PLEASE READ THESE ONLINE TERMS AND CONDITIONS OF USE AND LEGAL NOTICES (THE "AGREEMENT") CAREFULLY. BY ACCESSING, USING, OR DOWNLOADING MATERIALS FROM THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS JUST AS IF YOU HAD SIGNED THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THIS WEBSITE.
Terms and Conditions of Use and Legal Notices
Hillwood Development Company, L.L.C. and its related companies (collectively, the "Company") is the owner of this website (the "Website"). This Website contains information, including, without limitation, all text, graphics, photographs, graphs, sounds, data, images, audio, page headers, software (including HTML and other scripts), buttons, video, and other icons, and the arrangement and compilation of this information (collectively, the "Information") that is either owned or licensed by Company.
Portions of this Website may be made available only to persons who have registered and who have been issued a userid and/or password or other positive identifiers by Company ("Registered Users"). Only Registered Users are authorized to access the restricted portions of this Website. Your use of this Website and access to the Information is expressly conditioned upon your agreement that all such access and use shall be governed by all of the terms and conditions set Fort in this Agreement. In addition, access to certain areas of the Website may also be governed by other terms and conditions. In the event of a conflict between the terms and conditions set Fort below and those necessary to access restricted portions of the Website, the ones governing the restricted portions of the Website will govern your access to such areas and any transactions conducted while in such restricted areas, and these terms and conditions will apply where there is not a conflicting provision. In addition, you hereby acknowledge and agree as follows:
1. License Grant. Company grants you a worldwide, non-exclusive, and non-transferable license to use this Website. You may download, view, copy, and print the Information incorporated into this Website solely for your non-commercial use. The Information may not be transferred, shared with or disseminated with anyone for any purpose which is inconsistent with the purpose of the Website, to facilitate unfair competition with the Website, or for any purpose which is inappropriate or unlawful under applicable US and international law.
2. Use Restrictions. Notwithstanding the foregoing license grant, you may not resell, redistribute, broadcast or transfer the Information or use the Information in a searchable, machine-readable database or file except through the authorized access to the Website. Unless separately and specifically authorized in writing by Company, you may not rent, lease, sublicense, distribute, transfer, copy, reproduce, publicly display, publish, adapt, modify, create derivative works, store or time-share the Website, any part thereof, or any of the Information received or accessed therefrom to or through any other person or entity. You may not “frame” any material contained on this Website unless authorized in writing by Company. Access to the Website without the authorization of Company is strictly prohibited. You agree to use the Website and Information for lawful purposes only. You agree not to post or transmit any information through the Website which (1) infringes the rights of others or violates their privacy or publicity rights, (2) is unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, (3) is protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right, (4) which is used to unlawfully collude against another person in restraint of trade and competition, (5) contains unauthorized or malicious software such as viruses. You shall be solely liable for any damages resulting from any infringement of copyright, trademark or other proprietary right, or any other harm resulting from your use of the Website or Information.
3. Submissions. You hereby grant to Company and its affiliates a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works based on, distribute, perform and display any message posted on the Website or any e-mail or other materials or Information sent by you to Company and to incorporate it (in whole or in part) in other works in any form, media or technology now known or later developed.
4. Linking. You may not use any of Company's proprietary logos, marks, or other distinctive graphics, video, or audio material in your links, without the Company’s express written permission, which the Company may withhold in its sole discretion. You may not link in any manner reasonably likely to 1) imply affiliation with or endorsement or sponsorship by Company; 2) cause confusion, mistake, or deception; 3) dilute Company's trademarks or service marks; or 4) otherwise violate state or federal law. In addition, you may only link to the home page of the Website, unless otherwise authorized in writing by Company. This Website may contain links to other Websites. These links are provided for informational purposes only, and Company does not sponsor or affiliate with any linked entity unless expressly stated. Company makes no representations and assumes no responsibility for your use of links provided on the Website.
5. Modification. Company reserves the right to modify the terms and conditions of this Agreement. Such modifications may include, without limitation, implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the Website. Company may also add, withdraw or modify Information within the Website or services provided through the Website at any time in its sole discretion. All such modifications shall be displayed online, and such display shall constitute effective notice under this Agreement on the day Company places them on the Website. You agree to review the terms and conditions of this Agreement periodically to be aware of such revisions.
6. Password Disclosure. If, at any time, you are issued a userid and/or password or other positive identifiers of the user issued and authorized by Company and you learn or suspect that such identifiers have been disclosed or otherwise made known to any person other than yourself, you agree to immediately notify Company and to confirm such notice in writing within seventy-two (72) hours. Upon receiving such notice, Company will assign a new userid and/or password to you within a reasonable period of time. 7. Delays in Services. Neither Company nor any of its licensors (including its and their officers, directors, employees, affiliates, agents, representatives or subcontractors) shall be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, or to other like causes beyond the reasonable control of Company. Company shall have no responsibility to provide you access to the Website while interruption of the Website due to any such cause shall continue.
8. Termination. Termination or cancellation of this Agreement shall not affect any right or relief to which Company may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will terminate and revert to Company. This Agreement and the license rights granted hereunder shall remain in full force and effect unless terminated or canceled for any of the following reasons; 1) upon thirty (30) days written notice by either party of its intent to terminate this Agreement; 2) immediately by Company for any unauthorized access or use by you, including, without limitation: (i) concurrent access of the restricted portion of the Website with identical userids; (ii) permitting another person or entity other than the person to whom the userid or password was assigned by Company to use your userid or password to access the Website; or (iii) any other access or use of the Website except as expressly provided in this Agreement; 3) immediately by Company if you assign or transfer (or attempt the same) any rights granted to you under this Agreement; 4) immediately, if you fail to abide by the rules and regulations relating to the use of, or tamper with or alter any of the Information contained in, or accessed through, the Website; 5) immediately, if you transmit or receive any Information using the Website (or cause the same) in violation of this Agreement (Company, at its sole discretion, shall determine whether any information transmitted or received violates this provision); or 6) immediately, if you violate any of the other terms and conditions of this Agreement.
9. Monitoring. You acknowledge that Company reserves the right to, and may from time to time, monitor any and all Information transmitted or received through the Website. Company, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information which Company deems inappropriate or that violates any term or condition of this Agreement. During monitoring, Information may be examined, recorded, copied, and used for authorized purposes. Use of the Website, authorized or unauthorized, constitutes consent to such monitoring.
10. Limited Warranty. You acknowledge that the Information and links provided through the Website are compiled from sources which are beyond the control of Company. Though such Information is recognized by the parties to be generally reliable, the parties acknowledge that inaccuracies may occur, and that Company and its licensors do not warrant the accuracy or suitability of the Information. FOR THIS REASON, YOU ACKNOWLEDGE THAT THE WEBSITE AND INFORMATION ARE PROVIDED TO YOU ON AN "AS IS, WITH ALL FAULTS" BASIS. COMPANY AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING AND ANY IMPLIED WARRANTIES OF TITLE OR NON-INFRINGEMENT. FURTHER, COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR INFORMATION WILL MEET YOUR REQUIREMENTS OR ARE SUITABLE FOR YOUR NEEDS. Under this Agreement, you assume all risk of errors and/or omissions in the Website and Information, including the transmission or translation of Information. YOU HEREBY ASSUME ALL RESPONSIBILITY (AND THEREBY HOLD COMPANY HARMLESS), BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION.
11. Limitation of Liability. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Website and Information, and for maintaining any means which you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under this Agreement. YOU AGREE THAT COMPANY AND ITS LICENSORS (INCLUDING ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES OR CONTRACTORS) SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND INFORMATION FOR ANY PURPOSE WHATSOEVER. IF THE ABOVE LIMITATIONS OF LIABILITY SHOULD FAIL IN THEIR ESSENTIAL PURPOSE FOR ANY REASON, SUCH LIABILITY IS AND SHALL BE LIMITED TO $100.00 AS LIMITED DAMAGES AND NOT AS A PENALTY EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIABILITY SHALL BE COMPLETE AND EXCLUSIVE. THE PROVISIONS CONTAINED IN THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
12. Indemnification. YOU SHALL RELEASE AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS COMPANY, ITS LICENSORS AND THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (THE "COMPANY PARTIES") FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, DEMANDS, SUITS, LIABILITIES, FINES, PENALTIES AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES) (COLLECTIVELY, "CLAIMS") OF WHATEVER KIND, CHARACTER, OR NATURE BROUGHT BY OR ON BEHALF OF ANY PERSON THAT ARISE OUT OF, ARE RELATED TO OR ARE IN CONNECTION WITH THIS AGREEMENT OR YOUR ACCESS OR USE OF THE WEBSITE OR INFORMATION, EVEN IF CAUSED, IN WHOLE OR IN PART, BY THE JOINT, SOLE, OR CONCURRENT NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, WHETHER PASSIVE OR ACTIVE, OF ANY PERSON OR ENTITY, INCLUDING BUT NOT LIMITED TO THE COMPANY PARTIES.
14. No Conflicting Terms. If there is any conflict between this Agreement and any help text, manuals, or other documents, this Agreement shall govern, whether such other documents are prior to or subsequent to this Agreement, or are signed or acknowledged by any member of the Company Parties.
15. Attorney's Fees. If Company takes action (by itself or through its representatives) to enforce any of the provisions of this Agreement, including collection of any amounts due hereunder, Company shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, reasonable and necessary attorney's fees and any costs of any litigation.
16. Governing Law; Limitations; Venue. This Agreement shall be governed by the laws of the State of Texas, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Website or Information contemplated by this Agreement must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued. Further, any such claim or cause of action shall be brought exclusively in the state or federal courts located in Dallas, Dallas County, Texas, and you agree to submit to the exclusive personal jurisdiction of such courts and hereby appoint the Secretary of State of Texas as your agent for service of process. You agree to waive any objection that the state or federal courts of Dallas County, Texas, are an inconvenient forum.
17. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.
18. U.S. Government Restricted Rights. The Information on this Website is provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the Government is subject to restrictions as set Fort in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgement of Company’s proprietary rights in them.
19. Copyright, Patent and Trademark Notice. Copyright 2004 Hillwood Development Company, L.L.C. All rights reserved. The Website and Information is the valuable, exclusive property of Company or its licensors and nothing in this Agreement shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws. Except as permitted in this Agreement, you may not copy, adapt, distribute, commercially exploit, or publicly display the Information or any portion thereof in any manner whatsoever without Company's prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. Company, and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of Hillwood Development Company, L.L.C. or its affiliates. All other product names and company logos mentioned on the Website or Information are trademarks of their respective owners.
20. Assignments. You may not assign any of your rights, obligations, privileges, or performance hereunder without the prior written consent of Company. Any assignment by you other than as provided for in this Section 20 shall be null and void for all purposes.
21. Notice and Procedure for Copyright Infringement Claim. Company, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the “Act”), reserves the right, but not the obligation, to terminate your license to use the Website or Information if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Company accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. In addition, pursuant to 17 U.S.C. Section 512(c), Company has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. Company’s designated agent to receive notification of claimed infringement is:
Stephen L. Sapp
Locke Liddell & Sapp LLP
2200 Ross Avenue
Dallas, TX 75201-6776
Fax: (214) 740-8800
In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right, should be sent to the Company designated agent, listed above, and must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Similarly for other types of infringing materials, a list of such materials.
- Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
- Information reasonably sufficient to permit us to contact you, such as your address, telephone number, and/or electronic mail address.
- 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 or other proprietary right 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 or on behalf of the person defamed.
22. Entire Agreement. THIS AGREEMENT IS COMPLETE AND EFFECTIVE AT THE TIME YOU AGREE TO IT BY ACCESSING OR USING THE WEBSITE OR INFORMATION. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND NO OTHER AGREEMENT, WRITTEN OR ORAL, EXISTS BETWEEN YOU AND COMPANY.
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Information We Collect and How We Use It
Voluntary Information Provided by You: Our websites collect certain personal information about you whenever you voluntarily provide it, such as when you send an e-mail to Hillwood to ask a question, or complete one of our online forms to request information about our operations or to provide feedback. The personal information you provide can include such items as your name, title, company, e-mail and US mail addresses, and your telephone and fax numbers.
We use this information provided by you to answer your question, to provide the information you request, and to respond to your feedback. We may also provide other information to you that we think may be relevant to your question or request.
We do not sell or provide this personal information to third parties for their use. However, if we believe that your question or information request relates to one of our partners, we may forward your question or information request to such partner for it to respond. We also may disclose personal information to comply with valid legal processes such as a search warrant, subpoena, or court order, or to protect our rights and property.
At least one of our website pages contains an invitation to join an e-mail list. If you join an e-mail list on one of our websites, you will be sent by e-mail certain updates and news relevant to the subject matter of the website. If at any time you no longer wish to receive these e-mails, instructions on how to unsubscribe from the e-mail list are set Fort at the bottom of each e-mails. We do not sell or provide this personal information to third parties for their use. Website Usage Information: Hillwood logs IP addresses and domain names and aggregates them for system administration and to monitor the use of our sites. We cannot use this technical information to identify you personally. Hillwood does not make use of “cookies” on our websites.
We use this website usage information to measure the number of visits to our sites, the average time spent, the number of pages viewed, and to monitor various other site statistics. This monitoring helps us evaluate how our visitors use and navigate our websites, so that we can improve the content we provide. Hillwood does not share these statistics with outside parties.
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How your information is protected
Hillwood will take reasonable steps necessary to protect the information you provide to us. We continually review our security procedures and mechanisms to ensure that reasonable protections are in place.
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Links to other websites
Our websites contain links to the websites of other third parties that are not under our control, which include those of our strategic partners and other sites with information that we feel may be useful to you. Hillwood is not responsible for the privacy practices, security or content of these other sites. Accordingly, we recommend that you review the privacy policies of these other sites.
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Our websites are operated and controlled by Hillwood in the United States, and are intended only for use by persons within the United States. We make no representations that any materials on our website are appropriate for use by persons outside of the United States. We also do not intend for our websites to be used by children under the age of 13, nor do we seek to collect information about children under the age of 13. If you are under the age of 13, we request that you do not provide us with any personal information about yourself.
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Questions or Comments
Effective Date: January 20, 2005
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