[Notice to users in pop-up window: Humintell’s Online Training Tools are for personal training purposes only. All commercial use is strictly prohibited.]
IMPORTANT-READ CAREFULLY: YOUR USE OF THE HUMINTELL WEBSITE AND HUMINTELL SERVICES (COLLECTIVELY, THE “SERVICES”) IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS.
IMPORTANT-READ CAREFULLY: BY CLICKING THE “I AGREE” BUTTON OR BY UTILIZING THE HUMINTELL SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE HUMINTELL SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 13 YEARS OF AGE.
This is a legal agreement (“Agreement”) between You and the HUMINTELL, LLC for use of the Services which You selected or initiated on this website (the “Site”). “You” refers to the individual who registered and/or provided HUMINTELL his or her credit card or other payment mechanism for the Services or, if an authorized individual is purchasing the Services on behalf of an entity, then “You” refers to such entity. If You do not agree with the terms of this Agreement, or if you do not have the full right, power and authority to bind the entity on whose behalf you are purchasing the Services, click the “Cancel” button and do not use the Services.
1. SERVICES. HUMINTELL will provide the Services in accordance with this Agreement. HUMINTELL may at its sole discretion modify the features of the Services from time to time without prior notice.
2. REGISTRATION. You agree to provide complete, accurate and up-to-date information as requested on the applicable HUMINTELL registration page for each individual you register to receive Services (each a “Registered User”). (If You are an individual, You are the only permitted Registered User.)
3. SCOPE OF USE. Subject to the terms and conditions of this Agreement, HUMINTELL hereby grants You a non-exclusive, non-transferable license to access the Services solely for the personal training or personal reference of Registered Users. You shall not and shall ensure that each Registered User does not download, copy, modify, make derivative works of, disclose, resell distribute, or make any commercial use of any text, image, data or other content available via the Site or the Services, by any means or in any form, without the prior written consent of HUMINTELL. You may not resell or network the Services or their contents, make the Services or their contents available on a timeshare or service bureau basis, or otherwise use or display the Services or their contents on more than one computer or computer terminal at the same time, or permit access to the Service to persons other than Registered Users, unless permission is granted by HUMINTELL. You may not present, display, or provide the Services in large group, training, or presentational settings, without the prior written consent of HUMINTELL. You shall not use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Site, Services, or any network or networks connected to the Services or security systems. You further agree and will require all Registered Users to agree not to offer any product or service or conduct any income-generating activities based on the content of the Services.
4. Third-Party Links. HUMINTELL makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of sites accessible by hyperlink from this Site, or sites linking to this Site. The linked sites are not under the control of HUMINTELL and HUMINTELL is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. HUMINTELL is providing these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by HUMINTELL of the site or any information contained therein. When leaving the HUMINTELL site, you should be aware that HUMINTELL’s terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that site.
5. CHARGES. You agree that HUMINTELL may charge to Your credit card or other payment mechanism selected by You and approved by HUMINTELL(“Your Account”) all amounts due and owing for the Services, including Service fees, set up fees, subscription fees, overage fees, conferencing fees, or any other fee or charge associated with Your use of the Services. HUMINTELL may change prices at any time without prior notice and such new prices will apply to charges incurred by Your Account thereafter . You agree that in the event HUMINTELL is unable to collect the fees owed to HUMINTELL for the Services through Your Account, HUMINTELL may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by HUMINTELL in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that HUMINTELL may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. You will pay (and will reimburse HUMINTELL if HUMINTELL is required to pay) all taxes associated with this Agreement and the Services, excluding taxes based on HUMINTELL’s net income.
6. PROPRIETARY RIGHTS. HUMINTELL and/or its suppliers, as applicable, retain ownership of all proprietary rights in and to the Services and all trade names, trademarks and service marks associated or displayed with the Services. You will not remove, deface or obscure any of HUMINTELL’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Services.
7. TERMINATION. HUMINTELL reserves the right, without notice and in its sole discretion, to terminate this Agreement, and to block or prevent future access to and use of the Site and the Services. Sections 6 through 11, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, You must cease any further use of the Services and destroy any content or materials related to the Services within Your possession and control.
8. PROPRIETARY INFORMATION. You acknowledge that the Services contain valuable proprietary information of HUMINTELL (“Proprietary Information.”) You will maintain all such Proprietary Information in strict confidence and will not disclose it to third parties during or at any time subsequent to the term of this Agreement. You will not use any such Proprietary Information except in connection with the receipt of Services hereunder. You specifically agree not to use any Proprietary Information to provide products or services substantially similar to the products or services of HUMINTELL. If You are an entity, You will take every such action with Your Registered Users necessary to effectuate the intent of this Section, including without limitation entering into a written confidentiality agreement with such individuals containing terms no less restrictive than those contained in this Section. You acknowledge that any use of the Services or Proprietary Information contrary to this Agreement may cause irreparable injury to HUMINTELL, and under such circumstances HUMINTELL will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
9. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND HUMINTELL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. HUMINTELL MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.HUMINTELL MAKES NO WARRANTY THAT THE SERVICES WILL MEET ANY USER’S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. You agree to indemnify, defend and hold harmless HUMINTELL, its officers, directors, employees, consultants, and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Your use of the Site or the Services or Your violation of this Agreement.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HUMINTELL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THIS AGREEMENT, THE SITE, OR THE SERVICES OR MATERIALS SUPPLIED HEREUNDER, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF HUMINTELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, HUMINTELL’S MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
11. MISCELLANEOUS
11.1 Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of California, U.S.A., as applied to agreements entered into and to be performed in California by California residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving San Francisco County, California.
11.2 Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
11.3 General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. HUMINTELL may change the terms of this Agreement at any time by posting modified terms on its website. You may not assign or transfer this Agreement or any rights hereunder without the prior written consent of HUMINTELL. All notices or other correspondence to HUMINTELL under this Agreement must be sent to the HUMINTELL contact address provided on the Site, or other address as provided by HUMINTELL for such purpose. Any and all rights and remedies of HUMINTELL upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on HUMINTELL, and the exercise of any one remedy will not preclude the exercise of any other.