Hamilton-Hesse: Web Terms and Conditions

 

1. Acceptance of Terms and Conditions

 

These Terms and Conditions (“Terms”) apply to www.hamiltonhesse.com (the “website”).  This website is operated by Hamilton-Hesse LLC (which is referred to as “Hamilton-Hesse” “we”, “us” or “our” in these Terms), a limited liability corporation incorporated in the State of Delaware (number 10064664) whose registered office is at 251 Little Falls Drive, Wilmington, DE 19808, USA and with its trading address at 20 F Street NW, 7th Floor, Washington DC 20001. We may transfer our rights and obligations under these Terms to another organisation. 

 

In these Terms, all references to Hamilton-Hesse are references collectively and inclusively to Hamilton-Hesse LLC, including its respective officers, directors, partners, personnel, affiliates; business associates; licensors; and contractors and subcontractors.

 

These Terms refer to the following additional terms, which also apply to your use of the website:

• Our Privacy Statement which explains how we collect, use and store your personal data;

• Our Cookie Policy which sets out information about the cookies on our website.

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By accessing or using the website, you confirm that: 

• you have read, understand and agree to comply with these Terms in all respects.  If you are not willing to comply with these Terms, you must cease using the website.

• 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 website on behalf of a corporation or other organisation, you represent and warrant that you have the ability to agree to these Terms on behalf of such organisation and all references to "you" throughout these Terms will include such organisation, jointly and severally with you personally.

• You understand that you are responsible for ensuring that all persons who access our website through your internet connection are aware of these Terms and other applicable terms of service, and that they comply with them.

• 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 you nevertheless access or use the website, 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.

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2. Changes to Website and Terms, and Withdrawal of Website

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We may update and change our website from time to time to reflect changes to our products and services, our users' needs and our business priorities.

 

We amend these Terms from time to time. Every time you wish to use our website, please check these Terms to ensure you understand the Terms that apply at that time.

 

Our website is made available free of charge.  We do not guarantee that our website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

 

3. Your Use of the Website

 

3.1. Intellectual Property Rights

 

We are the owner or the licensee of all intellectual property rights in our website, and in the material we have published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

 

You may print off one copy, and may download extracts, of any page(s) from our website for your personal use and you may draw the attention of others within your organisation to content posted on our website.  You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.  Our status (and that of any identified contributors) as the authors of content on our website must always be acknowledged (except where the content is user-generated).  You must not use any part of the content on our website for commercial purposes without obtaining a licence to do so from us or our licensors.

 

If you print off, copy, download, share or re-post any part of our website in breach of these Terms, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made (except that you are permitted to print off a copy of these Terms).

 

3.2. Lawful Use

 

You undertake only to use the website for lawful purposes.  You must not:

• Post, transmit or otherwise make available through the website any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory, libellous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment, such as a virus, worm, Trojan horse, Easter Egg, time bomb, spyware or other computer code, file or program (each, a “Virus”).

• Interfere with or disrupt the operation of the website or the servers or networks used to make the website available, including by hacking or defacing any portion of any of the website; or violate any requirement, procedure or policy of such servers or networks.

• Create or share content without first obtaining any necessary permissions from third parties or otherwise use the website to post or transmit any information that you do not have the right to provide; or that would violate any applicable law or regulation or the rights of any third party.

• Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the website except as expressly authorised herein.

• Reverse engineer, decompile or disassemble any portion of any of the website, except where such restriction is expressly prohibited by applicable law.

• Remove or alter any copyright, trademark or other proprietary rights notice on the website or content you access via the website.

• Frame or mirror any portion of the website, or otherwise incorporate any portion of the website into any product or service.

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3.3. No text or data mining, or web scraping

 

You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our website or any services provided via, or in relation to, our website for any purpose, including the development, training, fine-tuning or validation of AI systems or models. This includes using (or permitting, authorising or attempting the use of):

• Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of our website or any data, content, information or services accessed via the same.

• Any automated analytical technique aimed at analysing text and data in digital form to generate information or develop, train, fine-tune or validate AI systems or models which includes but is not limited to patterns, trends and correlations.

The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of the Digital Copyright Directive ((EU) 2019/790).  This clause will not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

 

3.4. Rules about linking to our website

 

You may link to our home page, provided that:

• You do so in a way that is fair and legal and does not damage our reputation or take advantage of it.  

• The link is not established in such a way as to suggest any form of association, approval or endorsement on our part where none exists.  

• You do not establish a link to our website in any website that is not owned by you.

• Our website is not framed on any other site, and you do not create a link to any part of our website other than the home page.

• The website in which you are linking must comply in all respects to all applicable legal and acceptable use rules, regulations and policies. 

We reserve the right to withdraw linking permission without notice.

 

3.5. Non-Compliance

 

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 website or take any other steps we consider appropriate. If we do not take action immediately, this does not mean we are giving up any rights that we/they may have (such as taking action in the future).

 

4. Reliance on Content of the Website

 

The content on our website is provided for general information only. It is not intended to amount to advice on which you should rely; neither the website nor the content available within it constitutes legal, accounting, tax, or other professional advice or services, and neither should be relied upon by you or any third party.   Information on this website should not be used as a substitute for consultation with professional accounting, tax, legal or other competent advisers.

 

Although we make reasonable efforts to update the information on our website, we make no representations, warranties or guarantees, whether express or implied, that the content on our website is accurate, complete or up to date. All information in this website is provided "as is", with no representation, or guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. In no event will Hamilton-Hesse LLC, or its partners, employees, contractors or agents, be liable to you or anyone else for any decision made or action taken in reliance on the information in this website or for any consequential, special or similar damages, even if advised of the possibility of such damages.  To the maximum extent permitted by applicable law, Hamilton-Hesse excludes all liability for any loss or damage of whatever kind and however arising in connection with your use of, or inability to use, the website and any materials you obtain via the website.

 

If this website is linked to third parties’ websites Hamilton-Hesse LLC makes no representations as to the accuracy or any other aspect of information contained in those websites.  The views expressed by other users on our site do not represent our views or values.

 

5. Your Submissions and Feedback

 

If the website contains functionality that permits you to comment on articles, share materials, or provide ideas, proposals, suggestions or make available any materials on the website (“Submissions”), you agree that your Submissions are not confidential and that you provide them freely and without restriction.  

 

We will consider any content you upload to our website to be non-confidential and not protected by any trade mark, patent or copyright ("non-proprietary"), that is, in the public domain. You own your content, but you are required to grant us and other users of our website a limited licence to use, store and copy that content and to distribute and make it available to others. We also have the right to disclose your identity to anyone who is claiming that any content posted or uploaded by you to our site violates their intellectual property rights or their right to privacy.

 

You grant us the following rights in respect of your submissions:

• A worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and your Submissions in connection with the service provided by the website and across different media including to promote our website or services.

• A worldwide, non-exclusive, royalty-free, transferable licence for other users, partners or advertisers to use the content in accordance with the functionality of our website.

 

We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the website; however, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of Submissions.

 

6. Exclusion of Liability

 

6.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAMILTON-HESSE DISCLAIMS 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 WEBSITE, THE USE OF OR INABILITY TO USE THE SAME, OR ANY OTHER SUBJECT MATTER HEREOF.

 

6.2. BY MAKING AVAILABLE THE WEBSITE, HAMILTON-HESSE IS NOT MAKING AN OFFER OF ANY FINANCIAL, TAX, ACCOUNTING, LEGAL OR OTHER PROFESSIONAL SERVICES OR GOODS, AND NONE OF THE INFORMATION PRESENTED ON THE WEBSITE SHOULD BE CONSTRUED AS LEGAL, TAX, ACCOUNTING OR ANY OTHER PROFESSIONAL ADVICE OR SERVICE.  YOU ACKNOWLEDGE THAT HAMILTON-HESSE IS NOT A REGULATED PROVIDER OF FINANCIAL SERVICES OR LEGAL SERVICES AND WILL NOT PROVIDE ANY SERVICES THAT CAN LEGALLY ONLY BE PROVIDED BY A PERSON WHO IS LICENSED OR ADMITTED TO PRACTICE BY, OR REGISTERED WITH, A COURT, GOVERNMENTAL BODY, OR PROFESSIONAL ORGANIZATION WITH RESPONSIBILITY FOR SUPERVISING THE LEGAL PROFESSION OR OTHERWISE QUALIFIED TO PRACTICE LAW. HAMILTON-HESSE ARE NOT LEGAL EXPERTS AND OUR VIEWS SHOULD NOT BE CONSIDERED AS LEGAL OPINION AND NONE OF THE SERVICES SHALL BE CONSTRUED AS LEGAL SERVICES, UNDER ANY CONDITIONS OR CIRCUMSTANCES.

 

6.3. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold Hamilton-Hesse and their insurers harmless from and against any action, proceedings claims, causes of action, demand, debts, fines, losses, damages, charges and costs, including reasonable legal costs and/or any amount paid to settle any action or to satisfy a judgement and expenses of any kind and character whatsoever incurred by Hamilton-Hesse relating to or arising from any content or information posted or transmitted by you using the website or otherwise arising out of your use of the website or use of the website by any third party who is given or gains access to the website due to your action or inaction. Your indemnification obligation to Hamilton-Hesse includes but is not limited to any instance where one or more 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.

 

6.4. 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.

 

7. Applicable Law

 

We both agree that these Terms, their subject matter and their formation, are governed by the laws of the State of New York and that the courts of the State of New York will have exclusive jurisdiction over any disputes in connection with them.