, or any unauthorized use of, your username and/or password or account, or any other breach of security. You have the option to change your password as often as you wish by creating a new password. It is recommended that you change your password at least once every 60 days.
Deactivation of Registered Users. Each of HFA and your Administrator(s) has the right to deactivate you as a Registered User at any time for any reason, including without limitation for the reason that (1) you are terminating your employment with your organization; (2) your Registered User account will be inactive for an extended period of time; or (3) there is reason to believe that you have violated or will violate these Portal Terms. Upon any deactivation of your account by HFA or your Administrator(s), your License to HFA Portal will automatically terminate and you agree that you will cease use of HFA Portal immediately.
Administrator Responsibilities. Each User has designated or will designate at least one authorized employee to serve as its administrator for purposes of overseeing access of the organization's employees and other authorized representatives to HFA Portal ("Administrator"). The Administrator will be responsible for creating and maintaining Registered User accounts on behalf of the Administrator's organization, including distributing usernames and initial passwords to each Registered User. The Administrator will have access to the complete range of features and services available through HFA Portal to Users, as applicable. The Administrator shall determine which features and services each Registered User may access by selecting and assigning one or more group-level permissions ("Groups") (descriptions of which are available to Administrators through HFA Portal) to each Registered User based on each such Registered User's need and appropriateness to access specific HFA Portal features or services. Each Administrator is responsible for overseeing and monitoring access by its organization's Registered Users to the Non-Public Portions. If you are an Administrator, you must deactivate Registered User accounts when Registered Users no longer require access to HFA Portal for any reason, including without limitation because they are no longer employed by your organization, are on an extended leave of absence or have violated these Portal Terms. If you have reason to believe that a password is being misused by a Registered User or used by an unauthorized person, you must deactivate the account, and notify our Client Services Department immediately at firstname.lastname@example.org. The Administrator(s), and the Users they represent, are solely responsible for the conduct of the individuals they authorize to access HFA Portal on behalf of their organization. Although HFA is not responsible for monitoring access to HFA Portal by an organization's Registered Users, HFA reserves the right to deactivate any Registered User's access to HFA Portal at any time.
Primary Administrator; Changing or Adding Administrators. The person initially designated to act as Administrator on behalf of an organization ("Primary Administrator") has the authority to designate one or more additional Administrators for their organization, who will have the same privileges and responsibilities as the Primary Administrator and who can, in turn, designate additional Administrators. All Administrators are bound by these Portal Terms, including the provisions specifically applicable to Administrators. Users are obligated to immediately notify HFA's Client Services Department, at email@example.com, of any change in their Primary Administrator.
Authority to Transact Business Through HFA Portal. Each User, acting through its Administrator, by providing a username and password to an employee, representative or any other individual (including the Administrator) (1) agrees that each person to whom it assigns to a Group with permission to request, approve or accept licenses or license terms or to conduct other transactions on the organization's behalf has authority to enter into binding agreements and licenses on behalf of such User; (2) agrees that each person whom it assigns to a Group with permission to access or modify data involving such User has authority to obtain, review and/or modify such data; and (3) assumes full responsibility for all activities of such person in connection with HFA Portal.
ADDITIONAL TERMS AND CONDITIONS RELATING TO PARTICULAR SERVICES AND TRANSACTIONS. There may be additional terms, conditions and limitations applicable to particular services and transactions conducted through HFA Portal, which may be set forth by HFA throughout HFA Portal. Such additional terms, conditions and limitations are supplemental to, and apply in addition to, these Portal Terms.
CHANGES TO ORGANIZATION'S RELATED ENTITIES. In some cases HFA may be notified of a change in the particular entities or catalogs owned or administered by, or related to, a User. HFA reserves the right to make appropriate changes to its Databases and ongoing licensing practices to reflect such a change in relationship. For example and without limitation, in the case where a publisher is acquired or becomes administered by another publisher that acts as a "top level" publisher (i.e., controlling organization) according to HFA's records, certain licensing authorizations of the newly acquired or administered publisher may be adjusted to reflect the licensing authorizations of the "top level" publisher, including without limitation any "opt-in" or "opt-out" authorizations of the "top level" publisher.
USE OF APPLETS. Use of certain applications and functionalities available through HFA Portal may require the transfer or download onto your computer of software "applets" (e.g., small, cross-platform compatible pieces of executing code) such as to enable communication between your computer and HFA's computers, and/or to execute such applications or functionalities. You agree to the transfer of such applets onto your computer system for the limited purpose of allowing you to access and use of any such applications and functionalities available through HFA Portal.
INTELLECTUAL PROPERTY; PROPRIETARY RIGHTS.
General. HFA Portal, and the Materials included on HFA Portal contain and comprise copyrighted and proprietary subject matter. Your rights with respect to your use of HFA Portal (including the Materials) are governed by all the terms and conditions of these Portal Terms and the limited License granted hereunder, as well as all applicable laws, including but not limited to intellectual property laws.
Copyright. All Materials included on HFA Portal (including the compilation, selection, coordination, arrangement and enhancement of all Materials on HFA Portal) are the property of HFA, its suppliers and/or its licensors and are protected by U.S. and international copyright laws. All Associated Software is the property of HFA, its suppliers and/or its licensors, and protected by U.S. and international copyright laws. You acknowledge that all such rights are valid and enforceable. You may not remove or obscure any copyright or other proprietary notices contained on HFA Portal (including the Materials).
Trademark. www.HarryFox.com, HarryFox.com, harryfox.com, www.harryfox.com, Songfile, eSynch and other marks indicated throughout HFA Portal, including the abbreviation "HFA," the splash screen and other graphics, logos, page headers, button icons, scripts, and service names (collectively, the "Marks") are trademarks, service marks and/or trade dress of HFA or third parties. You are not permitted to use any Marks without the prior written consent of HFA or such third party that may own such Marks.
Patent. HFA Portal and/or portions thereof may be protected under patent law and may be the subject of issued patents and/or patent pending applications.
DIGITAL MILLENNIUM COPYRIGHT ACT - NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT. HFA is registered as an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "DMCA") and avails itself of the protections under the DMCA. HFA reserves the right to remove any content from HFA Portal, including without limitation any content alleged to infringe any third-party copyright. In appropriate circumstances, HFA may terminate the access of Users who are copyright infringers. If you believe in good faith that any of the Materials hosted by HFA on HFA Portal infringes your copyright, you (or your agent) may send to us a notice requesting that the allegedly infringing material be removed, or access to it be blocked. The notice must include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on HFA Portal are covered by a single notification, a representative list of such works); (3) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow HFA to locate the material on HFA Portal; (4) the name, address, telephone number and email address (if available) of the complaining party; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (6) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed with HFA against you, the DMCA permits you to send to HFA a counter- notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. (See 17 U.S.C 512(c)(3) for details). Notices and counter-notices with respect to HFA Portal must be in writing and directed by email to DMCA@HarryFox.com, or by regular mail to General Counsel/Copyright Agent, The Harry Fox Agency LLC, 40 Wall Street, 6th floor, New York, NY 10005, Attn: DMCA Notice. You may contact our agent by telephone at 212-370-5330. We suggest that you consult your legal advisor before serving a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
THIRD-PARTY WEBSITES. HFA Portal may contain links to websites of third parties that are not under HFA's control. HFA makes no representations of any kind regarding the content of such third-party websites and you hereby irrevocably waive any claim against HFA with respect to such websites. You agree that any time you access a third-party website that is linked through HFA Portal, you do so at your own risk. HFA is not responsible for the accuracy or reliability of any information or materials contained on any third-party websites. HFA may make available links to other websites merely as a convenience to you. Any comments regarding any of these other websites, including the materials and resources contained on them, should be directed to the entity whose website contains these materials or resources. However, HFA requests that it be copied on any complaint addressed to any of these third-party websites.
A third-party website that links or seeks to link to HFA Portal: (1) may link to the home page of www.HarryFox.com (or any other page that HFA may designate from time to time), but not replicate any of the Materials; (2) may not create a browser, border or frame environment around HFA Portal's content; (3) may not imply that HFA is endorsing it or its products; (4) may not misrepresent its relationship with HFA, its publishers or licensees; (5) may not use any HFA logo or other proprietary graphic or trademark as part of any link or otherwise without HFA's express prior written permission; and (6) may not portray HFA, its related legal entities, directors, officers, employees, publishers or licensees or their services in a false, misleading, derogatory, or otherwise offensive manner. A third-party website seeking to link to HFA Portal must not violate any laws, advocate unlawful activity or contain content that is not appropriate for all ages. HFA expressly reserves the right to remove any links to HFA Portal or request that you remove any links to HFA Portal that are not in compliance with these Portal Terms.
Your use of third-party websites and other third-party materials and resources is at your own risk and is subject to any additional terms, conditions and policies applicable to such third-party websites, materials and resources (such as Terms of Service or Privacy Policies of the providers of such third-party websites, materials and resources).
THIRD-PARTY PRODUCTS AND SERVICES. From time to time, HFA may have the opportunity to offer you products and services from third-party vendors, including at discounted prices and through special arrangements. Please be aware, however, that HFA cannot take any responsibility for such third-party products and services. Please address any inquiries or concerns you may have about such products and services directly to the relevant vendor. Also, please note that in some cases, HFA may receive a referral fee from the vendor for making the goods and services available to you. By taking advantage of the offer made available through HFA, you are agreeing to any such fee arrangement.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; RELEASE.
General Disclaimers. HFA PROVIDES HFA PORTAL AND THE MATERIALS "AS IS" AND "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. HFA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. HFA DOES NOT WARRANT THAT YOUR USE OF HFA PORTAL OR THE ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT HFA PORTAL, THE SERVER(S) ON WHICH HFA PORTAL IS HOSTED OR THE ASSOCIATED SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, CABLE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE HFA PORTAL, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF HFA PORTAL AND THE ASSOCIATED SOFTWARE AND YOUR RELIANCE THEREON.
Although we attempt to ensure the integrity of HFA Portal, we make no guarantees as to its completeness or correctness. In the event that a situation arises in which HFA Portal's completeness or correctness is in question, please contact our Client Services Department at firstname.lastname@example.org and, if possible, provide a description of the material to be checked and the specific location (URL) where such material can be found on HFA Portal, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see the section on "Digital Millennium Copyright Act - Notification Of Alleged Copyright Infringement," above.
HFA hopes and believes that the Materials will be helpful as a background reference, but they should not be construed as legal, accounting or other professional advice on any subject matter. In addition, HFA strives to provide accurate information, but HFA is not engaged in providing legal, accounting or like professional services, and availability or use of the Materials is not intended to create, and does not create, any such professional services relationship. Use of the Materials is not an adequate substitute for obtaining legal, accounting or other professional advice from a licensed provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Materials without first seeking the services of a competent professional.
Disclaimers Regarding the Databases. DATA CONTAINED IN THE DATABASES HAS BEEN PROVIDED TO HFA BY ITS PUBLISHERS, LICENSEES AND OTHERS. HFA MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE DATA MADE AVAILABLE THROUGH HFA PORTAL. HFA SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ON THE PART OF ANY COVERED PARTY (AS DEFINED BELOW) FOR ANY LOSS OR DAMAGES WHICH MAY BE INCURRED, DIRECTLY OR INDIRECTLY, AS A RESULT OF THE USE OF THE INFORMATION IN THE DATABASES, OR FOR ANY OMISSIONS OR ERRORS CONTAINED IN THE DATABASES.
In some cases, the copyright ownership information shown for a song may not reflect actual copyright ownership of a song, or may no longer be current. Songs listed in HFA's database may not be fully represented or represented at all by HFA, and may not be licensable through HFA. The data contained in online licensing reports and statements may no longer be current at the time such data is accessed through HFA Portal.
Limitation of Liability. A COVERED PARTY (AS DEFINED BELOW) SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM (1) ANY ERRORS OR OMISSIONS IN, OR THE CONTENT OF, THE MATERIALS; (2) THE UNAVAILABILITY OF HFA PORTAL, OR ANY FEATURES THEREOF, OR ANY MATERIALS; (3) ANY DAMAGE TO A COMPUTER SYSTEM OR LOSS OF DATA IN CONNECTION WITH THE USE OF HFA PORTAL OR THE MATERIALS; (4) ANY UNAUTHORIZED TRANSACTION OR MISUSE OF HFA PORTAL, THE MATERIALS OR YOUR DATA BY AN EMPLOYEE OR ANY OTHER PARTY; AND/OR (5) ANY LOSS OR MISUSE OF A USERNAME OR PASSWORD.
"COVERED PARTY" MEANS (1) HFA, ITS RELATED LEGAL entities, AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, REPRESENTATIVE, SUCCESSOR OR ASSIGN OF HFA OR ITS RELATED LEGAL ENTITIES; AND (2) EACH THIRD-PARTY SUPPLIER OF MATERIALS, THEIR AFFILIATES, AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, REPRESENTATIVE, SUCCESSOR OR ASSIGN OF ANY THIRD-PARTY SUPPLIER OF MATERIALS OR ANY OF THEIR AFFILIATES.
IN ADDITION TO THE MORE SPECIFIC DISCLAIMERS OF ALL LIABILITY SET FORTH ABOVE, A COVERED PARTY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OR USE OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, COVERED PARTIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE HFA PORTAL OR FROM ANY MATERIALS, SERVICES OR THIRD PARTY MATERIALS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH HFA PORTAL OR ANY MATERIALS, SERVICES OR THIRD PARTY MATERIALS IS TO STOP USING HFA PORTAL. THE MAXIMUM AGGREGATE LIABILITY OF COVERED PARTIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE TEN U.S. DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE PORTAL TERMS) ARE MADE ON BEHALF OF BOTH HFA AND THEIR RELATED LEGAL ENTITIES.
Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.
Release. HFA ACTS MERELY AS AN INTERMEDIARY IN THE TRANSACTION PROCESS OR AN INTERMEDIARY ON BEHALF OF DISCLOSED PUBLISHERS AS AN AGENT AND IS NOT A PRINCIPAL IN ANY TRANSACTION BETWEEN A PUBLISHER AND LICENSEE OR BETWEEN USERS AND THIRD-PARTIES MAKING OFFERS AVAILABLE THROUGH THE HFA PORTAL. WHERE HFA HAS ACTED AS AN INTERMEDIARY, HFA, ITS RELATED LEGAL ENTITIES, AND ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS AND ASSIGNS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM, DEMAND, DAMAGE (ACTUAL, CONSEQUENTIAL, SPECIAL OR OTHER), OR LIABILITY (VICARIOUS OR OTHERWISE) OF ANY KIND OR NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACTIONS OF ANY PUBLISHER, LICENSEE, USER OR THIRD-PARTY THAT MAKES OFFERS AVAILABLE THROUGH THE HFA PORTAL OR ANY DISPUTE BETWEEN OR AMONG ONE OR MORE OF SUCH USERS, INDIVIDUALS OR ORGANIZATIONS.
TO THE EXTENT IT MAY APPLY, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS:
(GENERAL RELEASE – CLAIMS EXTINGUISHED.) A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Indemnification. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless any Covered Party from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, HFA Portal (including any material submitted by you in connection with HFA Portal); and (b) any violation or alleged violation of these Portal Terms by you.
LEGAL NOTICES UNDER CALIFORNIA LAW. Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:
Pricing Information. Current fees for our services may be obtained by contacting HFA's Client Services Department, at clientservices@HarryFox.com or 212-834-0100. HFA reserves the right to change its fees or to institute new fees at any time.
Complaints. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 916-445-1254 or 800-952-5210.
We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Please note that HFA does not endorse any of the products or services listed on such sites.
MISCELLANEOUS. If any provision of these Portal Terms is held to be invalid or unenforceable, such provision shall be modified so that it is valid and enforceable while reflecting to the greatest extent possible the original intent of the parties, and the remaining provisions shall be enforced pursuant to these Portal Terms. You agree that these Portal Terms and all agreements incorporated herein may be assigned by HFA, in its sole discretion, to a third party. You may not assign these Portal Terms or any agreement incorporated herein without the prior written consent of HFA. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the text to which they pertain. Any use of the term “including” or variations thereof in these Portal Terms shall be construed as if followed by the phrase “without limitation.” HFA's failure to act with respect to a breach by you or others does not waive HFA's right to act with respect to subsequent or similar breaches. These Portal Terms, and any additional terms or conditions set forth by HFA in connection with specific services or features made available through HFA Portal, which are incorporated herein by reference, collectively set forth the entire understanding between you and HFA with respect to the subject matter hereof and thereof.
JURISDICTIONAL ISSUES. HFA Portal is controlled or operated (or both) from the State of New York, U.S.A., and is not intended to subject HFA or any of its related legal entities, officers, directors, employees, subcontractors, agents, representatives, successors or assigns to the laws or jurisdiction of any state, country or territory other than the State and County of New York and the United States of America. You (including the organization you represent, if any) agree to submit to the exclusive jurisdiction of any state or federal court located in the County of New York, New York State, and waive any jurisdictional, venue or inconvenient forum objections to such courts. HFA does not represent or warrant that HFA Portal, the Materials or any specific features or services that may be accessible through HFA Portal are appropriate or available for use in any particular jurisdiction. Those who choose to access HFA Portal and the organizations they represent do so on their own initiative and at their own risk, and are responsible for complying with local laws, if and to the extent local laws are applicable. HFA may limit the availability of HFA Portal and/or specific features or services of HFA Portal with respect to any person, geographic area or jurisdiction we choose, at any time, in our sole discretion.
APPLICABLE LAW. The laws of the State of New York, without regard to principles of conflict of laws, will govern these Portal Terms with HFA and any dispute of any sort that might arise between you (including the organization you represent) and/or HFA and/or any User or third-party making an offer(s) through the HFA Portal arising from or related to these Portal Terms. You agree to exclusive jurisdiction of the state and federal courts sitting in the County of New York, New York State, U.S.A., which shall be the exclusive and proper forums for any legal controversy arising out of or in connection with these Portal Terms, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users.