Last updated: July 2018
BY ACCESSING OR USING THE WEBSITES, AND THE SERVICES AVAILABLE VIA THE WEBSITES, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS IN ALL RESPECTS WITH RESPECT TO THE WEBSITES. IF YOU ARE NOT WILLING TO BE BOUND BY EACH AND EVERY TERM OR CONDITION, OR IF ANY REPRESENTATION MADE HEREIN BY YOU IS NOT TRUE, YOU MAY NOT USE, AND MUST CEASE USING, THE WEBSITES.
- DESCRIPTION OF SERVICES.
Herrick Ltd. may discontinue, modify or suspend any aspect of the Websites without prior notice of any kind. Herrick Ltd. may impose limits on use of the Websites or suspend or discontinue access to all or part of the Websites without prior notice of any kind. Please check the Terms in this Agreement every time you visit to view any changes.
- ACCEPTANCE OF TERMS.
You agree that your use of the Websites is subject to the Terms in this Agreement. You are only authorized to use the Websites if you agree to abide by all applicable laws and to the Terms in this Agreement. Please read this Agreement carefully. If you do not agree with the Terms, you should leave the Websites.
Herrick Ltd. may modify the Terms in this Agreement from time to time, with or without notice to you, and such modifications shall be effective upon posting by Herrick Ltd. on the Websites. You agree to be bound by any changes to the Terms when you use the Websites after any such modification is posted. It is therefore important that you review the Terms in this Agreement regularly to ensure that you are updated as to any changes.
This Agreement, and any posted revisions to the Terms in this Agreement, shall remain in full force and effect while you use the Websites.
For clarity and comprehension, we have defined certain words used in the Terms and on the Websites. Additional definitions are included elsewhere in the Terms.
- “Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.
- “Herrick”, “we” or “us” refer to Herrick Ltd.
- “Herrick Parties” refers collectively and inclusively Herrick Ltd., including its officers, directors, partners, principals or equivalent; personnel; affiliates; business associates; licensors; and contractors and subcontractors.
- “Registered User” means a user who has registered and created an Account with Herrick to access enhanced features of a Website.
- “User” means any person who accesses the Website(s).
- “You" means you as an individual user of a Website(s).
PRIVACY AND PROTECTION OF PERSONALLY IDENTIFIABLE INFORMATION.
About the Websites
The Websites provide information about Herrick Ltd., including thought leadership and the services and products we provide. References to “the site,” “the Website,” “the Websites”, and “www.herrickltd.com” include all software, content and features provided within the relevant Website(s).
The Websites offer a range of interactive features, such as access to premium and personalized content, user profiles, commenting and other publicly accessible collaborative features. We may add other features from time to time. Certain features are available only to Registered Users. For more information about registration, please see the Registration section of these Terms.
Informational purposes only
The Websites and content available within them is for informational purposes only. Neither the Websites nor the content available within constitutes professional advice, and neither should be relied upon by you or any third party, including to operate or promote your business, secure financing or capital in any form, obtain any regulatory or governmental approvals, or otherwise be used in connection with procuring services or other benefits from any entity. Before making any decision or taking any action, you should consult with professional advisers.
Changes to and availability of the Websites
The Websites are made available on an “as is” basis with no representation or warranty with respect to their functionality or availability and with no guarantee that they are complete, accurate, or timely nor any guarantee regarding any results you or others may obtain from their use. Access to all or parts of any of the Websites may be suspended at any time without notice.
Your Representations and Warranties
If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old.
If you are using the Websites on behalf of a corporation or other organization, you represent and warrant that you have the ability to agree to these Terms on behalf of such organization and all references to “you” throughout these Terms will include such organization, jointly and severally with you personally.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If any applicable law, rule or regulation prohibits you to access the Websites, you may not access them. If you nevertheless access or use the Websites, you will still be bound to these Terms and shall have all the obligations, responsibilities and liabilities as if you were eligible to do so.
You will use the Websites only for lawful purposes. If at any time you become aware of any violation, by any person or entity, of any part of these Terms, you will immediately notify us by contacting us here and provide us with assistance, as requested, to stop or remedy such violation.
In using the Websites, you must not do any of the following:
- Use the Website in any manner that could damage, disable, overburden, or impair any of the Website’s servers or the network(s) connected to any of the Website’s servers, or interfere with any other party’s use and enjoyment of the Website.
- Attempt to gain unauthorized access to any part of the Website, other accounts, computer systems or networks connected to any Website server, through hacking, password mining or any other means.
- Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website.
- Use the Website in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative, exploitive or unsolicited messages (commercial or otherwise).
- Advertise products of any kind that you or someone else manufacturers, supplies, distributes. This includes not publishing, posting, uploading, discussing, mentioning or listing the telephone numbers, addresses, facsimile numbers, e-mail addresses, domain names or Web links of your manufacturing, supply, retail, or wholesale business or any other business of this type.
- Publish, post, upload, link to, discuss, disseminate, mention, or list your own personal contact information if it is for the purpose of advertising, distributing or selling products or services that you or someone else manufactures, supplies, distributes or sells.
- Publish, post, upload, link to, discuss, disseminate, mention or list your or anyone else’s age or e-mail address anywhere on the Website.
- Publish, post, upload, link to, discuss, disseminate, mention or list names, telephone numbers, addresses, e-mail addresses, facsimile numbers, domain names or websites of any other Users.
- Defame, abuse, harass, stalk, threaten, offend, provoke, name call, or otherwise violate the legal rights (including the rights of privacy and publicity) of others.
- Publish, post, upload, disseminate, use or make comments which are of an abusive, violent, inappropriate, vulgar, profane, defamatory, obscene, indecent, sexually explicit, pornographic, or otherwise objectionable or unlawful nature.
- Publish, post, discuss, upload, disseminate or mention information that contains content intended to victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, race, ethnicity, age, disability, or sexual orientation. Hate speech of any kind is not permitted on the Website.
- Publish, post, discuss, upload, disseminate or mention illegal activities of any kind, including, without limitation, references to illegal drug use, terrorist activities, making or buying illegal weapons, violating someone else’s privacy or child pornography.
- Publish, post, upload, disseminate, post Web links to or otherwise make available any content, which is obscene, lewd, violent, sexually explicit, pornographic or otherwise objectionable or illegal.
- Publish, post, upload, use or otherwise make available, pass off as your own, or solicit for exchange, sale or purchase, any content protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
- Post, upload, disseminate, link to, use, modify, copy, reproduce, republish, transmit or otherwise make available any content, which is made available through the Website in any manner that infringes any copyright, trademark, patent, trade secret, or other personal or proprietary right of any party.
- Publish, post, upload, disseminate, use, link to or otherwise make available any image, photograph or picture of any other person or User without that person’s or User’s consent.
- Solicit information of any kind from or exploit in any way Users who are under the age of 18.
- Upload files to the Website that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
- Harvest, solicit or otherwise collect personal information from or about other Users for any purpose.
- Use the Website in any manner which is inconsistent with or violates any applicable laws or regulations.
- Create a false identity on the Website for the purpose of misleading others.
- Publish, post, disseminate, link to, upload, use, copy or otherwise make available (whether or not for a fee) any directory of Users of the Website.
- Register on the Website under a new User name if Herrick, Ltd. has restricted, suspended or terminated your use or Membership on the Website.
- Register more than once or register more than one User name on the Website. If you register more than once or register any additional User name(s), Herrick, ltd will delete any additional registration and/or User name from the Website and system.
- Register with a User name that is offensive, deceptive or violates any other party’s rights.
- Register on the Website if you are under the age of 14.
- Register on the Website with a non-working or inactive e-mail address, or someone else’s e-mail address other than your own.
- Publish, post, upload, disseminate, discuss, mention or insinuate false information about other Users.
- Publish, post, upload, disseminate, discuss or mention the value, validity or effectiveness of products or services of sponsors if you have never owned or used such product or services.
If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Websites or take any other steps we consider appropriate.
Certain features of the Websites are available only to Registered Users. Current examples include access to premium content and any on-site commenting or collaboration activities. Additional features may be made available to Registered Users over time.
How to register
To register, you will need to provide certain information about yourself and create a username and password. This combination of information (“Account”) will be your Account as a Registered User.
Registrations may be accepted, rejected or cancelled by us at any time and for any reason. If your registration is cancelled, you will continue to have access to the Websites; however, you will no longer have access to features available only to Registered Users.
Responsibilities of Registered Users
If you choose to register with us and become a Registered User, you agree you are solely responsible for your Account and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission, and you agree to:
- provide true, current, accurate and complete information about yourself as requested by us from time to time and notify us promptly of any changes to your information so that your Account information is current, complete and accurate;
- maintain the confidentiality and security of your Account, including your username and password;
- notify us immediately of any unauthorized use of your Account, Account password, or service provided through your Account, as well as any breach of security with respect to your Account, Account password, or service provided through it; and
- assist us, if and as we request, to stop or remedy any breach of security related to your Account.
Without limited any other remedy available to Herrick, we may, in our sole discretion, suspend, restrict or terminate your use of the Websites (including your Account, if you are a Registered User), effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Websites or our or any third party's equipment or network is impaired by your use of the Websites; we have received a third party complaint which relates to your use or misuse of the Websites; or you have been or are in breach of any term or condition of these Terms. We will have no responsibility to notify any third-party, including any third-party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Websites.
Submissions, including Comments and Feedback
The Websites may contain functionality that permits you to comment on articles; share materials; provide ideas, proposals, suggestions (“Feedback”); or otherwise make available certain materials through or in connection with your use of the Websites (collectively, “Submissions”).
Whether related to the Websites or otherwise, you acknowledge and agree that your Submissions are not confidential; that your provision of Submissions is gratuitous, unsolicited and without restriction, or, at the least, subject to the license requirements below; and that the provision of any Submission does not place Herrick under any fiduciary or other obligation.
We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the site; however, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submissions.
If you choose to make publicly available any of your personally identifiable or other information through the Websites (for example through posting a comment or other form of Submission), you do so at your own risk and you agree that such Submissions by you will comply with all relevant requirements set out in these Terms.
Except where expressly stated otherwise, all right, title, and interest in and to the Websites and all Content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the Websites (collectively, "Our Content") are (a) fully vested in us, our licensors, or our suppliers and (b) protected by applicable copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws.
You agree that Our Content is licensed subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Websites as set out in these Terms.
Unless otherwise expressly authorized by us in writing, you agree not to
- copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content;
- remove any proprietary notices or labels on or in Our Content; or
- allow any other person or entity to engage in any of the foregoing.
You represent and warrant that you have all rights necessary to grant the licenses referred to in these Terms. You further represent and warrant that your Submissions are (a) complete and accurate and (b) are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
We do not claim ownership of your Submissions; however, you agree that by posting, uploading, inputting, providing, submitting, entering, or otherwise transmitting your Submissions to us or any third-party using the Websites:
- You have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze, exploit and practice any comment or submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials);
- You will have thereby confirmed, represented and warranted to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to your Submissions set out above;
- You will indemnify and hold the Herrick Parties harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from your Submissions, including instances where any of your Submissions (a) infringes any Third Party Content or other third-party intellectual property rights, or (b) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful; and
- You acknowledge and agree that the technical processing and transmission of the Websites, including your Submissions, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that your Submissions may be subject to "caching" or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.
Compliance and Complaints
We do not have any obligation to censor or review any of your Submissions, to censor or review any Third-Party Content, or to monitor use of the Websites. However, you agree that we may, without notice or liability, in within applicable law, to disclose to third-parties any of your information or your Submissions; monitor use of the Websites; and monitor, review, and retain your Submissions if we believe in good faith that such activity is reasonably necessary to provide the Websites to customers, ensure adherence to or enforce the terms of these Terms, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others.
If we receive a complaint relating to your use of the Websites, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, and/or remove your Submissions from our servers.
The Websites may contain links to websites and other materials made available by third parties (collectively, "Third -Party Content"). If you use such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Content.
Third-Party Content may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Websites or these Terms grants you any right, title or interest in or to this Third-Party Content except for the limited right to use the Websites as set out in these Terms.
We neither control nor endorse, nor are responsible for, any Third-Party Content and we make no representations or warranties with respect to them. The availability of any Third-Party Content through the Websites does not imply the endorsement of, or affiliation with, any provider of such Websites or materials. Your use of any Third-Party Content is at your own risk and is subject to any terms, conditions and policies applicable to them (such as terms of service or privacy policies of the providers of the Third-Party Content).
Trade and Service marks
You may not use the “Herrick” trade name, trademark, service mark, logo or design, or any other mark held by Herrick, in connection with any product or service or in any manner that is likely to cause confusion. Nothing contained on the Websites should be construed as granting any right to use any trade names, trademarks, service marks, logos or designs without the express prior written consent of Herrick.
The Websites may include open source components, which are licensed for use and distribution by us under applicable open source licenses. Use of these open source components is governed by and subject to the terms and conditions of the applicable open source license.
U.S. Copyright Infringement Claims
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Websites infringe your copyright, you (or your agent) may send to Herrick a written notice by mail or e-mail, requesting that Herrick remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Herrick a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Herrick’s DMCA agent as follows:
By mail to:
Dunkiel Saunders Elliott Raubvogel & Hand, PLLC
Attn: Justin McCabe
91 College ST.
Burlington, VT 05401
or by fax to the fax number that we will provide to you if you request such fax number by contacting Herrick’s DMCA agent by mail, e-mail or telephone at the addresses or phone number provided in this Section.
Herrick’s DMCA agent’s phone number is (802) 860-1003. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
Liability and Warranties
HERRICK MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SITE, WHICH IS PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL IMPLIED WARRANTIES REGARDING THE SITE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Limitation of liability
THE WEBSITES ARE PROVIDED FOR INFORMATION PURPOSES ONLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR ASSOCIATED PERSONS EXCLUDE ALL LIABILITY FOR ANY LOSS OR DAMAGE OF WHATEVER KIND AND HOWEVER ARISING IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE WEBSITES AND ANY MATERIALS YOU OBTAIN VIA THE WEBSITES.
YOU ACKNOWLEDGE AND ACCEPT THAT USE OF THE WEBSITES IS SUBJECT TO THE RISKS INHERENT IN ANY CONNECTION AND TRANSMISSION ON THE INTERNET, IN PARTICULAR IN RELATION TO SECURITY RISKS AND VULNERABILITIES, TECHNICAL PERFORMANCE AND RISK OF INTERRUPTION. ACCORDINGLY, NEITHER HERRICK NOR ANY HERRICK PARTIES ARE LIABLE TO YOU IN ANY CIRCUMSTANCES FOR ANY LOSSES OR DAMAGES CAUSED BY DISRUPTION OR FAILURE OF INTERNET NETWORKS OR FOR ANY INTERRUPTIONS TO OR RESTRICTIONS ON THE ACCESSIBILITY OF THE WEBSITES ARISING FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, BY REASON OF A VIRUS, SECURITY RELATED VULNERABILITY, OR TECHNICAL OR OPERATIONAL FAILURE OF ANY NATURE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HERRICK PARTIES DISCLAIM ALL LIABILITY AND SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR REVENUES, GOODWILL, WORK STOPPAGE, SECURITY BREACHES, VIRUSES, COMPUTER FAILURE OR MALFUNCTION, USE, DATA OR OTHER INTANGIBLE LOSSES OR COMMERCIAL DAMAGES, EVEN IF ANY OF SUCH PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH LOSSES, ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF.
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HERRICK PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ERRORS OR OMISSIONS IN THE WEBSITES; ANY INFORMATION MADE AVAILABLE THROUGH THEM; ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE WEBSITES OR THE INFORMATION MADE AVAILABLE THROUGH THEM; OR FOR ANY LOSS OR DAMAGES - INCLUDING CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES - THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITES OR ANY INFORMATION OR MATERIALS OBTAINED BY YOU VIA OR IN CONNECTION WITH THE WEBSITES.
To the maximum extent permitted by applicable law, you agree to defend (at the indemnified party’s option), indemnify, and hold the Herrick Parties and their insurers harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses in connection with any claim arising out of or in connection with any content or information posted or transmitted by you using the Websites or otherwise arising out of your use of the Websites or use of the Websites by any third party who is given or gains access to the Websites due to your action or inaction. The Herrick Parties have the right at any time to forego the indemnification and assume the defense of any claim. Notwithstanding the foregoing, it is not the intent of the Herrick Parties to affect the rights of the Herrick Parties or their insurers to assume the defense or settlement of any claim against any Herrick Party for which insurance coverage is sought under any applicable insurance policy.
Disclaimers and Assumptions of Risk
HERRICK DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT CONTAINED ON THIS SITE.
THE WEBSITES AND ALL INFORMATION PROVIDED TO YOU VIA THE WEBSITES IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HERRICK PARTIES DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WITH RESPECT TO THE SAME, INCLUDING WITHOUT LIMITATION ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WITH RESPECT TO THE SAME, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, NON-INTERFERENCE, ERROR-FREE SERVICE, AND UNINTERRUPTED SERVICE. HERRICK DOES NOT REPRESENT OR WARRANT THAT THE WEBSITES, SERVICES AND INFORMATION PROVIDED THROUGH THE WEBSITES, OR SOFTWARE OR INFORMATION DOWNLOADED FROM THE WEBSITES WILL BE ACCURATE, CURRENT, UNINTERRUPTED, ERROR-FREE, OMISSION-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
BY MAKING AVAILABLE THE WEBSITES, HERRICK IS NOT MAKING AN OFFER OF ANY FINANCIAL, TAX, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL SERVICES OR GOODS, AND THE INFORMATION PRESENTED ON THE WEBSITES SHOULD NOT BE CONSTRUED AS LEGAL, TAX, ACCOUNTING OR ANY OTHER PROFESSIONAL ADVICE OR SERVICE.
Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these Terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make these Terms consistent with such prohibitions.
Your use of the Websites, and the content and features accessed through them, constitutes your agreement to these Terms; such agreement will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.
In these Terms, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms, (ii) the word "including", the word "includes" and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to Websites addresses or URLs will also include any successor or replacement Websites containing substantially similar information as the referenced Websites(s).
No implied waiver
If you do not comply with these Terms, and we do not take action immediately, this does not mean we or any of the Herrick Parties are giving up any rights that we/they may have (such as taking action in the future).
Any cause of action you may have with respect to these Terms or the Websites must be commenced within one year after the claim or cause of action arose, or it will be barred.
Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with these Terms and Conditions:
- by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your Account;
- by you to us will be deemed to have been effectively and validly given only if in writing and delivered or submitted to:
72 Main St
Burlington, VT 05401
With Copy to:
Dunkiel Saunders Elliott Raubvogel & Hand PLLC
Attn: Justin McCabe
91 College St.
Burlington, VT 05602
We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms or use of the Websites.
Neither party will be responsible for a failure to fulfil its obligations under these Terms or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.
These Terms, as amended from time to time, including any and all documents, Websites, rules, terms and policies referenced herein, including but not limited to the Privacy Statement, constitutes the entire agreement between us and you with respect to your use of the Websites.
If a particular term is found to be unenforceable, this will not affect any other terms.
Governing Law and Dispute Resolution
Unless Terms and Conditions available on a particular Website state otherwise, these Terms will be governed by laws of the State of Vermont and any dispute or proceedings arising from your use of the Websites shall be subject to the exclusive jurisdiction of the federal and state courts in Chittenden County, Vermont.