PLEASE REVIEW THIS TERMS AND CONDITIONS AGREEMENT (THIS "AGREEMENT") CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "CUSTOMER") AND HANPEDIA INC ("HANPEDIA" OR "WE") WITH RESPECT TO YOUR USE OF HANPEDIA'S ON DEMAND SERVICES WHICH INCLUDE DELIVERY OF SUCH LEARNING MATERIALS SUCH AS VIDEOS, AUDIOS AND TEXT MATERIALS (THE "SERVICES"). BY USING THE SERVICES, YOU AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU WILL NOT BE ALLOWED TO USE THE SERVICES.
During the Term (as defined below) and subject to the terms and conditions set forth herein and in any guidelines, rules or operating policies that HANPEDIA may establish and post from time to time on www.hanpedia.com (the "Site"), including, without limitation, HANPEDIA's anti-spam policy, privacy policy and prohibited content and commerce statement, each of which is incorporated herein by reference (collectively, the "Policies"), HANPEDIA agrees to use commercially reasonable efforts to provide Customer with the Services.
From time to time, HANPEDIA may modify the terms and conditions set forth in this Agreement and/or in the Policies. All such changes shall become effective once posted on the Site, and Customer's use of the Services thereafter shall be subject thereto.
In consideration for the Services provided by HANPEDIA, you agree to pay the subscription fees listed on our web pages. Payment is due immediately upon receipt of invoice, may be pre-paid, or otherwise follows the terms set out in the applicable Sales Order. All fees include any applicable foreign, federal, state, or local taxes.
Unless otherwise stated, all subscriptions automatically renew for additional terms of the same length. By purchasing a subscription, you authorize HANPEDIA to charge your payment method upon each renewal for the same amount as the initial term, without further action required on your part.
While we anticipate that our products and services will remain available for many years, we make no warranty as to their expected lifetime. Our “Lifetime Learner” plan is a limited offer providing access to the HANPEDIA product and associated services available at the time of purchase, for as long as those services remain supported.
HANPEDIA collects certain personal and business-related information about its Customers, which generally includes, but is not limited to, contact information and payment information (the "Customer Information"). If you have provided your Customer Information, HANPEDIA may contact you for marketing purposes by various means, including, but not limited to, email or telephone.
Except as otherwise set forth herein, HANPEDIA does not disclose, sell or rent Customer Information (the "Data") without Customer's prior consent or unless required by order or other requirement of a court, administrative agency, or other governmental body or applicable law.
Customer agrees to maintain the Passwords in strict confidence and not to provide the Passwords to any third party. Customer will notify HANPEDIA promptly if there is a loss or compromise of any Passwords and Customer will be solely responsible for all actions and fees incurred as a result of such incident resulting from the Customer's negligence or intentional misconduct.
From time to time, certain third parties may offer products and services related to the Services. Any subsequent business relationship, exchange of data or other interaction between Customer and such a third party is solely between Customer and such third party. HANPEDIA does not make any representations, warranties or guarantees with respect to any such third parties.
Customer acknowledges and understands that certain open source code may be incorporated into the Service (the "Source Code"). Except as otherwise set forth in the applicable Source Code license therefore, the Source Code is provided "as is" and without representation or warranty of any kind.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HANPEDIA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT.
IN NO EVENT WILL HANPEDIA BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES. HANPEDIA'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE ACTUAL FEES CUSTOMER PAID TO HANPEDIA FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION.
Customer agrees to indemnify, defend and hold harmless HANPEDIA and its affiliates from and against any and all claims, losses, liabilities, damages, expenses, and costs arising from Customer's acts or omissions, violation of law, or breach of this Agreement.
This Agreement will be governed by the laws of the State of New York as applied to agreements entered into and performed entirely within the State of New York.
Any dispute or controversy arising under, out of, or in connection with this Agreement shall be resolved by binding arbitration under the commercial rules of the American Arbitration Association before a single arbitrator in New York, New York.
This Agreement, the Policies and the Statement of Work(s), if any, constitute the entire agreement and understanding between HANPEDIA and Customer and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written.