TERMS OF USE

This is a legal agreement (“Agreement”) between you (“You” or “Your”) and HOYOS INTEGRITY LLC and/or HOYOS INTEGRITY CORPORATION, and/or any affiliate and/or subsidiary thereof (all referred to hereinafter as “HOYOS”). By accessing, viewing, browsing, using, downloading content from this Web site (“Site”) or continuing any of these activities, You acknowledge that You have read, understood, and agree to be bound by these terms and conditions and to comply with all applicable laws and regulations. All information available on the Site is subject to U.S. control laws and may also be subject to the laws of the country where you reside. HOYOS controls and operates this Site from its offices in the USA. If You use this Site from outside the USA, You are entirely responsible for compliance with applicable local laws, including but not limited to the export and import laws of other countries in relation to the materials and third-party content. If you do not understand these Terms of Use or do not agree to be bound by them, please do not use, access, browse, or view this Site.

Without providing any notice to you, Hoyos may at any time revise the terms and conditions in this Agreement and any other information contained in the Site by updating this posting. The most current version of the Terms of Use can be found at www.hoyosintegrity.com/legal. HOYOS may also make improvements or changes in the products, services, or programs described in this Site at any time without notice. You acknowledge that HOYOS has the right to refuse or terminate Your access to the Site at any time and in its sole discretion. In the event of any violation of these terms of use, HOYOS reserves the right to seek all remedies available by law and in equity for such violations.

GENERAL

This Site contains tabs to other HOYOS sites, such as HOYOS’ privacy policies, proprietary notices, copyright and trademark information. You agree to review these notices and information and to observe and follow them.

HOYOS is the owner or a licensee of the material on this Site. The material and information on this Site are provided for the personal use of our visitors, under the Terms of Use. Unless otherwise authorized by HOYOS in writing, you may download and print one copy of the material on this Site for your personal and non-commercial use, provided that you do not modify the content or material on the site in any way, including but not limited to modifying the legal, copyright or trademark notices. No other rights or licenses are granted to you. You agree that no ownership rights to the material or information are transferred to you in any way.

Subject to and conditioned upon Your acceptance of and continued compliance with all the terms and conditions herein, HOYOS grants You a personal, non-exclusive, non-transferable, non-sub-licensable, limited permission to access and display the pages on the Site, on Your computer, tablet, wearable device or mobile phone solely for Your personal and non-commercial use of this Site. Except for the limited permission in the preceding paragraph, no other rights or license, express or implied, are granted to You under any patents, trademarks, copyrights, or other proprietary or intellectual property rights of HOYOS or third parties. Without limiting the foregoing, You may not mirror or frame any of the content from this Site on another web site or in any other media. Your failure to comply with the terms, conditions, and notices on this Site will result in automatic termination of any rights granted to You, without prior notice, and You must immediately destroy all copies of downloaded materials in Your possession or control.

The Site may contain software and other materials that are made available for downloading, access, or other use on or from this Site. Any software which You download, access or use is governed in accordance with: (i) the license terms accompanying the software; or (ii) if no license terms accompany the software, the terms of the license agreement which accompanied the original software which You are updating; or (iii) the license terms pursuant to this Agreement.

ALL CONTENTS ON THIS SITE ARE PROTECTED BY COPYRIGHT AND OTHER LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION ON THIS SITE MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM HOYOS. VISITORS OR USERS ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON THIS SITE FOR ANY PUBLIC OR COMMERCIAL PURPOSES.

DISCLAIMERS

Although HOYOS has attempted to provide accurate information on the Site, HOYOS cannot guarantee that the material, information or content on this Site are correct, current, or complete, and that this Site will not contain technical inaccuracies or typographical errors. HOYOS assumes no responsibility (and expressly disclaims responsibility) for keeping this Site current or for the inaccuracies of the information or material on the Site. As such, you should confirm the accuracy and completeness of all information before making any decision related to any services, products, or other matters described on this Site. Furthermore, HOYOS provides no assurances that any reported problems will be resolved by HOYOS, even if HOYOS elects to provide information with the goal of addressing a problem.

CONFIDENTIAL INFORMATION

HOYOS does NOT want to receive any confidential information from You on this Site. You agree not to send HOYOS any confidential information, Yours or others. You acknowledge and agree that any information You submit to HOYOS on this Site will NOT be treated as confidential. You agree to grant, and hereby grant, to HOYOS and its affiliates an irrevocable, royalty free, sub-licensable, and perpetual license under all of your intellectual property rights to use, copy, make derivatives of, display, perform, modify, and distribute any information you provide to HOYOS on any of HOYOS web sites. You also grant HOYOS the irrevocable, royalty free, perpetual right and license under all of Your intellectual property rights to use and/or exploit any information, idea, concept, know-how, technique, or innovation You submit or disclose to HOYOS on this Site.

THIRD PARTY SITES

This Site may provide links or references to non-HOYOS Sites and resources. HOYOS provides these links merely as a convenience to You and the inclusion of such links does not imply an endorsement by HOYOS. HOYOS makes no representations, warranties, or other commitments whatsoever about any non-HOYOS sites or third-party services or resources that may be referenced, accessible from, or linked to the Site. You will take all necessary precautions and assume full responsibility for verifying that these non-HOYOS sites are free from bugs, viruses, or worms and to protect Your information. You acknowledge and agree that HOYOS is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, services, products, or other materials on or available from those sites or resources. In the event You enter into any transactions with third parties, even if you learn of such parties (or use a link to such parties) from the Site, You do that at your own risk and HOYOS is in no way responsible for such transaction.

SUBMITTING CONTENT

We may provide You with the option to submit or upload content (“User Content”) to the Site. If such a feature is made available to You, You agree that You will only upload, share, post, publish, transmit, or otherwise make available (“Share”) on or through the Site User Content that You have the right and authority to Share. By Sharing User Content, You grant HOYOS and its affiliates a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, sub-licensable, and transferable license to use, publish, copy, modify, adapt, translate, perform, display, broadcast, transmit and distribute the User Content for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement the User Content into any HOYOS product or service, and to display, market, sublicense and distribute the User Content as incorporated or embedded in any product or service distributed or offered by or for HOYOS without compensation to You. You represent and warrant that: (a) You have the right and authority to grant this license; (b) HOYOS’s exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party proprietary or intellectual property rights; and (c) all moral rights in the User Content have been waived to the full extent allowed by law. If moral rights in the User Content cannot be waived, You hereby assign and agree to assign to HOYOS all Your rights thereto and will cooperate with HOYOS to record and/or secure such assignment.

You agree that You will not use the Site in a manner, nor Share any User Content, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another’s rights, including intellectual property rights; (g) You do not have the right and authority to Share and grant the necessary rights and licenses for; (h) violates or promotes the violation of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. HOYOS may report you to the relevant authorities and may act to the fullest extent of applicable laws if you transmit or upload User Content intended or designed to cause harm. Nothing in this agreement shall be construed that HOYOS has an obligation to share or upload User Content.

Without limiting any other rights or remedies available to HOYOS and without providing you any notice or warning, we may terminate Your account, remove the User Content, deny Your access to a Site or service, or terminate Your use if it is alleged that You have infringed the copyright or proprietary rights of others. HOYOS may choose in its sole and exclusive discretion to inform you of our decision to remove Your User Content and provide you an opportunity to respond to such a decision. In such an event, You must strictly abide by the terms and deadlines of such a notice.

LINKING TO THIS SITE

All links to this Site must be approved in advance and in writing by HOYOS, except that HOYOS consents to links to the Site in which the link and the pages that are activated by the link do not: (a) in any way modify the Site; (b) misrepresent Your relationship with HOYOS; (c) imply that HOYOS endorses or approves You, Your web site, or Your service or product offerings; and (d) present inaccurate or misleading information or impressions about HOYOS. As a further condition to being permitted to link to this Site, You agree that HOYOS may at any time, in its sole discretion and without any notice to You, terminate permission to link to the Site. In such event, you agree to immediately remove all links to this Site and to cease using any HOYOS trademark.

TRANSLATIONS

Any translations of the Site are provided as a convenience to You, and HOYOS makes no representations or commitments regarding the accuracy or completeness of the translation, whether or not computer-generated or performed by a person.

POLICY REGARDING VIOLATION OF THIRD PARTY COPYRIGHTS

You agree not to post, modify, distribute, or reproduce in any way copyrighted or other proprietary materials that belong to a third party without first obtaining such party’s written consent. Without providing you any notice or warning, we may terminate Your account, remove your User Content, deny Your access to a Site or service, or terminate Your use if it is alleged that You have infringed the copyright or proprietary rights of others. We may in our sole discretion attempt to contact You.

Without limiting the foregoing, if You believe that Your or another’s copyright or other rights have been infringed, please send us a written notice to the below address with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the rights You claim has been infringed; (b) a description of the copyrighted work or other work that You claim has been infringed; (c) a description of where the material that You claim is infringing is located on the Site; (d) Your address, telephone number, and email address; (e) a written 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; (f) a statement by You, made under penalty of perjury, that all the information in Your notice is accurate and that You are the copyright owner or authorized to act on behalf of the copyright owner.

Please send Your notice of claims of copyright infringement to the following address:

HOYOS INTEGRITY CORPORATION

1975 East Sunrise Blvd, Suite 400

Fort Lauderdale, FL 33304

Attn: General Counsel

Email: jshapiro@hoyosintegrity.com

 

If the disputed materials were posted by a third party identifiable through reasonable efforts, we may attempt to provide reasonable notice to the third party of the charge. If we do and if the third party responds with a valid counter-notification, we will provide You with a copy so that You may take any other steps You may deem appropriate.

DISCLAIMER OF WARRANTY

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THE SITE, AND ALL CONTENT AND MATERIAL PROVIDED ON OR THROUGH THE SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HOYOS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER 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 ALL CONTENT AND MATERIAL PROVIDED ON OR THROUGH THE SITE. HOYOS MAKES NO WARRANTY THAT: (A) THE SITE OR CONTENT/MATERIAL WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

HOYOS RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT PROVIDED ON OR THROUGH THE SITE AT ANY TIME WITHOUT NOTICE.

YOU UNDERSTAND AND AGREE THAT IF YOU ACCESS, DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR DEVICE AND HOYOS SHALL HAVE NO RESPONSIBITY FOR ANY DAMAGE TO YOUR DEVICE.

LIMITATION OF LIABILITY

IN NO EVENT WILL HOYOS OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING FROM THIS SITE OR ANY USE OF THIS SITE, OR OF ANY SITE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS SITE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF USE OF ANY DEVICE, EVEN IF HOYOS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional or different terms, conditions, and notices may apply to specific materials, information, products, software, and services offered through this Site. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms of Use. Please see the applicable agreement or notice.

CHOICE OF LAW — ARBITRATION

Any action related to these terms will be governed by the laws of the State of Florida and controlling U.S. Law without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to the exclusive jurisdiction of either State or Federal  courts located in Broward County, Florida for the resolution of all disputes arising from or related to these terms and/or your use of the Site.

In the event  that any dispute, controversy or claim arising hereunder cannot be amicably resolved, it shall be finally settled by binding arbitration. Such arbitration shall be conducted by the American Arbitration Association in accordance with the General Commercial Rules of the American Arbitration Association, as amended, with the hearing to be held in New York, New York at a location mutually agreed by the parties, or if the parties cannot agree, at the AAA Regional Office in or nearest New York City, New York. The arbitration shall be conducted in the English language. The expense of the arbitration, including without limitation costs for the arbitrator(s) and the prevailing party’s expenses and attorneys’ fees, will be borne by the losing party. The Parties agree that: (i) the award of the arbitrator shall be the final, sole and exclusive remedy between them regarding any claims, counterclaims, issues or accountings presented or pled to that arbitrator, and shall be non-appealable; (ii) any monetary award shall be promptly paid, free of any tax, deduction or offsets; and (iii) any costs, fees or taxes incident to enforcing the award shall be charged against the party resisting such enforcement. Judgment upon the award of the arbitrator may be entered and enforced in any court having jurisdiction.

 

“HOYOS INTEGRITY”, “hoyosintegrity.com” and all other HOYOS and/or  marks are trademarks of HOYOS in the United States and/or other countries. Unauthorized use or duplication of these marks is strictly prohibited by law.

The failure of HOYOS to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. This is the entire agreement between You and HOYOS as regards the Site and supersede all prior or contemporaneous negotiations, discussions or agreements. Your use of the Site, however, is subject to the additional disclaimers and caveats that may appear throughout the Site.