THE TERMS AND CONDITIONS SET FORTH BELOW (THE “TERMS”) GOVERN YOUR USE OF THIS SITE ON THE INTERNET, THE WORLD WIDE WEB, MOBILE NETWORKS, OR ANY OTHER COMMUNICATION METHODS NOW KNOWN OR IN THE FUTURE DEVELOPED. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU, AN INDIVIDUAL USER OF AT LEAST 18 YEARS OF AGE (“YOU” OR, COLLECTIVELY, “USERS”), AND HAMILTON CAPITAL MANAGEMENT AND GOVERN YOUR ACCESS TO, AND USE OF, THE HAMILTON CAPITAL MANAGEMENT WEBSITE LOCATED AT http://www.HamiltonCapital.com/ TOGETHER WITH THE SERVICES AVAILABLE THROUGH THIS SITE (THE “SITE”), INCLUDING YOUR SUBSCRIPTION TO AND USE OF HAMILTON CAPITAL MANAGEMENT. IF YOU ARE UNDER THE AGE OF 18 YOUR PARENT OR GUARDIAN MUST ENTER INTO THIS AGREEMENT ON YOUR BEHALF. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, CLOSE THIS SITE DOWN IMMEDIATLEY AND DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. IF YOU ARE UNDER THE AGE OF 18 YOU AFFIRM THAT BY YOUR CONTINUED OR FUTURE USE YOUR PARENT OR LEGAL GUARDIAN HAS FIRST AGREED TO THESE TERMS ON YOUR BEHALF.
The Site is not available to persons under the age of 18 or to any users previously suspended or removed from the Site by Hamilton Capital Management. BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SITE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE SITE. The content on the Site is only available for personal noncommercial use for end users only, any other use is prohibited.
2 MODIFICATION OF TERMS
HAMILTON CAPITAL MANAGEMENT MAY MAKE CHANGES TO THE CONTENT AND SERVICES OFFERED ON THIS SITE AT ANY TIME. HAMILTON CAPITAL MANAGEMENT CAN CHANGE THESE TERMS AT ANY TIME BY POSTING UPDATED TERMS OF SERVICE ON THIS SITE AND/OR BY SENDING REGISTERED USERS AN EMAIL NOTICE OF THE CHANGES. ADDITIONALLY, WE WILL NOTIFY YOU THROUGH THE HAMILTON CAPITAL MANAGEMENT ANNOUNCEMENTS AREA. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THIS SITE. IF YOU DO NOT CEASE USING THIS SITE, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGE. EXCEPT AS STATED ELSEWHERE, ALL AMENDED TERMS SHALL AUTOMATICALLY BE EFFECTIVE 30 DAYS AFTER THEY ARE INITIALLY POSTED. THIS AGREEMENT MAY NOT BE OTHERWISE AMENDED EXCEPT IN A WRITING HAND SIGNED BY YOU AND US. FOR PURPOSES OF THIS PROVISION, A “WRITING” DOES NOT INCLUDE AN EMAIL MESSAGE AND A SIGNATURE DOES NOT INCLUDE AN ELECTRONIC SIGNATURE.
Hamilton Capital Management may provide You with notices, including those regarding changes to Hamilton Capital Management’s terms and conditions, by email, regular mail, or postings on the Site. Notice will be deemed given twenty-four hours after email is sent, unless Hamilton Capital Management is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Site. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Site is deemed given 30 days following the initial posting.
4 HAMILTON CAPITAL MANAGEMENT LICENSE GRANT
Hamilton Capital Management provides content and services through this Site. Certain information, documents, products and services provided on and through this Site, including content, logos, graphics and images (together, the “Materials”) that are not User Content (as defined below) are provided to You by or by way of Hamilton Capital Management (including as an interactive computer service or online service provider) and are the copyrighted and/or trademarked work of Hamilton Capital Management or Hamilton Capital Management’s contributors, that is, any person or entity who makes Materials available on or by way of Hamilton Capital Management, either publicly or privately.
Hamilton Capital Management grants You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the services of this Site solely for Your own personal or business use. Except for the license set forth herein, You acknowledge and agree that You may have no right to modify, edit, copy, reproduce, create derivative works, or reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner, depending upon the terms of the license specified by the User who has made the User Content or Materials available or the creative commons license type selected by the User who has made the User Content or Materials available, except possibly for fair use rights (see 11 U.S.C. 107 – see, e.g., http://www.copyright.gov/fls/fl102.html. In many instances you will have the right to modify, edit, reproduce, alter and use User Content or Materials for your personal use or for business use. In most instances you will not have the right to resell or re-license User Content or Materials. This limited license terminates automatically, without notice to You, if You breach any of these Terms. Upon termination of this limited license, You agree to immediately destroy any downloaded or printed Materials and all copies thereof, including backup or archival copies. Except as stated herein, You acknowledge that You have no right, title or interest in or to the Site or the Materials.
4.1 License Grant to Upload
Subject to Your compliance with the terms and conditions set out in these Terms, Hamilton Capital Management hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to use the Site for the uploading, submitting, distributing or otherwise making available authorized digital content, including electronic documents, information, messages or other content or material (“User Content”).
User Content is uploaded at Your own risk. Notwithstanding any obligations hereunder of Hamilton Capital Management to protect User Content with security measures, Hamilton Capital Management cannot guarantee that there will be no unauthorized copying or distribution of User Content nor will Hamilton Capital Management be liable for any copying or usage of the User Content not authorized by Hamilton Capital Management.
4.2 License Grant to Download
Subject to Your compliance with the terms and conditions set out in these Terms, Hamilton Capital Management hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to view and download User Content solely through the Site subject to the license under which such User Content is distributed.
If you are a Hamilton Capital Management subscriber, and all the information you have provided is and remains true, accurate and complete, then subject to Your compliance with the terms and conditions set out in these Terms, Hamilton Capital Management hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to view and download all Content available to Hamilton Capital Management subscribers solely through the Site subject to the license under which such Content is distributed. Users who utilize the Webinar service, a service that allows Users to view content through the Site (the “gotomeeeting/gotowebinar”), are bound by the gotomeeting.com Terms of Service in addition to these Terms. The Webinar Terms of Service is available here and is hereby incorporated by reference into these Terms.
Content available through Hamilton Capital Management Webinar is “Third Party Content.” See section 8.
4.3 Reservation of Rights
Hamilton Capital Management reserves all rights not expressly granted in these Terms.
4.4 Prevention of Unauthorized Use
Hamilton Capital Management reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Site, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use.
6PASSWORD RESTRICTED AREAS OF THIS SITE
You may be required to register for a password to log in to this Site and to use certain functions and areas within this Site. As part of the registration process, You may be asked to select a username and password. Hamilton Capital Management may refuse to grant You a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by Hamilton Capital Management in its sole discretion. You are responsible for maintaining the confidentiality of Your password and account, and agree to notify Hamilton Capital Management if Your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for all activities that occur under Your registered account. You agree to immediately notify Hamilton Capital Management of any unauthorized use of Your account or any other breach of security in relation to this Site known to You. If You have reason to believe that Your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of Your username, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify Hamilton Capital Management. You may be liable for the claims against or losses incurred by Hamilton Capital Management or others due to any unauthorized use of Your account.
7 THIRD PARTY CONTENT
Certain information and other content that are not User Content, including Content available through Hamilton Capital Management Webinars, may be provided by third party licensors and suppliers to Hamilton Capital Management (“Third Party Content”). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on Your personal computer solely for Your personal use. You acknowledge and agree that You have no right to download, cache, reproduce, modify, display, distribute, (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless You have permission from the owner of the Third Party Content. Hamilton Capital Management DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8 LINKS TO THIRD PARTY SITES
This Site may be linked to other sites that are not Hamilton Capital Management sites (“Reference Sites”). Hamilton Capital Management is providing these links to You only as a convenience, and Hamilton Capital Management is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk.
9 UNAUTHORIZED ACTIVITIES
Unauthorized use of any Materials or Third Party Content contained on or available through this Site may violate certain laws and regulations. You agree to indemnify, defend and hold Hamilton Capital Management and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Hamilton Capital Management or any other indemnified party suffers in relation to, arising from, or for the purpose of defending against or avoiding, any claim or demand from a third party that Your use of this Site or the uploading of Your User Content, or the use of this Site or the uploading of User Content by any person using Your user name and/or password (including without limitation, Your participation in the posting areas or, Your User Content) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.
10 PROPRIETARY RIGHTS
Hamilton Capital Management is a trademark of Hamilton Capital Management in the United States. Other trademarks, names and logos on this Site are the property of their respective owners. The trademarks, logos, and service marks displayed on the Website (collectively the “Trademarks”) are the registered and unregistered trademarks of Hamilton Capital Management, its licensors and suppliers, and others. The Trademarks owned by Hamilton Capital Management, whether registered or unregistered, may not be used in connection with any product or service that is not Hamilton Capital Management’s in any manner that is likely to cause confusion with customers, or in any manner that disparages Hamilton Capital Management or dilutes the trademarks or Hamilton Capital Management. Nothing contained on the Site or herein should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark without the express written permission of Hamilton Capital Management, its licensors or suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited, and Hamilton Capital Management may aggressively enforce its intellectual property rights in such Trademarks, including via civil and criminal proceedings.
Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Hamilton Capital Management, Copyright © 2010 Hamilton Capital Management. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or licensor.
11 COPYRIGHT AND TRADEMARK INFRINGEMENTS; NOTIFICATION
Hamilton Capital Management respects the intellectual property rights of others, and we require You to do the same. Hamilton Capital Management may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe or are accused of infringing the intellectual property rights of others. If You believe that Your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide Hamilton Capital Management’s designated agent the following information:
* A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
* Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.
* Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Hamilton Capital Management to locate the material.
* Information reasonably sufficient to permit Hamilton Capital Management to contact You as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which You may be contacted.
* A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
* A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Hamilton Capital Management’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:
Hamilton Capital Management
5025 Arlington Centre Blvd.
Columbus, OH 43220
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. (See, e.g., Online Policy Group v. Diebold, 337 F. Supp. 2d 1195 (N.D. Cal. 2004) Diebold agrees to pay $125,000 in damages and fees under Section 512(f).)
12 DISCLAIMER OF WARRANTIES
YOUR USE OF THIS SITE AND/OR THE SERVICES IS AT YOUR OWN RISK. HAMILTON CAPITAL MANAGEMENT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE OF THE SITE OR SERVICE TO OPERATE, FOR ANY ERRORS IN OR IN CONNECTION WITH THE SITE, OR FOR ANY LACK OF ACCESS TO THE SITE OR SERVICE. NONE OF THE MATERIALS, USER CONTENT, OR THIRD PARTY CONTENT HAVE BEEN VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY HAMILTON CAPITAL MANAGEMENT, AND THEY MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. HAMILTON CAPITAL MANAGEMENT DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE MATERIALS, USER CONTENT OR THIRD PARTY CONTENT CONTAINED ON THIS SITE. HAMILTON CAPITAL MANAGEMENT HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE MATERIALS, USER CONTENT AND/OR THIRD PARTY CONTENT, WHETHER PROVIDED BY HAMILTON CAPITAL MANAGEMENT OR OUR LICENSORS. THIS SITE AND HAMILTON CAPITAL MANAGEMENT DO NOT PROVIDE LEGAL ADVICE OR ANY OTHER KIND OF ADVICE. THE MATERIALS, USER CONTENT AND THIRD PARTY CONTENT ON THIS SITE ARE FOR INFORMATIONAL PURPOSES ONLY. THE MATERIALS, USER CONTENT AND THIRD PARTY CONTENT ARE NOT INTENDED TO BE A SUBSTITUTE FOR LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE. ALWAYS SEEK THE ADVICE OF A QUALIFIED ATTORNEY OR OTHER APPROPRIATE PROFESSIONAL WITH ANY QUESTIONS YOU MAY HAVE REGARDING A LEGAL, FINANCIAL, HEALTH OR OTHER ISSUE.
HAMILTON CAPITAL MANAGEMENT DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC DOCUMENTS, MATERIALS, USER CONTENT, THIRD PARTY CONTENT, OPINIONS, OR OTHER INFORMATION AVAILABLE ON OR THROUGH THIS SITE.
HAMILTON CAPITAL MANAGEMENT, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, ANY MATERIALS, USER CONTENT OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE THIRD PARTY CONTENT AND THE USER CONTENT OF OTHER USERS OF THIS SITE. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, MATERIALS, THIRD PARTY CONTENT, USER CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. HAMILTON CAPITAL MANAGEMENT DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
THE SECURITY MEASURES USED TO PROTECT USER CONTENT USED BY HAMILTON CAPITAL MANAGEMENT HEREIN ARE USED IN CONJUNCTION WITH THE USER CONTENT “AS-IS” AND WITH NO ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
13 LIMITATION OF LIABILITY AND DAMAGES
13.1 Limitation of Liability
HAMILTON CAPITAL MANAGEMENT SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS, THIRD PARTY CONTENT OR USER CONTENT TO OR FROM THIS SITE. HAMILTON CAPITAL MANAGEMENT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE OF THE SITE OR SERVICE TO OPERATE, FOR ANY ERRORS IN OR IN CONNECTION WITH THE SITE, OR FOR ANY LACK OF ACCESS TO THE SITE OR SERVICE. HAMILTON CAPITAL MANAGEMENT MAY INTERRUPT THE SITE OR SERVICE AT ANY TIME TO PERFORM MAINTENANCE, TO ADDRESS SECURITY BREACHES, OR FOR ANY OTHER REASON, OR NO REASON AT ALL, WITH NO LIABILITY TO YOU WHATSOEVER IN NO EVENT SHALL HAMILTON CAPITAL MANAGEMENT BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ANY DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) HOWEVER ARISING, EVEN IF HAMILTON CAPITAL MANAGEMENT KNOWS OR HAS BEEN ADVISED THERE IS A POSSIBILITY OF SUCH DAMAGE. THE LIABILITIES LIMITED BY THIS SECTION) INCLUDE WITHOUT LIMITATION LIABILITY FOR NEGLIGENCE.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN HAMILTON CAPITAL MANAGEMENT AND RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY REFERENCE SITES.
13.2 Limitation of Damages
IN NO EVENT WILL HAMILTON CAPITAL MANAGEMENT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, YOUR USE OF THE SITE OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THE LIABILITIES LIMITED BY THIS SECTION INCLUDE WITHOUT LIMITATION LIABILITY FOR NEGLIGENCE.
THESE LIMITATIONS OF DAMAGES ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN HAMILTON CAPITAL MANAGEMENT AND RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY REFERENCE SITES.
13.3 Limitations by Applicable Law
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED, IF THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED APPLY AT ALL.
13.4 Basis of the Bargain
YOU ACKNOWLEDGE AND AGREE THAT HAMILTON CAPITAL MANAGEMENT HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND HAMILTON CAPITAL MANAGEMENT, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND HAMILTON CAPITAL MANAGEMENT. HAMILTON CAPITAL MANAGEMENT WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
14 LOCAL LAWS; EXPORT CONTROL
Hamilton Capital Management controls and operates this Site from its headquarters in the United States of America and the Materials, User Content and/or Third Party Content may not be appropriate or available for use in other locations. If You use this Site outside the United States of America, You are responsible for following applicable local laws.
You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by You that You will not export such software, technical data, or commodities to certain foreign countries without prior approval of such agency. Your rights under this Terms of Service are contingent on Your compliance with this provision.
15.1 HAMILTON CAPITAL MANAGEMENT
Hamilton Capital Management may, in its sole discretion, for any or no reason, and without penalty, terminate and/or suspend Your access to this Site without notice. Hamilton Capital Management prefers to advise You of Your inappropriate behavior and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Hamilton Capital Management, may result in immediate termination of Your access to this Site. If Hamilton Capital Management terminates Your access to the Site, Hamilton Capital Management may delete Your user profile(s) but will not be obligated to, and may delete any User Content that You have provided in connection with the Site. Hamilton Capital Management has the right to terminate any password-restricted account for any reason. You will not create multiple user accounts, particularly so as to abuse the any of the Hamilton Capital Management policies, guidelines, or systems, or in connection with DocCash. If, in violation of these Terms of Service you have created multiple accounts and any single account is terminated by Hamilton Capital Management then Hamilton Capital Management may terminate all of Your accounts. Further, if Hamilton Capital Management terminates any of Your User accounts and You have multiple accounts You will notify Hamilton Capital Management of the usernames of all Your other User accounts and you will not open any new User account(s). Such termination may continue so long as Hamilton Capital Management suspects the violation in question, and Hamilton Capital Management will have no liability to You for such suspension, including without limitation liability to refund any fees for paid for any content, documents, features or subscriptions. You agree that Hamilton Capital Management will not be liable to You or any third party for any such termination.
Your only remedy with respect to any dissatisfaction with (i) the Site, (ii) any term of these Terms, (iii) any policy or practice of Hamilton Capital Management in operating the Site, or (iv) any content or information transmitted through the Site, is to terminate Your account and by discontinuing use of any and all parts of the Site.
You agree to indemnify, defend, save, and hold harmless Hamilton Capital Management, its parent and affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners, from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of the Site, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. Hamilton Capital Management reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify, defend or hold harmless Hamilton Capital Management, and You agree to cooperate with Hamilton Capital Management’s defense of these claims. Hamilton Capital Management will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
17.1 Governing Law and Jurisdiction
Ohio law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or this Site will be heard in the courts located in Franklin County, Ohio. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified.
Hamilton Capital Management’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between You and Hamilton Capital Management and supersede all prior or contemporaneous negotiations, discussions or agreements between You and Hamilton Capital Management about this Site.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, sections regarding proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and damages and all general provisions shall survive any termination of these Terms.
If any provision of these Terms or any Guidelines is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Hamilton Capital Management without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
17.7 Entire Agreement
This is the entire agreement between You and Hamilton Capital Management relating to the subject matter herein and will not be modified except in writing, signed by both parties by hand, or by a change to these Terms made by Hamilton Capital Management as set forth in sections 3 and 4 above.
YOU AND HAMILTON CAPITAL MANAGEMENT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
17.9 You expressly waive the right and agree not, to bring or participate in, any class action or joinder or consolidation of claims with respect to any dispute under or relating to this Agreement, including in any arbitration.