Universal Terms of Service for Hometown Living Network Software Licenses and / or Services
Please read this document carefully. It contains important information about your relationship to Hometown Living, including your legal rights and remedies.
This Agreement (“Agreement”) is by and between Hometown Living Network (“Hometown Living”) a Massachusetts LLC and /or any Licensor or successor of Hometown Living Network that may at a future date enter into a business relationship with Hometown Living Network (“Licensor”), who are known collectively as “HTL” in this document, and you, your heirs, agents, successors, and assigns, or anyone or any entity who accepts this Agreement in your behalf, who are referred to in this document collectively as “You” or “Your”. This Agreement is made effective as of the date of electronic execution. This Agreement shall both bind and also benefit the Parties and the respective heirs, successors, and assigns.
In addition to the above constructions, within this Agreement, the terms “We”, “Us”, and “Our” refer to HTL.
This Agreement sets forth the general terms and conditions of Your use of HTL software licenses (“Software Licenses”) and / or services (“Services”) and explains HTL’s obligations to You and Your obligations to HTL in relation to the Software Licenses and / or Services You purchase. In the remainder of this Agreement, such Software Licenses and / or Services are known collectively as “Offerings”. This Agreement is in addition to, and not in lieu of, any other Agreements that may apply to particular Offerings.
Your electronic acceptance of this Agreement, by any sequence of actions by you, including, but not limited to, any form of electronic acceptance, signifies that you have read it, understand it, acknowledge it, and agree to be bound by it.
This Agreement, as well as any additional HTL policies and Agreements, including but not limited to those shown below this paragraph, together with all modifications to them, constitute the complete and exclusive agreement between You and HTL concerning Your use of HTL ‘s Offerings, and supersede and govern all prior proposals, agreements, or other communications. All HTL policies and agreements specific to particular Offerings are incorporated into this Agreement and are made part of this Agreement by reference. By purchasing HTL ‘s Offerings, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which HTL may establish from time to time, and any agreements that HTL is currently bound by or will be bound by in the future. You may view the latest versions of these Agreements on the HTL website. If you do not agree to be bound by these Agreements in their most recent revised form, do not use, or continue to use, either the HTL website or HTL’s Offerings.
As discussed above, you also agree to abide by the following policies and Agreements, which are incorporated by reference into this Agreement, and which are subject to revision, as well:
- HTL’s Anti-Spam Policy
- HTL’s Refund Policy
- HTL’s Trademark and Service Mark Policy
HTL may communicate some important changes via email. You agree that it is your responsibility to maintain an email address accessible by HTL, and to monitor it regularly for changes to this or related HTL policies and / or Agreements. You further agree that HTL has no liability or responsibility for your failure to receive an email notification for any reason.
In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You’ve established with HTL, whether or not the transactions were made in Your behalf.
A. GENERAL TERMS APPLICABLE TO ALL OFFERINGS
1. TERM OF AGREEMENT; MODIFICATIONS
You agree that HTL may modify this Agreement and the Offerings from time to time. You agree to be bound by any changes HTL may reasonably make to this Agreement whenever such changes are made. You agree to review the current state of this Agreement, as posted on the HTL website, from time to time, not to exceed 30 day intervals, to determine if such changes have been made and, if so, how they affect You. If You have purchased Offerings from HTL, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Offerings. You agree that HTL shall not be bound by any representations made by third parties whom You may use to purchase Offerings from HTL. You agree that any statement of a general nature, which may be posted on HTL ‘s Web site or contained in HTL ‘s promotional materials, which may be found to conflict with terms or provisions of this Agreement, in whatever form it exists at the time, will be superseded by the terms of such agreement, and in such cases, will not bind HTL. HTL may, at times, offer certain promotions with different charges and features; however, none of such promotions shall modify this Agreement.
You agree that You will be responsible for notifying HTL should You desire to terminate Your use of HTL ‘s Offerings. Notification of Your intent to terminate must be provided to HTL no earlier than 10 days prior to Your billing date, but no later than three days prior to Your billing date.
You agree not to rely on any assumptions of any future availability of any Offering You have not yet actually purchased from HTL for any purpose whatsoever, including business or personal.
1. ACCURATE INFORMATION
You agree to maintain accurate information by providing updates to HTL, as needed, while You are using HTL ‘s Offerings. You agree You will notify HTL within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by HTL to determine the validity of information provided by You will constitute a material breach of this Agreement.
You further agree to notify HTL immediately of any breach of security or unauthorized use of your HTL Offerings or of any information supporting such use. HTL will not be responsible for any losses You may incur, for whatever reason, as a result of any such breach, unauthorized use, or information. You may be liable for any loss HTL or others incur caused by Your Offerings, whether such loss be caused by You, someone acting with Your permission, or by an unauthorized person or persons.
For some HTL operations, including, but not limited to, accessing the HTL websites and Offerings, Your communications may result in the transfer of information, including Your account information, across international borders. You agree to such transfers.
3. ACCOUNT SECURITY
You agree that You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, and shopper PIN (collectively, the “Account Access Information”). You agree to check Your account or accounts with HTL from time to time, to insure that no unauthorized usage is occurring or has occurred, and if You determine that it has, to notify HTL as soon as possible. You agree that You are entirely responsible for any and all activities that occur under Your account. You agree to notify HTL immediately of any unauthorized use of Your account or any other breach of security. You agree that HTL will not be liable for any loss that You may incur as a result of someone else’s use of Your Account Access Information, either with or without Your knowledge. You further agree that You could be held liable for losses incurred by HTL or another party due to someone else’s use of Your Account Access Information.
For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that HTL has no responsibility whatsoever to preserve any data, passwords, account information, or other assets for you, and that you are solely responsible for providing adequate backup, recovery, and archival activities with regard to any information or data originated by You or over which You have discretionary oversight. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. HTL specifically disclaims liability for any activity in Your account, whether authorized by You or not.
4. NO UNLAWFUL CONDUCT OR IMPROPER USE
As a condition of Your use of HTL ‘s Offerings, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules, or requirements. You agree that You will not be entitled to a refund of any fees paid to HTL if, for any reason, HTL takes corrective action with respect to Your suspected or proven improper or illegal use of its Offerings.
HTL reserves the right at all times to disclose any information as HTL deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part, at HTL ‘s sole discretion.
If You have purchased Offerings, HTL has no obligation to monitor Your use of the Offerings. HTL reserves the right to review Your use of the Offerings and to cancel the Offerings at its sole discretion. HTL reserves the right to terminate, suspend, or lock Your access to the Offerings at any time, without notice, for any reason whatsoever.
HTL reserves the right to terminate, suspend, or lock Offerings if Your usage of the Offerings results in, or is the subject of, legal action or threatened legal action, against HTL or any of its affiliates, partners, customers, or employees, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. HTL may review every account for excessive space and bandwidth utilization and may terminate, suspend, or lock or apply additional fees to those accounts that exceed allowed levels.
Except as set forth below, HTL may also cancel Your use of the Offerings, after thirty (30) days, if You are using the Offerings, as determined by HTL at its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to:
- Activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
- Activities prohibited by the laws of the United States and/or foreign territories in which You conduct business, including but not limited to the following:
o The International Traffic in Arms Regulations (ITARs),
o Laws and Administrative Acts regarding the export or re-export of data or software promulgated by the United States Department of Commerce, the United States State Department, the United States Department of Commerce, the United States Department of the Treasury, including the Office of Foreign Assets Control (OFAC);
o Laws prohibiting the download or export of software or data to nationals or residents of any country with which the United States has trade embargoes or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Department of Commerce’s Denied Persons List, or to any other denied parties lists under U.S. Export Laws, including anti-Boycott laws; and
o Laws or activities regulating money laundering, drug trafficking, contraband, or trafficking in stolen property;
- Activities designed to encourage unlawful behavior by others, such as hate speech or hate crimes, terrorism, acts of war, rebellion, or insurrection, violence against people, animals, or property, intolerance against protected classes, or child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable;
- Activities designed to impersonate the identity of a third party, to illegally access other computers or networks (i.e., cracking or hacking), or to distribute Internet viruses, bugs, phishing operations, Trojan horses, rootkits, worms, robots, zombies, botnets, screenscrapes, or similar destructive activities intended to damage, destroy, disrupt, or limit the functionality of any software, hardware, or connected devices;
- Activities which interfere with, alter, or modify in any way the operation of HTL’s business, including but not limited to, its Site, computers, networks, or other business assets, including false, defamatory, or unsubstantiated language, or comparative claims regarding HTL or its Offerings;
- Activities which access HTL’s assets by any means other than those provided by HTL;
- Activities intended to or having the effect of violating the Ryan Haight Pharmacy Consumer Protection Act of 2008 or other similar laws, or promotes, encourages, or engages in sales or distribution of medications requiring a prescription, without a valid prescription;
- Activities which infringe or violate intellectual property rights of third parties;
- Activities which infringe or violate the privacy or publicity rights of third parties or violates such prior agreements for non-disclosure as You may have with third parties;
- Activities intended to or having the effect of collecting or harvesting content on any HTL asset posted by any third party or by HTL itself, or any non-public or personally identifiable information about another User or any other person or entity, or other legally protected information or data, without the express prior written consent of the legal owner; and
- Activities designed to harm or use unethically minors in any way.
HTL does not and cannot represent or warrant that the use of its website or its Offerings is or are legal and / or appropriate or advisable for every country, local jurisdiction, or other area. Access to the HTL website and the purchase or use of its Offerings in jurisdictions where prevailing law makes such actions illegal is expressly prohibited.
Notwithstanding anything to the contrary herein, in the event HTL cancels Your Offerings during the first thirty (30) days after You purchase the Offerings, You will receive a refund of any fees paid to HTL in connection with the Offerings being canceled. In the event HTL deletes Your Offerings because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to HTL if, for any reason, HTL takes corrective action with respect to Your improper or illegal use of its Offerings.
5. NO SPAM; LIQUIDATED DAMAGES
You agree that HTL may immediately terminate, suspend, or lock any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated, then You agree to pay HTL liquidated damages of $1 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account; otherwise, You agree to pay HTL ‘s actual damages. You acknowledge you have read, understand, and agree to the terms of HTL’s Anti-Spam Policy referenced earlier in this Agreement, and incorporated by reference into this Agreement.
6. INTELLECTUAL PROPERTY
You agree that HTL or its Licensor holds all rights, title, and interest in all Software and Offerings and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You, and You agree to make no claim of interest in any such Offerings or other intellectual property.
You understand and agree that all content and materials contained in this Agreement, other policies, the HTL web site, and any affiliated web sites, are protected by the various copyright, patent, trademark, service mark, and trade secret laws of the United States and other nations as established by treaty, as well as any other applicable proprietary rights and laws, and that HTL or its Licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of HTL or its Licensor. No license or right under any copyright, patent, trademark, service mark, trade secret, or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
7. LINKS TO THIRD PARTY WEBSITES
HTL’s website may, from time to time, contain links to third party websites. HTL may or may not have control over any aspect of those websites. You agree that HTL shall not be liable for any harm, loss, or damages incurred by any party as a result of Your visiting such websites, irrespective of the manner by which You came to do so. You agree that, if You have any reservations about visiting such third party sites, You will not access them. You agree that Your access of any of HTL’s assets constitutes express release of liability by You of HTL for any loss you or any third party may incur as a result of your access of such sites. You are cautioned to carefully review all materials at your disposal prior to accessing such sites, since You do so entirely at Your own risk.
8. USE OF INTRUST NETWORK’S SOFTWARE
If You have licensed the use of Software from HTL, HTL grants You a limited, non-exclusive, nontransferable and non-assignable license to use the Software for such purposes as are ordinary and customary. You are free to use the Software on any computer, but not on two or more computers at one time.
You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile, or otherwise attempt to uncover the source code, algorithms, processes, data designs, timing, event triggers, or stored procedures associated with the Software.
HTL reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of HTL. The source code and its organization are the exclusive property of HTL, and the Software is protected by copyright, including United States and applicable International Copyright Law, as well as trade secret laws. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software, and all rights are reserved by DNI.
HTL PROVIDES THIS SOFTWARE “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. FEES AND PAYMENTS
As consideration for the Offerings purchased by You and provided to You by HTL, You agree to pay HTL at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Offerings are suspended, terminated, locked, or transferred prior to the end of the Offerings term. HTL expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by You by providing either a valid credit or debit card, a PayPal payment. HTL transactions are governed by the HTL Refund Policy, which is published on the HTL website.
If You signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You purchase the Offerings, unless that date falls after the 28th of the month, in which case Your billing date will be the 28th of each month. If You signed up for an annual (or longer) payment plan, and You elected the automatic renewal option, HTL will automatically renew Your Offerings when they come up for renewal and will take payment from the Payment Method You have on file with HTL, at HTL ‘s then-current rates.
If for any reason HTL is unable to charge Your Payment Method for the full amount owed HTL for the Offerings provided, or if HTL is charged a penalty for any fee it previously charged to Your Payment Method, You agree that HTL may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason HTL is unable to charge Your credit card with the full amount of the Offerings provided, or if HTL is charged back for any fee it previously charged to the credit card You provided, You agree that HTL may pursue all available remedies in order to obtain payment. You agree that, among the remedies HTL may pursue in order to effect payment, are included, but will are not limited to, immediate cancellation without notice to You of any domain names or Offerings registered or renewed on Your behalf. HTL reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Offerings, including additional costs that it may incur in providing the Offerings, and pass fees along to You. These fees include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, including PayPal and Certegy, Inc., and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your Account Manager. For HTL orders where payment has not been received or HTL has received a chargeback for any portion of the transaction, You agree that in, addition to any administrative fees DNI may charge for the handling of the chargeback, HTL may also pursue all available lawful remedies to collect payment plus applicable fees, or obtain property for which it was not legally paid.
You agree that You are solely liable for arranging that Your Offerings are renewed, and that HTL shall not be liable to You or to any third party if it is unable to charge Your Payment Method in order to renew Your Offerings. Further, HTL shall not be responsible for giving notice of the expiration of any Offerings, or for the expiration of any registrations or for the timing of any important dates, and shall in no way be liable for any such expirations or their consequences.
b Pay by PayPal
By using HTL ‘s pay by PayPal, Inc. (“PayPal”) option (“Pay by PayPal”), You can purchase HTL Offerings using PayPal. In consideration of Your purchase of for the Offerings provided to You by HTL, You agree to allow PayPal to debit the full amount of this transaction from Your PayPal account balance or the Preferred Funding Source You established with PayPal, which is non-refundable.
It is Your responsibility to keep Your PayPal Account current and to have available funds in it or to have funding sources with available funds enabled. You agree that PayPal and HTL will not be responsible for payments that fail to go through as a result of Your Funding Source’s being inaccessible, no longer in existence, or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for the Offerings provided, You agree that PayPal and HTL may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account by PayPal or charged to Your Preferred Funding Source.
By clicking the box labeled “I agree”, referring to the Pay by PayPal terms, You agree to the terms of this Section of this Agreement, and You further authorize that the information You provided be used for the creation of PayPal funds transfer, and You authorize a debit of THE FULL AMOUNT of Your order from Your PayPal Account or Preferred Funding Source.
c. Pay by Credit Card
By using HTL ‘s pay by Credit Card (“Credit Card”) option (“Pay by Credit Card”), You can purchase HTL Offerings using a credit card. In consideration of Your purchase of for the Offerings provided to You by HTL, You agree to allow the financial institution issuing your credit card to debit the full amount of this transaction to Your credit card account balance, which is non-refundable.
It is Your responsibility to keep Your credit card Account current and to have available credit in it. You agree that your financial institution and HTL will not be responsible for payments that fail to go through as a result of credit card account’s being inaccessible, no longer in existence, or having insufficient credit reserves. If for any reason your financial institution is unable to debit the full amount owed for the Offerings provided, You agree that your financial institution and HTL may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited to Your account by your financial institution.
By clicking the box labeled “I agree”, referring to the Pay by Credit Card terms, You agree to the terms of this Section of this Agreement, and You further authorize that the information You provided be used for the creation of the credit card funds transfer, and You authorize a debit of THE FULL AMOUNT of Your order to Your credit card account.
10. REPRESENTATIONS AND WARRANTIES
You, or the individuals who electronically execute this Agreement on behalf of You, represent and warrant that they have the right, power, legal capacity, and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done in good faith and that You have no knowledge of such action’s infringing upon or conflicting with the legal rights of any third party or any third party’s trademark, service mark, or trade name.
You represent and warrant that You are not a national or resident of, located in, or under the control of, any restricted country; that You are not on any denied parties list; and that You agree to comply with all United States Export Laws, including but not limited to “anti-boycott”, “deemed export” and “deemed re-export” regulations. If You access this Site or the Services found at this Site from countries or jurisdictions outside the United States, You are responsible for compliance with local laws of that jurisdiction, to the extent those local laws do not conflict with United States Export Laws. If such laws do conflict with United States Export Laws, then You agree not to access HTL’s website or purchase any of its Offerings. The obligations under this section shall survive expiration or termination of this agreement or cessation of Your use of the HTL website or HTL’s offerings, and extend into the maximum time limit permitted under governing law.
HTL expressly reserves the right to deny, cancel, or transfer any domain name registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, or requests of law enforcement, to comply with any dispute resolution process, to correct mistakes caused by human or system errors, or to avoid any liability, civil or criminal, on the part of HTL, as well as its affiliates, subsidiaries, officers, directors and employees. HTL also reserves the right to freeze a domain name during the resolution of a dispute.
HTL makes every attempt to carry out its work flawlessly, including both human and machine processes. Such attempts notwithstanding, it cannot be ruled out that errors may occur on occasion, despite all efforts to avoid them. In the case of errors by Us, You agree that Your sole remedy shall be a full refund of fees actually paid by you to HTL for the specific, individual transaction during the execution or processing of which such an error occurred. You agree to forever forebear from any and all attempts to recover any money, property, or intangible rights or value from Us as a result of any errors we may make, other than the full refund of fees actually paid by you to HTL for the specific, individual transaction during the execution or processing of which such an error occurred.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL HTL BE LIABLE FOR AN AGGREGATE AMOUNT IN EXCESS OF ONE HUNDRED U.S. DOLLARS ($100.00) TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY BE ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES, YOUR INABILITY TO USE THE OFFERINGS, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF DNI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL HTL BE LIABLE FOR COMPENSATORY DAMAGES IN EXCESS OF FUNDS ACTUALLY AND CONSTRUCTIVELY RECEIVED AS A RESULT OF THE TRANSACTIONS UNDER DISPUTE.
Some states may not allow such a broad exclusion or limitation on liability for damages as stated above. In such states, HTL ‘s liability is limited to the full extent permitted by law. You agree that in no event shall HTL ‘s maximum aggregate liability exceed the total amount paid by You for the particular Offering in dispute purchased from HTL.
13. ATTORNEYS’ FEES
In litigation, arbitration, or litigation to enforce judgment of an arbiter’s award, the prevailing party in such proceedings shall be entitled to recover its reasonable attorney’s fees and costs of litigation or arbitration from the non-prevailing party, and in addition, ten percent (10%) simple interest on all sums due, from the date they become due until the date they are paid.
14. DISCLAIMER OF WARRANTIES AND REPRESENTATIONS
HTL AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, SUPPLIERS, AGENTS, CALL CENTERS, CUSTOMER SERVICE REPRESENTATIVES, AND AFFILIATES, ACTING INDIVIDUALY OR COLLECTIVELY, KNOWN IN THIS SECTION AS THE “HTL TEAM”, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUCH OFFERINGS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. THE HTL TEAM MAKES NO WARRANTY THAT ITS OFFERINGS WILL MEET YOUR EXPECTATIONS, HOPES, DESIRES, ASPIRATIONS, OR REQUIREMENTS, OR THAT THE OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. THE HTL TEAM DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS, REGARDING THE USE OR RESULTS OF ANY OF THE OFFERINGS IT PROVIDES, INCLUDING THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHER ATTRIBUTES.
YOU AGREE THAT YOUR USE OF THE HTL WEBSITE, INCLUDING ALL OFFERINGS AND ALL EXTERNAL LINKS, IS AT YOUR OWN RISK. YOU AGREE THAT NO ORAL, WRITTEN, OR ELECTRONIC ADVICE, INFORMATION, OR DATA PROVIDED TO YOU BY THE HTL TEAM MODIFIES THIS AGREEMENT IN ANY WAY OR CONSTITUTES ANY WARRANTY OF ANY KIND. YOU AGREE THAT YOU CANNOT AND WILL NOT RELY ON ANY ORAL, WRITTEN, OR ELECTRONIC ADVICE, INFORMATION, OR DATA PROVIDED TO YOU BY THE HTL TEAM CONSTITUES FOR ANY LEGAL, FINANCIAL, ENGINEERING, STRATEGIC, OR OTHER ACTIONS, FOREBEARANCE, DECISIONS, OR OTHER PURPOSES.
THIS DISCLAIMER OF WARRANTIES AND REPRESENTATIONS SHALL BE CONSTRUED TO APPLY IN THE WIDEST SENSE PERMITTED UNDER GOVERNING LAW. THIS DISCLAIMER SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT OR CESSATION OF YOUR USE OF THE HTL WEBSITE OR HTL’S OFFERINGS, AND EXTEND INTO THE MAXIMUM TIME LIMIT PERMITTED UNDER GOVERNING LAW. IN THE CASE OF JURISDICTIONS THAT DO NOT ALLOW THE DISCLAIMER OF EXPRESSED AND IMPLIED WARRANTIES, YOU AGREE THAT SUCH WARRANTIES BE INTERPRETED IN THE MOST EXPANSIVE MANNER PERMITTED IN THOSE JURISDICTIONS
You agree to defend, indemnify, and hold harmless HTL and its officers, directors, shareholders, employees, contractors, consultants, suppliers, agents, call centers, customer service representatives, and affiliates from any and all claims, demands, losses, liabilities, costs, damages, or expenses, including, without limitation, reasonable attorneys’ fees, resulting from any third party claim, action, proceeding, or demand related to Your use of the Offerings You purchased from HTL or Your breach or violation of any portion of this Agreement or incorporated agreements and policies, including the use of Your account, Offerings with HTL by Your agents or affiliates, whether or not on Your behalf, and whether or not with Your permission.
In addition, You agree to indemnify and hold the HTL Team harmless from any loss, liability, damages, or expense, including reasonable attorneys’ fees, arising out of any breach of any representation or warranty provided in this Agreement, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person’s copyright, trademark, service mark, or proprietary or intellectual property right, or misappropriates a third person’s trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should HTL be notified of a pending law suit, or receive notice of the filing of a law suit, HTL may seek a written confirmation from You concerning Your obligation to indemnify HTL. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that HTL shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify HTL of any such claim promptly in writing and to allow HTL to control the proceedings. You agree to cooperate fully with HTL during such proceedings. You agree You will not be entitled to a refund of any fees paid to HTL if, for any reason, HTL takes corrective action with respect to Your improper or illegal use of its Offerings.
You also agree that if HTL is notified that a complaint has been filed with a governmental, administrative, or judicial body, that HTL, in its sole discretion, may take whatever action HTL deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative, or judicial body until such time as the dispute is settled.
The indemnifications described above, to which You agree, shall survive expiration or termination of this Agreement or cessation of Your use of the HTL website or HTL’s offerings, and shall extend into the maximum time limit permitted under the governing law.
16. GOVERNING LAW, VENUE; WAIVER OF TRIAL BY JURY
This agreement shall be deemed entered into in the State of Massachusetts. Except for disputes concerning the user of a domain name registered with HTL, You agree that the laws and judicial decisions of Essex County, Massachusetts, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of Essex County, Massachusetts. For the adjudication of disputes concerning the use of any domain name registered with HTL, You agree to submit to jurisdiction and venue in the U.S. District Court for the District of Massachusetts located in Salem, Massachusetts.
You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.
You agree that all notices (except for notices concerning breach of this Agreement) from HTL to You may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address You have on file with HTL. In either case, delivery shall be deemed to have been made five (5) days after the date sent.
Notices from You to HTL shall be made either by email, sent by first class mail to the physical address provided on the HTL Web site, or sent by first class mail to HTL ‘s address at:
Hometown Living Network, LLC.
126 High Street
Newburyport, MA 01950
The headings in this Agreement are descriptive only, and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall prevail.
19. ENTIRE AGREEMENT
You agree that this Agreement, including the policies and agreements it refers to (i.e. our Dispute Resolution Policy, etc.), constitute the complete and only Agreement between You and HTL regarding the Offerings contemplated in this Agreement.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in accordance with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
The failure of HTL to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of HTL to enforce such provisions at any future time.
22. FORCE MAJEURE
HTL will make every effort to keep its Web site and Offerings operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold HTL liable for any of the consequences of such interruptions.
23. NO THIRD PARTY BENEFICIARIES.
Nothing in this Agreement, express or implied, is intended to, nor shall, confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
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