The HLA Competency Directory and the HLA Website are protected by copyright laws, international copyright treaties and other intellectual property laws and treaties. The HLA Competency Directory is licensed on a non-exclusive basis, not sold. You may download and use the HLA Competency Directory or other content on the HLA Website (“Website Content”) on computers within your organization, and may use the HLA Competency Directory or Website Content for non-commercial purposes, including without limitation educational or professional certification activities, only. If you would like to use the HLA Competency Directory or Website Content for any other purposes, you must obtain prior written approval from the Organizations, and must pay the applicable license fee determined by the Organizations for such commercial use. All rights not expressly granted are reserved by the Organizations. Not limiting the foregoing, this Agreement does not grant you any rights to (and you are prohibited from): (i) granting any sublicense, distributing or transmitting the HLA Competency Directory or Website Content in whole or in part; (ii) modifying the HLA Competency Directory or Website Content; (iii) using any trademarks of the Organizations or HLA; or (iv) using the HLA Competency Directory or Website Content for purposes other than non-commercial purposes as described herein. Your rights under this Agreement may not be transferred, leased, assigned, or sublicensed. Any purported attempt to transfer, lease, assign, or sublicense your rights will be void.
Ownership of Intellectual Property
As between you and the Organizations, all rights in and to the HLA Competency Directory and Website Content are owned by the Organizations, including all rights provided under copyright law, trademark law, patent law, trade secret law, and all other forms of proprietary and intellectual property protection.
Without prejudice to any other rights, the Organizations may terminate this Agreement if you fail to comply with the terms of this Agreement. In such an event, you must cease using the HLA Website and destroy all copies of the HLA Competency Directory or Website Content in your possession or control. You may terminate this Agreement at any time by discontinuing use of the HLA Competency Directory and HLA Website, erasing the HLA Competency Directory and Website Content from all computer memories and storage devices within your possession or control, and destroying all hard copies of the HLA Competency Directory and Website Content or portions thereof, and all related documentation and all copies and installations thereof, whether made under these terms or otherwise. In the event of termination by you or the Organizations, you will not receive a refund of any license fees paid by you for use of the HLA Competency Directory, if any, as all such fees shall be deemed nonrefundable.
U.S. Government Restricted Rights
The HLA Competency Directory has been developed entirely at private expense. In the event the U.S. Government seeks to obtain the HLA Competency Directory through standard commercial practice, this Agreement, instead of any government regulatory clause will control the terms of the U.S. Government's license.
Disclaimer of Warranties; Exclusion of Damages; Limitation of Liability
If you are dissatisfied with the HLA Competency Directory or the HLA Website, or with any terms of this Agreement, your sole and exclusive remedy is to discontinue using the HLA Competency Directory and the HLA Website. The Organizations assume no responsibility and shall not be liable for the accuracy, completeness, timeliness, reliability, relevance or usefulness of the HLA Competency Directory or Website Content, or for any liability that may result from your use thereof. The Organizations also assume no responsibility and are not liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of the HLA Competency Directory or the HLA Website.
The HLA Competency Directory and the HLA website are provided as is. The Organizations (and their suppliers and affiliates) make no warranties or representations as to the performance or results you may obtain, and provide no guarantee against the possibility of deletion, misdelivery or failure to store communications, personalized settings, or other data. In no event will the Organizations (or their suppliers and affiliates) be liable to you or any third party for any claim arising in connection with the use of or reliance on the HLA competency directory or website content. The Organizations (and their suppliers and affiliates) expressly disclaim all liability for errors or omissions in, or the misuse or misinterpretation of, any information contained in the HLA Competency Directory or the HLA website, and hereby disclaim all warranties, express, implied, or statutory, including but not limited to any warranties of title, non-infringement, merchantability, fitness for any particular purpose, or lack of viruses. To the maximum extent permitted by applicable law, in no event will the Organizations (or their suppliers and affiliates) be liable to you for any consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for any injury to person or property, loss of profits, business interruption, or loss of business information) arising out of or in any way related to the use of or inability to use the HLA Competency Directory or the HLA website, even if the Organizations (or their suppliers and affiliates) have been advised of the possibility of such damages. In no event will the Organizations' liability (or that of their suppliers and affiliates) exceed the greater of $1000 or the amount you paid for the HLA Competency Directory. Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential, or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
You agree to indemnify and to hold each of the Organizations harmless from any and all claims (including reasonable attorneys’ fees and costs) resulting from your acts, omissions, or representations in any way related to this Agreement or your access to, and use of, the HLA Competency Directory or the HLA Website. You shall use your best efforts to cooperate with the Organizations in the defense of any claim. The Organizations reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
In general, you can visit the HLA Website and access the HLA Competency Directory without disclosing who you are or revealing any information about yourself. HLA’s web servers may collect domain names of those who visit the HLA Website and may use this information to evaluate the use of the HLA Website in order to improve the content being provided and for other purposes related to HLA’s business. HLA may share aggregate information regarding HLA Website traffic and the overall characteristics of our contact database with our partners and advertisers, but not personally identifiable information regarding visitors to the HLA Website.
Notwithstanding the foregoing, the Organizations do collect personally identifiable information from their members in accordance with the privacy policies set forth on their respective websites. The Organizations will not share your personally identifiable information with any third party except as set forth in their individual privacy policies.
Do not send the Organizations any confidential or proprietary information. Any feedback, data, answers, questions, comments, suggestions, ideas or the like, which you send to any of the Organizations will be treated as being non-confidential and non-proprietary. The Organizations assume no obligation to protect such information from disclosure and will be free to reproduce, use and distribute the information to others for any purpose and without restriction. The Organizations will also be free to use any ideas, concepts, know-how or techniques contained in information that you send to them for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services incorporating such information.
The Organizations are under no obligation to monitor the material residing on or transmitted to this server. However, anyone using this server agrees that the Organizations may monitor the server contents periodically to (a) comply with any necessary laws, regulations or other governmental requests; (b) to operate the server properly or to protect itself and its users; or (c) any other business purpose. The Organizations reserve the right to modify, reject or eliminate any material residing on or transmitted to its server that it, in its sole discretion, believes is unacceptable or in violation of the law or this Agreement.
This Agreement and the rights and obligations of the parties with respect to the HLA Competency Directory and the HLA Website will be governed by, and construed in accordance with the laws of the State of Colorado without reference to the choice of law principles thereof. Any actions, proceedings or suits concerning or relating to this Agreement may only be brought in a court of competent jurisdiction in Denver, Colorado, and each party hereby consents to the jurisdiction and venue of such court, and waives any objections thereto. If any part of this Agreement is found unenforceable, it will not affect the validity or enforceability of any other provision of this Agreement and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. Failure by either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of the duration of such default, will not constitute a waiver of rights hereunder. The HLA Competency Directory and the Website Content may not be shipped into any country or used in any manner prohibited by law, regulation or order. Except as provided below, no amendment, modification, or waiver of any provision of this Agreement will be effective unless it is set forth in a writing signed by an authorized officer of both parties. This Agreement constitutes the complete agreement between you and the Organizations with respect to the HLA Competency Directory and the HLA Website, and supersedes all proposals (oral or written), all previous negotiations, and all other communications, except as set forth above. The Organizations may at any time, in their sole discretion, revise the terms of this Agreement by updating them on the HLA Website. You are bound by any such revisions and should therefore periodically visit the HLA Website to review the current Agreement.