Terms

Terms of Use

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Effective date: April, 11, 2018

Welcome to HayMap. These Terms of Use describe the terms and conditions applicable to your access and use of the website at www.haymap.com (“Site”) and HayMap for mobile devices (“App”). This document is a legally binding agreement between you as the user(s) of the Site or App (referred to as “you”, “your” or “User” hereinafter) and HayMap LLC. (incorporated in United States, PO Box 333, Chappell Hill, TX 77426, Texas) (referred to as “we”, “our” or “HayMap” hereinafter).

1.Application and Acceptance of the Terms

1.1 Your use of the Site, App and HayMap’s services, software and products (collectively as the “Services” hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy and any other rules and policies of the Site and App that HayMap may publish from time to time. This document and such other rules and policies of the Site and App are collectively referred to below as the “Terms”. By accessing the Site or App or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services, the Site or App if you do not accept all of the Terms.
1.2 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with HayMap, or (b) you are not permitted to receive any Services under the laws of United States or other countries / regions including the country / region in which you are resident or from which you use the Services.
1.3 You acknowledge and agree that HayMap may amend any Terms at any time by posting the relevant amended and restated Terms on the Site and App. By continuing to use the Services or the Site and App, you agree that the amended Terms will apply to you.
1.4 You may be required to enter into a separate agreement, whether online or offline, with HayMap for any Service (“Additional Agreements”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.

 

2. Provision of Services

2.1 You must register on the Site or App in order to access and use some Services. Further, HayMap reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services).

2.2 Services (or any features within the Services) may vary for different regions. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. HayMap may in our sole discretion limit, deny or create different level of access to and use of any Services (or any features within the Services) with respect to different Users.
2.3 HayMap may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice.

 

3. Users Generally

3.1 As a condition of your access to and use of the Site, App or Services, you agree that you will comply with all applicable laws and regulations when using the Site, App or Services.
3.2 You agree to use the Site, App or Services solely for your own private and internal purposes. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Site and App (the “Site and App Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site or App Content for the purposes of operating a business that competes with HayMap, or otherwise commercially exploiting the Site and App Content. Systematic retrieval of Site and App Content from the Site or the App to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from HayMap is prohibited. Use of any content or materials on the Site or App for any purpose not expressly permitted in the Terms is prohibited.
3.3 You must read HayMap’s Privacy Policy which governs the protection and use of personal information about Users in the possession of HayMap. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.
3.4 HayMap may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ websites. You are cautioned to read such web sites’ terms and conditions and/or privacy policies before using the websites. You acknowledge that HayMap has no control over such third parties’ websites, does not monitor such websites, and shall not be responsible or liable to anyone for such websites, or any content, products or services made available on such websites.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of HayMap and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of HayMap’s feedback system, such as leaving positive feedback for yourself using secondary IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 By posting or displaying any information, content or material (“User Content”) on the Site or App or providing any User Content to HayMap or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to HayMap to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Site and App, the provision of any Services and/or the business of the User. You confirm and warrant to HayMap that you have all the rights, power and authority necessary to grant the above license.

 

4. User Accounts

4.1 User must be registered on the Site or App to access or use some Services. Except with HayMap’s approval, one User may only register one account on the Site or App. HayMap may cancel or terminate a User’s account if HayMap has reasons to suspect that the User has concurrently registered or controlled two or more accounts. Further, HayMap may reject User’s application for registration for any reason.
4.2 Upon registration on the Site, HayMap shall assign an account and issue a User ID and password (the latter shall be chosen by a registered User during registration) to each registered User.
4.3 A set of User ID and password is unique to a single account. Each User shall be solely responsible for maintaining the confidentiality and security of your User ID and password and for all activities that occur under your account. No User may share, assign, or permit the use of your User account, ID or password by another person outside of the User’s own business entity. User agrees to notify HayMap immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.
4.4 User agrees that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services or sending SMS) will be deemed to have been authorized by the User.
4.5 User acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple use“), may cause irreparable harm to HayMap or other Users of the Site or App. User shall indemnify HayMap, our directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. User also agrees that in case of the multiple use of your account or User’s failure to maintain the security of your account, HayMap shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate User’s account without liability to User.

 

5. User’s Responsibilities

5.1 Each User represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) you use the Site, App and Services for business purposes only; and (c) the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 User will be required to provide information or material about your entity, business or products/services as part of the registration process on the Site or App or your use of any Service or the User account. Each User represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Site, App or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.3 Upon becoming a registered User, you consent to the inclusion of the contact information about you in our Database and authorize HayMap to share the contact information with other Users or otherwise use your personal information in accordance with the Privacy Policy.
5.4 Each User represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) you have the right and authority to sell, trade and distribute or offer to sell, trade and distribute the products or services described in the User Content and such sale, trade and distribution or offer does not violate any Third Party Rights and (d) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5.5 Each User further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate the Terms or any applicable Additional Agreements
f) not violate any applicable laws and regulations (including without limitation those governing consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other websites which includes any content that may violate the Terms.
5.6 Each User further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Site and App in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Site and App in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services, Site or App to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate HayMap’s various proprietary directories, databases and listings;
i) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by HayMap and/or any user of the Site or gain unauthorized access to such data, systems or networks;
k) not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for HayMap.

5.7 User may not use the Services and User account to engage in activities which are identical or similar to HayMap’s e-commerce marketplace business.
5.8 User agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for HayMap’s provision of the Services, evaluating whether User has breached the Terms and/or handling any complaint against User. If User’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, HayMap shall not be obliged to extend the relevant service period nor shall be liable for any loss or damages arising from such delay, suspension or termination.
5.9 User acknowledges and agrees that HayMap shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or material or information created, obtained or accessible through the Services, Site or App. HayMap does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any User. Each User is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information
5.10 User acknowledges and agrees that the Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use.
5.11 User acknowledges and agrees that each User is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all use of the Site, App and Services are in compliance with the same.

 

6. Breaches by Users

6.1 HayMap reserves the right in our sole discretion to remove, modify or reject any User Content that you submit to, post or display on the Site or App which we reasonably believe is unlawful, violates the Terms, could subject HayMap to liability, or is otherwise found inappropriate in HayMap’s opinion.
6.2 If any User breaches any Terms, or if HayMap has reasonable grounds to believe that a User is in breach of any Terms, HayMap shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the User’s account and any and all accounts determined to be related to such account by HayMap in its discretion; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that the User has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the User may post or display; (iv) imposing other restrictions on the User’s use of any features or functions of any Service as HayMap may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as HayMap may deem necessary or appropriate in its sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a User would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party, HayMap has reasonable grounds to believe that such User has willfully or materially failed to perform your contract with such third party including without limitation where the User has failed to deliver any order by such third party after receipt of the purchase price, or where the order User has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
b) HayMap has reasonable grounds to suspect that such User has used a stolen credit card or other false or misleading information in any transaction with a counter party,
c) HayMap has reasonable grounds to suspect that any information provided by the User is not current or complete or is untrue, inaccurate, or misleading, or
d) HayMap believes that the User’s actions may cause financial loss or legal liability to HayMap or any other Users.
6.4 HayMap reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, HayMap may disclose the User’s identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. HayMap shall not be liable for damages or results arising from such disclosure, and User agrees not to bring any action or claim against HayMap for such disclosure.
6.5 If a User is in breach of the Terms, HayMap also reserves the right to publish the records of such breach on the Site and App.
6.6 Each User agrees to indemnify HayMap, our directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your use of the Site, App or Services, or from your breach of the Terms.
6.7 Each User further agrees that HayMap is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted over the Site or App, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each User. HayMap reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with HayMap in asserting any available defenses.

 

7. Transactions Between Buyers and Sellers

7.1 Through the Site and App, HayMap provides electronic web-based platforms for exchanging information between buyers and sellers of products and services. HayMap additionally provides electronic web-based transaction platforms for Users to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Site and App subject to the Terms. However, for any Services, HayMap does not represent either the seller or the buyer in specific transactions. HayMap does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site and App or the ability of the sellers to complete a sale or the ability of buyers to complete a purchase.
7.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretenses. HayMap uses several techniques to verify the accuracy of certain information. However, because user verification on the Internet is difficult, HayMap cannot and does not confirm each User’s purported identity. We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing.
7.3 Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions in connection with using the Site, App or Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Site and App. Such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site and App may violate or may be asserted to violate Third Party Rights, and the risk that User may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consumers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to products originally obtained by Users of the Site and App as a result of purchase and sale transactions in connection with using the Site or App may suffer harms and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as “Transaction Risks”. Each User agrees that HayMap shall not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
7.4 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Site, App or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
7.5 User agrees to provide all information and materials as may be reasonably required by HayMap in connection with your transactions conducted on, through or as a result of use of the Site, App or Services. HayMap has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
7.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify HayMap (and our agents, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

7.7 The User agrees with the use of PayPal for payments, as well as the commissions that the use of the PayPal platform charges.

7.8 The Seller will be paid the amount owing for the transaction by direct transfer using PayPal after HayMap receives confirmation from the Buyer that the order has been successfully received.

7.9 All payments by User to us are final and are not refundable. At our sole discretion some buyer’s deposits may be eligible for a refund if the transaction is proved to be incomplete, not have taken place and negative feedback has been left for the seller stating the reason for not purchasing their product. Keep in mind the other party is also leaving feedback for the transaction too, so there must be a consensus that the transaction was not completed for the buyer to eligible for a refund.

7.10 User may cancel the User’s account at any time, but we do not provide any refunds in relation to cancellations.

8. Auto Renewing Subscriptions in our iOS App

8.1 Payment will be charged to iTunes Account at confirmation of purchase.

8.2 Subscription automatically renews unless auto-renew is turned off at least 24-hours before the end of the current period.

8.3 Account will be charged for renewal within 24-hours prior to the end of the current period and identify the cost of the renewal.

8.4 Subscriptions may be managed by the user and auto-renewal may be turned off by going to the user’s Account Settings after purchase.

8.5 Any unused portion of a free trial period, if offered, will be forfeited when the user purchases a subscription to that publication, where applicable.

8.6 User can cancel a free trial or subscription anytime by turning off auto-renewal through the iTunes account settings. This must be done 24 hours before the end of a free trial or subscription period to avoid being charged. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the free service

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY HAYMAP ON OR THROUGH THE SITE AND APP ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND HAYMAP HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAYMAP MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE AND APP; HAYMAP DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE AND APP DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND HAYMAP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE AND APP.
9.3 Any material downloaded or otherwise obtained through the Site or App is done at each User’s sole discretion and risk and each User is solely responsible for any damage to HayMap’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from HayMap or through or from the Site or App shall create any warranty not expressly stated herein.
9.4 The Site or App may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall HayMap be held liable for any such services or products.
9.5 Each User hereby agrees to indemnify and save HayMap, our directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s use of the Site, App or Services (including but not limited to the display of such User’s information on the Site or App) or from your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save HayMap, our directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to HayMap.
9.6 Each User hereby further agrees to indemnify and save HayMap, our directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site and App. Each User hereby further agrees that HayMap is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. HayMap reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with HayMap in asserting any available defenses.
9.7 HayMap shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following.
a) the use or the inability to use the Site, App or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Site and App;
c) violation of Third Party Rights or claims or demands that User’s manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site and App may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Site or App; or;
f) any matters relating to Services however arising, including negligence.
9.8 Notwithstanding any of the foregoing provisions, the aggregate liability of HayMap, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the use of the Site, App or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to HayMap during the calendar year and (b) the maximum amount permitted in the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Site, App or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under any applicable law governing this Term of Use..
9.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not HayMap has been advised of or should have been aware of the possibility of any such losses arising.

10. Arbitration

10.1 Escalation. In the event of dispute, either party may call for escalation by written notice to the other. Within 5 business days of such notice, HayMap shall designate an executive with authority to make commitments that would resolve the dispute (a “Senior Manager). The parties (HayMap Senior Manager and the User) shall meet in person or by telephone (“Dispute Conference’) within 5 business days of their designation and shall negotiate in good faith to resolve the dispute. Except to the extend necessary to prevent irreparable harm or to preserve rights or remedies, neither party shall initiate arbitration until 10 business days after the Dispute Conference.

10.2 If the parties do not reach an agreement by the escalation established in the previous clause 8.1, the arbitration shall proceed.

10.3 Arbitration; Waiver of Trial by Jury. You agree that all disputes between you and us or any of our officers, directors or employees acting in their capacity as such (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these terms of service, your use of the services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the jams, inc. (“jams”) rules for arbitration of consumer-related disputes, and you and we hereby expressly waive trial by jury; provided, however, that we or you may seek injunctive or other equitable relief in any state or federal court having jurisdiction to grant it in the event of an actual or threatened infringement or misappropriation of intellectual property rights. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration.

10.4 Small Claims Court; Class Action Waiver. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including without limitation any right to class arbitration or any consolidation of individual arbitrations. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.

10.5 Procedures. These dispute resolution provisions will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event that JAMS is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Use must be filed within one (1) year after such claim of action arose or be forever banned.

10.6 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Disputes section, you must notify us in writing within thirty (30) days of the date that you first accept these Terms and Conditions of service (unless a longer period is required by applicable law), and then you must litigate any disputes against us in accordance with the Governing Law and Jurisdiction section below. Your written notification must be mailed to us at PO Box 333, Chappell Hill, TX 77426. If you do not notify us in accordance with this paragraph, you agree to be bound by the terms of this Disputes section, including without limitation the escalation, arbitration and class-action waiver provisions, and further including such provisions in any revisions we make to these Terms of Use after the date of your first acceptance. Such notification must include: (i) your name; (ii) your email and mailing address, and (iii) a statement that you do not wish to resolve disputes with us through arbitration or waive your ability to participate in a class action. If we make any changes to this Disputes section (other than a change to the address at which we will receive notices or rejections of future changes to this Disputes section), you may reject any such change by sending us written notice, within thirty (30) days of the change, to the address set out at the end of these Terms. It is not necessary to send us a rejection of a future change to this Disputes section if you had properly opted out within the first thirty (30) days after you first accepted the provisions in this Disputes section. If you have not properly opted out, then by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Disputes section, as modified by any changes you did not reject. A notification sent pursuant to this paragraph solely affects these Terms of Use; if you previously entered into other arbitration or dispute resolution agreements with us or enter into other such agreements in the future, your notification that you are opting out of the provisions in this Dispute section shall not affect the other arbitration agreements between you and us.

10.7 Severability. If any of the prohibitions against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Disputes section will be null and void. This Disputes section, including without limitation the arbitration agreement and class action waivers contained herein, will survive the termination of your relationship with us.

10.8 Notwithstanding any provision in these Terms to the contrary, we agree that if HayMap makes any future change to this arbitration provision (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision. The provisions of this arbitration agreement shall only be in effect to the extent they are permitted under applicable laws. If the JAMS Rules cannot be applied to an arbitration under applicable law, then the rules of the local governing arbitration body shall apply instead.

11. Force Majeure

11.1 Under no circumstances shall HayMap be held liable for any delay or failure or disruption of the content or services delivered through the Site or App resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

12. Intellectual Property Rights

12.1 HayMap is the sole owner or lawful licensee of all the rights and interests in the Site, App and the Site and App Content. The Site, App and its Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site, App and its Content shall remain with HayMap or licensors of the Site and App Content, as the case may be. All rights not otherwise claimed under the Terms or by HayMap are hereby reserved.
12.2 “HAYMAP”, “HAYMAP.COM” and related icons and logos are registered trademarks or trademarks or service marks of HayMap LLC and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

12.3 In the event that you as User see on the Site or App any violation of copyright, according to the principles of the EU Directive on Electronic Commerce and the US Digital Millennium Copyright Act (DMCA), please contact us at [email protected] with the following information: a) the name and address of the complaining party, b) a description of the infringing materials and their Internet location, usually the URL, c) sufficient information to identify the copyrighted works, d) a statement by the owner that it has a good faith belief that there is no legal basis for the use of the materials complained of, d) statement of the accuracy of the notice and, under penalty of perjury, a statement that the complaining party is the owner or authorized to act on the behalf of the owner. We will act expeditiously to remove content as soon as we have actual knowledge that it infringes copyright.
12.4 HayMap may have independent third parties involved in the provision of the Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

13. Notices

13.1 All legal notices or demands to or upon HayMap shall be made in writing and sent to HayMap personally to the following entity and address: PO Box 333, Chappell Hill, TX 77426, United States, Attn: HayMap LLC. The notices shall be effective when they are received HayMap, in the above-mentioned manner.
13.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to HayMap LLC. Notice to a User shall be deemed to be received by such User if and when, HayMap is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User.
13.3 You agree that all agreements, notices, demands, disclosures and other communications that HayMap sends to you electronically satisfy the legal requirement that such communication should be in writing.

14. General Provisions

14.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and HayMap with respect to and govern your use of the Site, App and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
14.2 HayMap and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
14.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
14.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
14.5 HayMap’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of HayMap’s right to act with respect to subsequent or similar breaches.
14.6 HayMap shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity. You may not assign, in whole or part, the Terms to any person or entity.
14.7 The Terms shall be governed by the laws of United States of America and the parties to these Terms agree to submit to the exclusive jurisdiction of the courts of Texas.

 

LAST UPDATE TO THE TERMS OF USE: 11th April 2018