SUPPLIER DIVERSITY IMPACT INDICATOR - TERMS OF USE

Last Updated:  December 17, 2018       

 

This Terms of Use (the “Terms of Use”) and the Order Form between you and Hootology is a contract (the “Agreement”) between client (referred to as “you”) and Hootology, LLC (“Hootology”) governing your use of Hootology’s Supplier Diversity Impact Indicator services (the “Indicator Services”). In consideration of the mutual benefits derived by each party, the parties agree to the following terms and conditions:

 

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.

 

6.       Other Terms. Hootology may amend any term of this Terms of Use at any time by providing notice to you via email or otherwise. Your continued use of the Indicator Services constitutes your acceptance of the modified or amended Agreement. The Agreement constitutes the entire agreement between you and Hootology, superseding any prior understandings between you and Hootology. This Agreement is governed by and construed in accordance with the laws of the State of Arizona. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Maricopa, Arizona. The failure of Hootology to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. This Agreement, and your rights and obligations hereunder, may not be assigned, or otherwise transferred by you without Hootology’s prior written consent.

 

 

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