EFFECTIVE DATE: 2/19/2021
ACCEPTANCE OF TERMS
Welcome to David Hobbs Consulting LLC’s (“DHC”) Content Chimera (“Content Chimera”). Please read these Terms of Use (“Terms”) carefully before accessing and using Content Chimera.
By accessing and using Content Chimera you (“you” and “your”) acknowledge that you have read and understood this Agreement and that you accept and agree to be legally bound by these Terms. If you are using Content Chimera on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to you and that organization. If you do not agree to these Terms contained herein, you should not access or use Content Chimera.
ELECTRONIC SIGNATURE AND DISCLOSURE CONSENT NOTICE
You agree to the use of electronic documents and records in connection with your registration for Content Chimera and all future documents and records in connection with Content Chimera- including without limitation this electronic disclosure notice and that this satisfies any requirement that we provide you these documents and their content in writing. If you do not agree, do not accept these Terms. Your access, and use, of Content Chimera constitutes your acceptance of this notice and these Terms.
CHANGES TO TERMS
DHC reserves the right to modify, amend, update, or delete these Terms at any time and for any reason without notice to you. Any such modifications, amendments, updates or deletions will be effective immediately upon posting to Content Chimera, and we will note near the top of this page the date that such changes were made and/or when they become effective. Your continued use of Content Chimera after such posting shall be deemed to constitute acceptance by you of the changes. Also, DHC may change or discontinue any aspect, service, online program or feature of or on Content Chimera, including the ability to search and access data, information, documents, features and services (collectively, the “Services”) at any time as we refine, add or remove features (e.g., content, availability, functionality, etc.).
HOW YOU MAY USE CONTENT CHIMERA
Content Chimera is provided solely for your internal business use, which may include servicing the needs of your clients. You may not, however, provide access to Content Chimera to your clients. Other than as expressly contemplated by functionality of Content Chimera, the commercial use, reproduction, transmission, or distribution of any information, software, or other material made available through Content Chimera without the prior written consent of DHC is strictly prohibited.
Except as expressly stated herein, you have no right to copy, download, display, perform, decompile, reverse engineer, reproduce, distribute, transmit, modify, create derivative works of, edit, alter or enhance any of the materials in any manner. You agree not to “frame” or “mirror” Content Chimera, or any Content contained on or accessible from Content Chimera, on or from any other server or device without the advanced written authorization of DHC. You also agree not to access (or attempt to access), or systematically retrieve data from, any part of Content Chimera through any automated means (including use of scripts, bots or web crawlers). Gathering data from Content Chimera through harvesting or automated means is strictly prohibited.
You agree to use Content Chimera only for lawful purposes and as permitted by these Terms, and not to engage in any conduct that restricts or inhibits any other user from using or enjoying Content Chimera. You shall not post on or transmit through Content Chimera any false or misleading information or inappropriate content, information or statements. You agree not to engage in any conduct in connection with your use of Content Chimera that is anti-competitive, deceptive or otherwise in violation of any law including those governing competition or trade practices. You further agree not to tamper with Content Chimera or its functionality. You may not use Content Chimera for any illegal purpose, any purpose intended to interfere with the use or operation of a third-party website or business and any other harmful purpose. You shall not post or transmit any information, file or software that contains a virus, worm or any other potentially contaminating or destructive information, data or feature.
SUGGESTIONS SUBMITTED TO DHC THROUGH CONTENT CHIMERA
By submitting ideas, suggestions, documents, and/or proposals (“Suggestions”) to DHC through its suggestion or feedback pages, by email, or by phone or by otherwise providing Suggestions to DHC, you acknowledge and agree that: (a) your Suggestions do not contain confidential or proprietary information; (b) DHC is not under any obligation of confidentiality, express or implied, with respect to the Suggestions; (c) DHC may use or disclose (or choose not to use or disclose) your Suggestions for any purpose, in any way, in any media worldwide; (d) DHC may have something similar to the Suggestions already under consideration or in development; (e) your Suggestions automatically become the property of DHC without any obligation of DHC to you and you hereby assign to DHC all right, title and interest (including all intellectual property rights) in such Suggestions; (f) you are not entitled to any compensation or reimbursement of any kind from DHC under any circumstances, and (g) DHC is under no obligation to implement any Suggestions.
INTELLECTUAL PROPERTY
The software, materials, information and other content comprising Content Chimera (“Content”) are proprietary to and owned exclusively by DHC. This Content is protected under federal and state intellectual property laws and international treaties. You acknowledge that you do not acquire any ownership rights in the Content by use of Content Chimera under this license. DHC grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Content as allowed by functionality of Content Chimera and only for those purposes provided for in the “How You May Use Content Chimera” section above. This is not a sale of software and the limited license hereunder does nto include any right to access software code, including either object or source code.
This limited license terminates automatically, without notice to you, if you breach any of these Terms. This limited license may also be terminated at any time in DHC’s sole discretion. You may also terminate this license at any time by ceasing to use Content Chimera. Upon termination, you must immediately stop using Content Chimera.
TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
The Content Chimera logo, and all related trademarks, service marks and all related product and service names, design marks and slogans are the proprietary trade names, trademarks, service marks and/or registered domain names of DHC. Other trade names, trademarks, service marks and domain names contained on Content Chimera are the intellectual property of their respective owners. Any product, process, or technology described in the materials on Content Chimera may be the subject of other intellectual property rights owned by DHC or other parties and are not licensed hereunder. Unless otherwise expressly provided to you in writing by DHC, you are not granted any right or license to use any trade name, trademark, patent or other intellectual property right of DHC, its affiliates or any other party.
COUNTRY SPECIFIC RESTRICTIONS
DHC makes no representation that Content Chimera is appropriate or available for use in locations outside of the United States. Access to Content Chimera from territories where Content Chimera content or functionality is illegal is prohibited. If you access Content Chimera from a location outside of the United States, you are responsible for compliance with all applicable laws. You may not use Content Chimera or export information and materials in violation of the export laws of the United States or any other country.
PERSONAL DATA USAGE AND PRIVACY
DHC has provided a privacy policy for Content Chimera, which is also posted on Content Chimera site and can be found here: https://chimera.davidhobbsconsulting.com/privacy.
MONITORING OF SITE CONTENT AND DISCLOSURE
DHC undertakes no obligation to determine whether your conduct during your use of Content Chimera complies with applicable laws or regulations. However, you agree that DHC may in its sole discretion monitor Content Chimera in connection with its operation in order to protect users of Content Chimera and comply with applicable laws, regulations or requests from governmental authorities. Unless otherwise prohibited by applicable law, confirmed in writing by DHC or covered as personal data or confidential data in the Privacy Policy, all information provided by you to DHC in connection with Content Chimera shall be deemed not to be confidential, and DHC will not protect any such information from disclosure.
NO ENDORSEMENT
DHC does not endorse any products or services of other parties appearing on, or accessible through, Content Chimera. References on Content Chimera to any such products or services or the inclusion on Content Chimera of links to, or frames of, the web sites or computer systems of any third parties does not constitute or imply an endorsement by DHC of such products, services, web sites or systems. Any representation, warranty, claim of certification, warranty or other statement made with respect to a product or service appearing on, or accessible through, Content Chimera is made solely by the third-party provider of such product or service and not by DHC. DHC makes no representation or warranty with respect to, and is not responsible for the quality of, the products, services, web sites or computer systems provided by third parties that may be referred to on, or accessible through, Content Chimera.
DISCLAIMER OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF CONTENT CHIMERA, ITS CONTENT AND THE INTERNET GENERALLY. THE CONTENT AND CONTENT CHIMERA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW. DHC DOES NOT WARRANT THAT USE OF CONTENT CHIMERA WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY SYSTEMS, SOFTWARE INFORMATION, OR OTHER MATERIAL ACCESSIBLE ON OR THROUGH CONTENT CHIMERA IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DHC OR THROUGH CONTENT CHIMERA SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS. DHC DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION DISCLOSED ON CONTENT CHIMERA OR OTHER CONTENT ACCESSIBLE THROUGH IT. CONTENT CHIMERA DOES NOT ASSUME ANY LIABILITY FOR THE ACCURACY, COMPLETENESS OF ANY RESULTS OBTAINED FROM CONTENT CHIMERA.
DHC SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE USE OF CONTENT CHIMERA. YOU EXPRESSLY ASSUME ALL LIABILITY FOR ANY WEBSITE OR DENIAL OF SERVICE INTERRUPTIONS CAUSED BY THE USE OF CONTENT CHIMERA. YOU EXPRESSLY UNDERSTAND AND AGREE THAT DHC AND ITS OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, CONTENT PROVIDERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF CONTENT CHIMERA .
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU. IN SUCH STATES, DHC’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
INDEMNIFICATION
You agree to indemnify and hold DHC and its officers, employees, agents, contractors, partners, content providers and licensors harmless from any claim or demand made by any third party, and to pay as incurred all liability, losses, damages, and other costs associated with the same (including reasonable attorneys’ fees), due to or arising out of: (A) Suggestions, product information or other information you submit, post, transmit, modify or otherwise make available through Content Chimera; (B) your use of Content Chimera and any Content; (C) your violation of these Terms; or (D) your violation of any rights of another.
TERMINATION
DHC may terminate, limit or suspend your access to Content Chimera at any time without notice to you. Grounds for such termination, limitation of access or suspension include without limitation: (A) breaches or violations of these Terms; (B) requests by law enforcement or other government agencies; (C) discontinuance or material modification to Content Chimera (or any part thereof); (D) unexpected technical or security issues or problems; and/or (E) engagement by you in fraudulent or illegal activities. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in DHC’s sole discretion and that DHC shall not be liable to you or any third party for any termination of your access to Content Chimera. All provisions of these Terms relating to intellectual property rights, DHC’s privacy policy, representations and warranties, limitations of liability, and indemnification shall survive termination.
GOVERNING LAW
These Terms of Use will be governed by the laws of Washington, D.C., United States of America, without reference to its choice of law principles. Subject to the below dispute resolution provision, and without limiting its scope, you consent to the exclusive jurisdiction in the state courts and federal courts of competent jurisdiction in Washington, D.C., for any claims or disputes that are determined not to be subject to resolution by arbitration, as provided in the dispute resolution provision below.
DISPUTE RESOLUTION
Except as provided for herein, any dispute or disagreement relating to these Terms will be settled by confidential, binding arbitration administered by the International Centre for Dispute Resolution of the American Arbitration Association (“AAA”) pursuant to the AAA Commercial Arbitration Rules and the Procedures for Commercial Arbitration Rules. The arbitration venue will be Washington, DC. The arbitration will be conducted before one arbitrator. The arbitrator will be agreed upon by the parties and in the event the parties cannot agree, then AAA will select the arbitrator. The arbitrator will not have the authority to add, change, or disregard any provision in these Terms, award incidental, consequential, or punitive damages (including, but not limited to, loss of use, unjust enrichment, and/or lost profits), or exceed the limitation of liability provided for above. The arbitrator’s decision will be binding and judgment on the arbitration award may be entered by a court of competent jurisdiction. Arbitration will be the final remedy for any dispute between us arising out of these Terms; provided, however, that nothing herein shall prevent DHC from seeking a court order such as for injunctive relief (in addition to other remedies) to stop or prevent misuse or misappropriation of Content Chimera, breach of the license terms hereof, misuse or misappropriation of DHC’s trademarks, confidential or proprietary information, or infringement of its intellectual property, in a court of law. All arbitrations shall be conducted in English.
ENTIRE AGREEMENT
These Terms constitute the entire agreement between you and DHC and governs your use of Content Chimera, superseding any prior version of these Terms between you and DHC with respect to the Services. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The section titles in these Terms are for convenience only and have no legal or contractual effect.
Please note, however, that you may have other agreements with DHC not relating to your use of Content Chimera. Those agreements are separate and in addition to these Terms. These Terms do not modify, revise or amend the terms of any other agreements you may have with DHC that do not relate to your use of Content Chimera.
STATUTE OF LIMITATIONS
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Content Chimera or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
WAIVER AND SEVERABILITY OF TERMS
The failure of DHC to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
ADDITIONAL TERMS
If you are provided access to any non-public information contained in Content Chimera, your access to Content Chimera and such information may be subject to additional terms and conditions, which will be made available to you for review.