If you have any questions about this Agreement, please contact us at firstname.lastname@example.org.
(1) CONTENT: The Hub permits access to a variety of content and information, including text, photos, videos, audio, images, and other content (collectively, the “Content”). With the exception of Company Content, and as between the parties, all Content, and all trademarks, logos, copyrights, and other intellectual property displayed via the Hub is owned by O&E. O&E grants Company a personal, limited, revocable, non-exclusive, and non-transferable license to view, download, distribute, display, and make a reasonable number of copies of relevant Content, in each case, solely for Company’s non-commercial use of furthering their own initiatives in LGBTQ diversity and inclusion, provided, however, that Company provides reasonable prior written notice of public use of such Content and O&E reserves the right to review and approve any such public use. Any copies of Content from the Hub must not remove any copyright or other legal notices appearing in the Content and the Company may not alter or modify the Content in its copies.
(2) Account Creation: O&E will designate at least one individual to act as an administrator for the Company’s access to the Hub. The Company administrator may designate other individuals as contributors to, or reviewers of, the Hub. In each case, Company shall only authorize employees who are at least 18 years of age and fully competent to access and use the Hub on its behalf. Company will share this Agreement with each assigned employee and require such employees to comply with the terms set forth herein. Company is responsible for ensuring the truthfulness and accuracy of all registration information submitted in connection with its account and will maintain the accuracy of such information. Company shall timely terminate an employee’s access as appropriate (e.g., when an employee is no longer employed with Company). Company shall be responsible for the security and confidentiality of its login credentials and all acts by users of, and activities that occur under, Company’s account as if the same were committed by the Company. Company shall not share login credentials with third parties or employees who are not authorized to use the Hub. If Company violates any of the foregoing provisions, O&E has the right to suspend or terminate Company’s access to the Hub. Company will notify O&E immediately of any unauthorized use of Company’s account or other breach of security.
(3) Prohibited Use of Hub: Company will not use, attempt to use, assist in the use of, and will ensure that its authorized users will not use, the Hub in any manner that is unlawful or prohibited by this Agreement, including but not limited to the following:
- taking any action to disable or overburden the Hub or impair its function, transmit any virus, worm, time bomb or similar system interference or corruption through the Hub, or restrict or inhibit others from using the Hub,
- using automated means to access or copy portions of the Hub (such as by bots, robots or spiders that “harvest” Content) or delete, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Hub,
- forwarding Content as a mass distribution or otherwise send spam or other unauthorized advertisements or solicitations through the Hub,
- posting Content on another website, or otherwise copy (except as permitted in this Agreement), distribute or modify any portion of the Hub,
- removing or obscuring any copyright or trademark notice or other notices or legends features on the Content,
- violating (or encouraging or assisting others to violate) any law, regulation, rule or the intellectual property or any other rights of others, attempt to violate the security of the Hub or use or gain access to the identifies, information or computers of others through the Hub, or otherwise use the Hub in any manner that could expose O&E or users of the Hub to harm or liability;
- displaying the Hub as “framed” within another website or “deep link” to any pages of the Hub so as to create the impression that the Content on such pages is Company’s own, or
- implying or suggesting that O&E has endorsed or is affiliated with Company and any other party or website (including social media sites).
- uploading, posting, emailing or otherwise transmitting any content (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful or otherwise objectionable, including violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, disturbing, pornographic, or sexually suggestive photos or other content, (ii) that Company does not have a right to transmit under any law or under contractual obligation or (iii) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of us or any other party, or
- defaming, stalking, bullying, abusing, harassing, threatening, impersonating, or intimidating people or entities.
- discrimination or harassment on the basis of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, marital status, citizenship, national origin, genetic information, or any characteristics otherwise protected by law.
O&E has the right, but not the obligation, to monitor the Hub for any unauthorized or objectionable conduct and to take all appropriate action in response, including to suspend or terminate Company’s access to and use of the Hub, without notice to Company, and may report any activity relating to the Hub to regulators, law enforcement officials, or other persons or entities it deems appropriate (or as otherwise required by law).
(4) Company Content: Company may post or submit content, feedback, direct messages, or testimonials on or to this Hub (“Company Content”). Company retains ownership of all intellectual property rights in any Company Content created, posted, or shared by Company, on or through the Hub. Company grants a non-exclusive, transferable, sub-licensable (including, with respect to sub-licensing, to other Hub users in accordance with Section 1 above), royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of such Company Content. O&E is not responsible or liable for any Company Content, including Company Content that is posted or distributed pursuant to any user-to-user exchange. The views and opinions expressed by users are theirs alone, and are not endorsed by, and should not be ascribed to O&E. Company is solely responsible for all Company Content posted under its account and assumes all risks relating to its use by others and others’ reliance on its accuracy. Any communication or Company Content that Company sends or submits to the Hub is and will be deemed to be non-confidential as between and among Company, O&E, and other Hub users without prejudice to any use limitations in this Agreement. Company represents and warrants that it has the right and authority to post or submit all Company Content. Company acknowledges and agree that O&E has no obligation to display, monitor, or take any action with respect to Company Content. O&E reserves the right, without the obligation, to edit the Hub and to edit, remove, delete, or refuse any Company Content for any reason without notice to users. If Company Content violates the above standards or any other provision of this Agreement, O&E reserves the right to terminate the Company’s account and right to use the Hub, in addition to any other rights or remedies available. O&E does not approve or endorse any user-generated content, and Company agrees that O&E will have no responsibility or liability in connection with Company’s access to or use of any Content.
(5) Third Party Content. Company acknowledges and agrees that when using the Platform, users will be exposed to content from a variety of sources and that O&E is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third-party content. Company further acknowledges that users may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and agrees to waive, and hereby does waive, any legal or equitable rights or remedies it or its users have or may have against O&E with respect thereto.
(6) Digital Millennium Copyright Act (DMCA). If you believe your copyright has been infringed by materials accessible on the Hub, you may request removal of such materials from the Hub by notifying our designated Copyright Agent (contact information below) by sending a notice containing the following information at the email or mailing address listed below:
- An electronic or physical signature of the copyright owner or a person authorized to act on the copyright owner’s behalf;
- Identification and description of the copyrighted work that you believe to be infringed, including, if possible, a copy or location (for example, a URL) of an authorized version of the work;
- Identification and description of the material you believe to be infringing such copyrighted work and its location or information reasonably sufficient to permit us to locate the material;
- The name, address, telephone number, and, if available, email address at which the copyright owner or its authorized representative 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 owner, its agent, or the law;
- statement that the information in the notice is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
O&E’s designated Copyright Agent is: David Couch, email@example.com.
(7) Anticompetitive Behavior: The O&E Hub is intended to promote sharing best practices, resources, and examples related to their work in diversity and inclusion, and the antitrust laws do not prohibit this. However, other uses of the O&E Hub could raise antitrust concerns. Company must adhere to O&E’s Antitrust Guidelines and applicable antitrust and competition laws. Company may not communicate or share Competitively Sensitive Information about other companies, enter into agreements to engage in anticompetitive conduct, or coordinate companies’ respective competitive behavior on any competitive topic including, but not limited to, the compensation and benefits each company uses to retain and hire employees. “Competitively Sensitive Information” includes non-public information that would give a company a competitive advantage or allow companies to coordinate on commercial topics. Additional details can be found in O&E’s Antitrust Guidelines.
(8) Right to Change, Suspend, or Terminate Hub: O&E reserves the right, in its sole discretion, to change, limit, modify, suspend, or terminate the Hub, and to add or remove any individuals or entities from accessing the Hub for any reason, at any time without advance notice.
(9) Company Name and Logo: Company may not use any trademark, servicemark, or logo of O&E or any third party that appears on the Hub without prior written consent.
(11) WARRANTY DISCLAIMER: O&E AND ITS employees, consultants, agents, parents, subsidiaries, affiliates, officers, directors, partners, licensors, and content providers (“Third Parties”) MAKE NO REPRESENTATION OR WARRANTY AND SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE HUB AND THE CONTENT, INCLUDING ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY, ACCURACY, FREEDOM FROM VIRUSES OR MALWARE, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HUB AND THE CONTENT ARE PROVIDED “AS IS.”
(12) INDEMNIFICATION: Company agrees to indemnify, defend, and hold harmless O&E and its Third Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees and court costs) that O&E or Third Parties may incur as a result of or arising from: (1) Company’s use or and access to the Hub, including any Company Content or information Company submits, posts, or transmits through the Hub; (2) Company’s violation of this Agreement or applicable law; or (3) Company’s violation of any rights of any other person or entity. These indemnification obligations shall apply to Company and any individual accessing the Hub on behalf of the Company.
(13) LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTTED BY APPLICABLE LAW, IN NO EVENT SHALL O&E OR ITS THIRD PARTIES BE LIABLE TO ANY PARTY FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES UNDER ANY THEORY, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH COMPANY’S ACCESS TO, USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE HUB OR ANY CONTENT ACCESSED THEREBY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF O&E OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS UNENFORCEABLE, O&E’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). IF COMPANY IS DISSATISFIED WITH THE HUB, THEN COMPANY’S SOLE AND EXCLUSIVE REMEDY IS TO CEASE ACCESS TOTHE HUB.
(14) Governing Law & Venue: This Agreement shall be governed by and construed in accordance with the applicable laws of California, without giving effect to the principles relating to conflicts of laws. Each party irrevocably submits to the exclusive jurisdiction of the state or federal courts in California, with respect to any action, suit, or proceeding brought by it or against it by the other party.
(15) Survival: The following sections shall survive any termination or expiration of this Agreement: The first two sentences of Section 1 (Content) and the entirety of Section 3 (Prohibited Use of Hub), Section 4 (Company Content), Section 6 (DMCA), Section 9 (Company Name and Logo), Section 11 (Warranty Disclaimer), Section 12 (Indemnification), Section 13 (Limitation of Liability), and Section 14 (Governing Law & Venue).