Effective: July 1, 2019
1. YOUR ACCEPTANCE OF THESE TERMS
These Terms contain the terms and conditions that govern your use of and access to our Website and also describe your rights and responsibilities and what you can expect from your use of our Website. By accessing and using our Website, you are accepting these Terms and you may not access or use our Website if you do not accept these Terms. You may only access and use the Website in compliance with these Terms and only if you have the power to form a contract with Hapatune.
These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and limit the remedies available to you in the event of a dispute. Please see Section 9 below for more information.
2. CHANGES TO THESE TERMS
Hapatune reserves the right to add, delete, and/or modify any part of these Terms at any time and in its sole discretion by posting a change notice on our Website. In the event of substantive changes to these Terms and if you have provided us with your email address, you may be notified by email of such changes. If any change to these Terms is unacceptable to you, you should immediately cease using the Website. Your continued use of the Website following the posting of a change notice on the Website or via email will constitute your binding acceptance of such changes.
3. ACCESSING THE WEBSITE
3.1 License to You
Hapatune grants you a limited, revocable, nonexclusive, nontransferable right to access the Website for personal, non-commercial use. Hapatune and its licensors own and shall retain all rights, title and interest in and to the Website and all modifications and improvements thereto (including any made by or with your participation), and, unless otherwise agreed in writing, all intellectual property rights therein (collectively, “Our Property”). You covenant not to challenge our exclusive ownership of Our Property or directly or indirectly assert any rights inconsistent with our ownership of Our Property.
3.2 License from You
By sending or submitting messages to Hapatune about the Website, including but not limited to images, suggestions, ideas, or any other feedback you have generated (collectively, the “Feedback”), you automatically grant, and you represent and warrant that you have the right to grant, to Hapatune an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, publicly perform, publicly display, distribute, sublicense, and prepare derivative works of the Feedback.
4. MEMBER REGISTRATION
To obtain access to the members-only portions of the Website, you must register an account with Hapatune by subscribing to our email newsletter. During registration, you must provide us with your contact information, such as your name and email address. All registration information you supply must be complete and accurate, and you must maintain this information to ensure completeness and accuracy. You may not share your account credentials with anyone, and you alone are responsible for maintaining the confidentiality of your account and its password, and are fully responsible for all activities that occur under your account. You agree to notify us immediately upon discovery of any unauthorized use of your password or account or any other breach of security.
5. PERMISSIBLE USES OF THE WEBSITE
You may only use the Website as expressly permitted by Hapatune and only for lawful purposes. Furthermore, you agree that you will not do any of the following:
(i) Use any robot, spider, script, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithm or methodology to access, acquire, copy or monitor the Website or any portion of the Website without our prior written consent;
(ii) Use the Website in any manner that could damage, disable, overburden, disrupt or impair any Hapatune server, the network(s) connected to any Hapatune server, or interfere with any other party’s use and enjoyment of the Website;
(iii) Disobey any applicable policies or regulations of networks connected to the Website;
(iv) Modify, adapt, translate or reverse engineer the Website;
(v) Frame or reformat the Website in any way; or
(vi) Register an account with us using any automated means or under false pretenses.
6. WARRANTY DISCLAIMER
HAPATUNE PROVIDES THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. HAPATUNE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. HAPATUNE MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON INFRINGEMENT.
7. LIMITATION OF LIABILITY
HAPATUNE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE WEBSITE OR THESE TERMS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY’S REPRESENTATIONS AND WARRANTIES UNDER THESE TERMS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TERMS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TERMS EXCEED $100 OR THE AMOUNT DIRECTLY PAID BY YOU TO US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY, WHICHEVER IS LESS.
You will indemnify and hold Hapatune, its directors, officers, employees, agents, and licensors harmless with respect to any damage, loss, expense, suit, or claim, including attorneys’ fees and costs (collectively, a “Claim”) arising out of (i) your breach of these Terms, or (ii) any third party Claim arising out of your misuse of the Service. If you are required to indemnify Hapatune under this section, Hapatune will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without Hapatune’ express written permission.
9. DISPUTE RESOLUTION
The Parties recognize that disputes arising under these Terms are best resolved at the working level by the parties directly involved. Both Parties are encouraged to be imaginative in designing mechanisms and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party’s organization for resolution. Failing resolution of conflicts at the organizational level, any disputes arising out of related to these Terms shall be settled solely by confidential binding arbitration. The place of arbitration will be Cook County, IL and a single arbitrator knowledgeable in the latest information technology issues will be appointed by mutual consent of the parties within 10 days of receiving notice to such arbitration. If the parties cannot agree on a single person, such person will be appointed in accordance with the American Arbitration Association’s (AAA) Commercial Arbitration Rules (AAA Rules) and such arbitrator must not be employed by either of the parties. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved unless and until such obligations are terminated or expire in accordance with the provisions hereof.
9.2 Class Action Waiver
ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND HAPATUNE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF AN ACTION. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.
If you do not wish to be bound by the class action waiver or individual arbitration provisions in this section, you must notify us in writing within 30 days of the date that you accept these Terms, unless otherwise required by law. Your written notification must be sent to Hapatune LLC, 222 S. Riverside Plaza, Suite 1500, Chicago, IL 60606, or via email at email@example.com with “Arbitration and Class Action Waiver” as the subject line. Your notice must include: (i) your name, (ii) your address, (iii) your email address, and (iv) a clear statement that you do not wish to resolve disputes with Hapatune through individual arbitration and/or a clear statement that you would like to opt out of the above class action waiver.
If you no longer wish to maintain an account with us, you may delete your account by emailing us at firstname.lastname@example.org or by deleting your account from the accounts settings page while logged in to the Website. Further, Hapatune may suspend, limit your access to, or terminate your use of the Website at any time, with or without cause, in its sole discretion. Notwithstanding this section, these Terms will survive indefinitely unless and until Hapatune chooses to terminate these Terms.
All notices required or permitted to be given under these Terms will be in writing and delivered to the other party by any of the following methods: (i) U.S. Mail or (ii) electronic mail. If you give notice to Hapatune, you must use the following mailing address: Hapatune LLC, 222 S. Riverside Plaza, Suite 1500, Chicago, IL 60606; or the following email address: email@example.com.
If Hapatune provides notice to you, Hapatune will use the contact information provided by you, as available. All notices will be deemed received as follows: (i) if by delivery by U.S. Mail, three (3) business days after dispatch, (ii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication satisfies such requirement.
12. THIRD PARTY SERVICES
These Terms will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Illinois, without reference to conflict of law principles. These Terms (including all of the policies and other agreements described in these Terms, which are incorporated herein by this reference) contain all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise of any such right, power, or privilege. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect. The headings used throughout these Terms are merely descriptive and not operative and have no legal or contractual effect.
14. COMMENTS AND QUESTIONS
If you have any comments or questions about these terms, you may address them to Hapatune LLC, 222 S. Riverside Plaza, Suite 1500, Chicago, IL 60606, or via email at firstname.lastname@example.org.