Last Updated: December 17, 2018
1. Indicator Services and IP. Hootology shall provide the Indicator Services to you for purposes of measuring your supplier diversity program. The Indicator Services, all intellectual property rights in the Indicator Services, and all Hootology confidential (non-public) information, proprietary information, templates, or methodologies for performing the Indicator Services belong exclusively to Hootology (the “Hootology IP”). Excluding any Hootology IP, the final report created by Hootology in performing the Indicator Services will be owned exclusively by you following full payment for the Indicator Services. You agree to provide all reasonably requested information, documents, materials, or other items required by Hootology to perform the Indicator Services.
2. Fees and Payment. You agree to pay the subscription fee indicated in the Order Form between Hootology and you (“Subscription Fee”) pursuant to the payment terms set forth in the Order Form. If not provided in the Order Form, all subscription fees shall be invoiced following signing of the Order Form and due within fifteen (15) days of receipt of invoice by you. All fees are non-refundable. Failure to pay the Subscription Fees when due will result in Hootology suspending the Indicator Services. You understand that all amounts payable under this Agreement exclude all applicable sales, use, excise, and other similar taxes (other than taxes based on Hootology’s income).
3. Term and Termination. This Agreement is effective as of the effective date of the Order Form (“Effective Date”) until completion of the Indicator Services (the “Term”). Either party may terminate the agreement, effective immediately, if the other party breaches any term of the Agreement and such failure continues for a period of five (5) business days without cure.
4. Limitation of Liability. INFORMATION AND MATERIALS IN THE INDICATOR SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL HOOTOLOGY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE INDICATOR SERVICES, EVEN IF HOOTOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT HOOTOLOGY WILL NOT BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR ANY AMOUNT IN EXCESS OF ONE THOUSAND DOLLARS ($1,000).
5. Warranty Disclaimer. HOOTOLOGY MAKES NO WARRANTIES AND ALL WARRANTIES EXPRESS OR IMPLIED ARE EXPRESSLY DISCLAIMED BY HOOTOLOGY. HOOTOLOGY DOES NOT PROVIDE ANY GUARANTEES RELATED TO THE INDICATOR SERVICES. You agree and understand that (a) information offered by the Indicator Services in any situation does not constitute a recommendation or advice by Hootology or any of its principals; and (b) you assume responsibility for actions undertaken in connection with your use of the Indicator Services in any capacity.