Test Draft Terms and Conditions of Use

TERMS AND CONDITIONS OF USE

Effective Date: [_______], 2018 {Note to Client: Input date new version is posted on website.}

This website is owned and operated by [Hackley School, a New York nonprofit corporation] {ß Note to Client: Please insert proper legal name and entity type.} (“Hackley School,” “we,” “our,” or “us”). This Privacy Policy applies to our website and any other site that posts a link to this page (collectively, the “Site”). By accessing our Site, you consent to these Terms and Conditions of Use (“Terms”) and our collection, use and sharing of your information as described in our Privacy Policy {ß Note to Client: Make “Privacy Policy” hyperlink to your Privacy Policy.}. If you do not agree to these Terms or our Privacy Policy, please exit our Site. If you have any questions regarding our policies or your use of our Site, please contact us by e-mail at communications@hackleyschool.org, by phone at 914-366-2600, or by mail to The Communications Office, Hackley School, 293 Benedict Avenue, Tarrytown, NY 10591. {ß Note to Client: Please confirm e-mail address and phone number for policy inquiries.}.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. THEY APPLY TO ALL USERS OF THE SITE, REGARDLESS OF WHETHER THEY REGISTER WITH THE SITE.

Hackley School reserves the right to revise these Terms in its sole discretion. Your continued use of the Site after such revision indicates your consent to abide by any modifications to the Terms. Please review the Term on a regular basis to be familiar with any such changes.

Personal Information

At various places throughout the Site, we may ask you to provide personal information. Hackley School’s collection, use and sharing of such information is subject to our Privacy Policy. {ß Note to Client: Make “Privacy Policy” hyperlink to your Privacy Policy.}.

Changing Your Information

You are responsible for ensuring that information you provide in connection with registration at the Site is accurate and up to date. You may change or edit your information at our Site by logging into your registered account.

Copyright Notice and Ownership

All photographs, pictures, graphics, and all other images, including digital, printed and video images, and portions thereof (“Images”) and all content, data, information, news, story lines, and all other text and materials, including digital, printed and audio (“Text”) on the Site are protected by the Copyright Laws of the United States (“U.S. Copyright Law”) and by the laws of other jurisdictions.

Unless otherwise noted, all Images and Text, along with the layout and design of the Site and all documentation, data, services, features, products and other content at the Site (together with Images and Text, referred to as “Site Content”) are owned by or licensed to Hackley School. Site Content may not be reproduced, modified, redistributed or otherwise used in any way without a written license with the applicable Site Content owner.

Use and Limited License

You are hereby granted a limited, non-exclusive, non-assignable, non-transferable, revocable license to access and display on your personal computer or mobile device for your own use, but not copy or transfer or broadcast or otherwise use in any way, the Site Content found at this Site for your personal, non-commercial and educational use only.

Any use of Site Content may not be for commercial reasons, unless specifically authorized by Hackley School in writing. Questions or requests for additional information relating to use of the Site Content and other Hackley School resources may be made to communications@hackleyschool.org or by phone at 914-366-2600. {ß Note to Client: Please confirm e-mail address and phone number for such questions and requests.}

Reservation of Rights

All rights not expressly granted by Hackley School herein are specifically and completely reserved. Nothing on the Site or in these Terms grants, expressly or implicitly, by estoppel or otherwise, any right or license to use any content or property of any third party, or may be construed to mean that Hackley School has the authority to grant any license on behalf of any third party.

Trademark Policy

Hackley School Trademarks

Hackley School trademarks, including the trademarks “The Hackley School,” the Hackley School’s seal or logo, all page headers, graphics, images, symbols, trade names and other Hackley School marks found at the Site are proprietary property of Hackley School (collectively the “Marks”). Use of the Marks is strictly prohibited without the prior written consent of Hackley School. The Marks may now or in the future be registered with the Unites States Patent and Trademark Office.

Third Party Trademarks

The trademarks of third parties may also appear on the Site from time to time; you may not use these trademarks without prior written permission of their respective owners. You acknowledge and agree that nothing on this Site grants, expressly or implicitly, by estoppel or otherwise, any right or license to use any of the these trademarks, nor may anything be construed to mean that Hackley School has authority to grant any right or license on behalf of any third-party trademark owner.

Restrictions, Limitations and Conditions of Use

Any unauthorized use of our Site or Site Content for any purpose is prohibited. Your rights to this Site are given on the condition that you use the Site in accordance with these Terms and Conditions. You may not use the Site for any unlawful purpose and you may not:

(1) access, solicit, collect or use any personally identifying information about any users of the Site or anyone else;

(2) restrict or inhibit others from using the Site;

(3) transmit to or introduce at the Site any viruses, harmful software, or other modifications or changes to the Site or reverse engineer, decompile, disassemble, reverse assemble or modify any Site or application source or object code or any software or other services or processes accessible through any portion of the Site or Site Content ; or

(4) submit, upload, email or otherwise transmit any content, material or other thing, to or through the Site which (a) is threatening, abusive, defamatory, obscene, vulgar, offensive, or otherwise objectionable, or which may harm minors; (b) infringes or violates the rights of others, or (c) has an advertising, political marketing, promotional or other commercial purpose;

(5) engage in any activities that interfere with another user’s access to the Site or the proper operation of the Site;

(6) distribute or copy any Site Content manually or by using any robot, scraper, crawler, or any other automatic device or process; frame or utilize framing techniques to enclose any Site Content; or use content from our Site in a manner that suggests an unauthorized association with any of our or our licensor’s products, services or brands.

Hackley School has no obligation to monitor your interaction with the Site, but reserves the right to review or monitor the Site and any user submissions from time to time.

At any time, Hackley School may:

(1) record, copy and use anything posted or transmitted to the Site in accordance with these Terms and the Site’s Privacy Policy;

(2) without further notice to you, delete or prohibit the transmission or receipt of, or refuse to display and/or remove any information or materials, which we deem to be inappropriate, objectionable or in violation of these Terms;

(3) disclose any information we deem necessary or desirable to satisfy any law, regulation or governmental request; and/or

(4) suspend or terminate the availability of our Site (and any elements or feature of it), in whole or in part, for any reason, and at any time, in our sole discretion, and without advance notice or liability.

Creating and Terminating Accounts; Limitations of Liability

Some of the features on the Site require you to register for an account through our online registration process. When you register for an account, you [will select] [will be assigned] login credentials and you agree that:{ß Note to Client: Please confirm how login credentials are acquired so we can accurately describe it herein.}[You will not use a username (or e-mail address) that is already being used by someone else, impersonates another person, belongs to another person, violates the intellectual property or other right of any person or entity or is offensive.] We may reject the use of any password, username or e-mail address for any reason in our sole discretion. {ß Note to Client: The bracketed language is only relevant if users choose their own username or e-mail address associated with registration.}You will provide true, accurate, current and complete registration information about yourself during any registration process and will update it as needed to keep it accurate. You will immediately notify us of any unauthorized use of your account, password or username, or any other breach of security; andYou will not sell, transfer, or assign your account or any account rights. You are solely responsible for all activities that occur under your account, password and username whether or not you authorize the activity. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your device(s) so that others may not access any password protected portion of our Site using your name, username, or password. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations in Sections. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated or incomplete, or violates these Terms of Use, or any applicable law, we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits all in our sole discretion, for any reason, and without advance notice or liability.

SEE SECTION BELOW FOR IMPORTANT LIMITATIONS ON THE TERMS OF THIS SECTION.

Links to Other Sites

In using the Site, you may find that Hackley School provides hyperlinks to one or more third-party websites (the “Linked Sites”). Hackley School provides these links as a convenience for you and other users but is not responsible for the content of, or links to and from, the Linked Sites. Although the Hackley School expects such links to be reputable, relevant, and reliable, we do not actively monitor or control the content or links of the Linked Sites, which may continuously change. Your linking to these Linked Sites is at your own risk. We encourage you to read the terms and conditions and similar policies of the respective Linked Sites, should you choose to visit them. A link from the Site does not imply a relationship with, or endorsement of, the Linked Site(s) or its content, purpose, policies, or business practices.

Disclaimers and Limitations of Liability

ALL SITE CONTENT AND OTHER MATERIALS ON THE SITE ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED OR ARISING BY STATUTE OR LAW. Hackley School makes no warranties of any kind as to the performance of or the effect such Site Content, materials, or items purchased may have on the user or any damage to or viruses which may affect the computer or any other property of the user.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT HACKLEY SCHOOL IS NOT RESPONSIBLE FOR ANY ACCESS OR USE BY YOU OF THE SITE OR SITE CONTENT AND IS NOT LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES THAT MAY RESULT FROM OR IN CONNECTION WITH SUCH ACCESS, USE OR PURCHASE, INCLUDING ACTUAL OR DIRECT DAMAGES OR DAMAGES OF ANY KIND BASED ON ANY LEGAL THEORY.

BY USING THE SITE, YOU REPRESENT AND WARRANT THAT YOUR USE WILL BE CONSISTENT WITH THESE TERMS AND CONDITIONS.

YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (e.g., CONSUMER LAWS) WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. TO THE EXTENT SUCH LAWS APPLY, OUR EXCLUSIONS OR LIMITATIONS DO NOT APPLY TO YOU.

Site Operated in the United States

Hackley School controls and operates our Site from its offices in the United States, and we make no representation that our Site is appropriate or available for use beyond the United States. If you use our Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Our Site may describe programs and services that are available only in the United States (or only parts of it). We reserve the right to limit the availability of our Site and/or the provision of any content, programs, service, or other feature described or available on our Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, service, or other feature that we provide.

Assignment

Hackley School may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Hackley School.

Communications

When you communicate with us electronically, such as via e-mail, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Indemnity

You hereby agree to defend, indemnify and hold Hackley School and its respective employees, officers, directors, faculty members, managers, students, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (each a “School Indemnitee” and collectively the “School Indemnitees”) harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any School Indemnitee, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (a) your use of our Site and your activities in connection with our Site; (b) your breach or alleged breach of these Terms; (c) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of our Site and your activities in connection with our Site; (d) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (e) any misrepresentation made by you; or (f) School Indemnitees’ use of the information that you submit to us (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by any School Indemnitee in the defense of any Claim and Losses. Notwithstanding the foregoing, School Indemnitees retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. School Indemnitees reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of the applicable School Indemnitee.

Donation Terms and Policies {Note to client: Let’s discuss the donations aspects of the Site.}

To make a donation to Hackley School through our Site, you must be the applicable age of majority in your jurisdiction of residence. If you choose to make a donation, you will be prompted to provide payment information. By submitting such payment information, you agree that you authorize your card to be charged at our convenience but within thirty (30) days of credit card authorization. You hereby represent and warrant that you will not use any credit card or other form of payment unless you have all necessary legal authorization to do so. YOU, AND NOT HACKNEY SCHOOL, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. Please also read our Privacy Policy {ß Note to Client: Make “Privacy Policy” hyperlink to your Privacy Policy.} for information about the collection, processing, storage and use of payment information submitted to our Site.

Exclusions and Limitations; Consumer Protection Notice

If you are a consumer, the provisions in these Terms are intended to be only as broad and inclusive as is permitted by the laws of your State of residence. If you are a New Jersey consumer, the terms of Sections entitled Disclaimer and Limitation of Liability; Governing Law; Requirements for Lawsuits; Severance and Waiver; Site Operated in the United States and Indemnity do not limit or waive your rights as a consumer under New Jersey law and the provisions in these Terms as applied to you are intended to be only as broad and inclusive as is permitted by the laws of the State of New Jersey. In any event, Hackley School reserves all rights, defenses and permissible limitations under the law of your state of residence.

Changes to Terms; Entire Agreement

These Terms constitute the entire and exclusive agreement between you and Hackley School regarding the Site and its use, and supersedes all other agreements, understandings and communications, if any, whether oral or written. Hackley School retains the right to modify or change these Terms at any time by posting amended terms on this Site. Use of our Site or applications after the effective date of any revisions constitutes your acceptance of the amended terms and conditions. You should periodically revisit and read the Site’s Terms to see if there have been any changes.

Governing Law; Requirements for Lawsuits

The laws of the State of New York, excluding its conflict-of-law principles, shall govern these Terms and use of the Site. All disputes shall be heard solely in the state federal courts situated in [________], New York. You agree to submit to the exclusive personal jurisdiction of such courts. Hackley School’s failure to enforce any terms of this provision shall not be construed as a waiver of any right mentioned above.

Severance and Waiver

You acknowledge and agree that in the event any provision of these Terms shall be held by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, in any respect, the validity, legality, and/or enforceability of the remaining terms and conditions contained herein shall not in any way be affected or impaired thereby. In such event, the parties agree that any such invalid term or condition shall be validly reformed by the court to as nearly approximate the intent of the parties as possible or deleted from these Terms. Hackley School’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless agreed to in writing by Hackley School. Any waiver of any provision of these Terms must be in writing and signed by a duly authorized officer of Hackley School.

SEE SECTION ENTITLED “EXCLUSIONS AND LIMITATIONS; CONSUMER PROTECTION NOTICE” BELOW FOR IMPORTANT LIMITATIONS ON THE TERMS OF THIS SECTION.

Contact Us

If you have any questions regarding these Terms or your use of our Site, please contact us at by e-mail at communications@hackleyschool.org or by phone at 914-366-2600 or by using the mailing information below:

The Communications Office

Hackley School

293 Benedict Avenue

Tarrytown, NY 10591

{Note to Client: Please confirm e-mail address, phone number and mailing address for questions on the Site.}