The Human Identity Infrastructure Foundation (“hii”) is on a mission to provide Everyone with free and unfettered access to their own personally controlled, universally accepted, privacy preserving, secure, irrevocable, personal identity infrastructure; built for all identification purposes; for both the online and offline world.
Thank you for visiting our website, www.hiifoundation.org, and the other websites under the hiifoundation.org, hiifound.org, and hii.foundation domains (collectively, the “Sites”). hii is a nonprofit open source project, owned by the people for the people, to build an identity system for the world that eliminates identity theft and protects our privacy. hii deploys the very best available biometric and cryptographic technologies across a decentralized network of humans and devices so we can simply say to each other, “I am a real person and I am who I say I am.”
These Terms of Use (“Terms'') govern your access to and use of the Sites and the human identity infrastructure. If you have any comments or questions about these Terms, please email us at support@hiifoundation.org.
Subject to these Terms, you may access and use the human identity infrastructure and the related technology products and services (the personally controlled identity system, software products, web services, application programming interfaces (APIs), software development kits (SDKs), tools, and related services) that you access or subscribe to (collectively, the “Infrastructure” or “hii Network”) for free, as applicable.
Your use of the Infrastructure is subject to these Terms, as well as our Acceptable Use Policy, Intellectual Property Policy, Trademark Usage Policy and, if applicable, the Product Specific Terms, Developer Terms of Service, Data Processing Addendum, Beta Program Terms and Conditions and any applicable agreements or policies referenced therein (these documents are hereby incorporated into these Terms by reference and together with these Terms are collectively referred to as the “Agreement”). Undefined capitalized terms used in these Terms have the meanings ascribed to them in the relevant agreement, policy, or addendum incorporated by reference into the Agreement.
As pertains to the Infrastructure, (1) the “Effective Date” of the Agreement is the earlier of the date of (a) your initial acceptance of these Terms (or Updated Terms, as applicable) and access to the Infrastructure through any online provisioning, registration, or order process; or (b) the effective date of the first Order Form between you and hii referencing this Agreement; and (2) the “Subscription Term” of the Agreement shall be as of the Effective Date until you terminate your Account and/or the expiration or termination of the last outstanding Order Form, as applicable. As used herein, “Order Form” means the hii order form or related ordering document subject to this Agreement or an MSA, as applicable, that is signed by hii and you, and which specifies the products or offerings procured by you. Notwithstanding the foregoing, for the avoidance of doubt, as pertains to the Sites, these Terms remain in full force and effect as of the “Effective as of” date above.
Please read this Agreement carefully and make sure you understand it. If you do not understand the Agreement, or do not accept any part of it, then you are not permitted and may not use the Infrastructure.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE INFRASTRUCTURE OR ANY RELATED HII OFFERINGS, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT USE THE INFRASTRUCTURE OR ANY RELATED HII OFFERINGS. BY ENTERING INTO THIS AGREEMENT, EACH PARTY HEREBY REPRESENTS AND WARRANTS THAT IT HAS THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT, AND THIS AGREEMENT IS A VALID AND BINDING OBLIGATION ON SUCH PARTY.
IF YOU ARE USING OR ACCESSING THE INFRASTRUCTURE OR ANY RELATED HII OFFERINGS AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO DO SO AND SHALL BE LIABLE TO HII FOUNDATION FOR ANY VIOLATIONS UNDER THE AGREEMENT BY YOU OR SUCH ENTITY. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
SECTION 16 OF THIS AGREEMENT CONTAINS PROVISIONS THAT SHALL GOVERN ANY CLAIMS THAT THE PARTIES MAY HAVE AGAINST EACH OTHER, INCLUDING WITHOUT LIMITATION A MANDATORY ARBITRATION PROVISION.
The Sites and the Infrastructure are provided by the Human Identity Infrastructure Foundation, a Delaware nonprofit organization with its registered office at 8 The Green, Suite B, Dover, DE 19901 (inclusive of our Affiliates (defined below), collectively referred to as “hii”, “we”, “us”, or “our”). As used in the Agreement, “you” or “Member” means the individual or entity you are accessing the Sites or using the Infrastructure on behalf of. As used herein, “Affiliates” means, with respect to a party, an entity that directly or indirectly controls (e.g., subsidiary), is controlled by (e.g., parent), or is under common control with (e.g., sibling) such party; and the term “control” (including the terms “controlled by” and “under common control with”) means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise.
The Infrastructure is available only for individuals aged 13 years or older or the digital age of consent in your country, if older. If you are age 13 or older but under the age of 18, or the legal age of majority where you reside (if that jurisdiction has an older age of majority), then you agree to review these Terms with your parent or guardian to make sure that both you and your parent or guardian understand these Terms and you agree to have your parent or guardian review and accept these Terms on your behalf. If you are a parent or guardian and are agreeing to these Terms for the benefit of a child over the age of 13 (or the digital age of consent in your country, if older), then you agree to accept full responsibility for that child’s use of the Infrastructure, including all financial charges and legal liability that they may incur. The right to access the Infrastructure is revoked where the Agreement or use of the Infrastructure is prohibited or to the extent any offer or provision of the Infrastructure conflicts with any applicable law, rule, or regulation.
To access and use the Infrastructure, you must register for an account with hii (“Account”). To complete your Account registration, you agree to provide us with complete and accurate information and to keep that information current so that we can communicate with you about your Account. We may need to send you notices about important updates (like changes to these Terms or our Privacy Policy), or to inform you of legal inquiries we receive about your use of the Infrastructure so you can make informed choices in response. We encourage you to provide your own (or your company’s) contact and billing details, including your valid, current email address, as we may use it to identify and determine the actual and true owner of the Account and/or Content (as defined below). hii reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark to those usernames.
You acknowledge that hii will use the email address you provide upon creating an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to hii and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with hii can only be authenticated if they come from your Primary Email Address or if cryptographically signed by your hii client application (in any case where they may come from another email address or digital communications account).
Please safeguard your Account and make sure others do not have biometric access to your hii-enabled devices (e.g. your personal mobile devices). Your Account and Primary Email Address are specific to you (or one designated person if on behalf of an entity) and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Account and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Account. You agree that will not permit any other person to use your Account, and you will immediately notify hii if you know or suspect that your Account has been used by any other person. You shall not use or access an Account which is not your own. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or access your account dashboard. You are responsible for taking all steps to ensure that no unauthorized person shall have access to your Account or Primary Email Address. If anyone other than yourself accesses your Account, they may perform any actions available to you and make changes to your Account and Content. You agree that hii shall have no liability for any loss or damage resulting from your failure to maintain the security of your Account information.
If there is a dispute about Account or Content ownership, we reserve the right to determine ownership based on our reasonable judgment in our sole discretion. However, if we cannot make such a determination, we reserve the right to not intervene in the dispute, suspend any Account(s) involved in the dispute, and/or take down Content until the parties disputing ownership reach a resolution, without liability to you or to any other party. We may request documentation (e.g. government-issued ID, trademark certification) that may assist us in determining ownership. Below is a non-exhaustive set of factors we will consider when determining proper ownership:
2.5.1 hii will consider the owner of an Account as the person or entity who has access to the Primary Email Address for such Account.
2.5.2 hii will consider the owner of Content as the person or entity who has access to the Primary Email Address for the Account under which such Content was created.
2.5.3 Notwithstanding the foregoing, if hii deems that the circumstances justify, hii shall have the exclusive right to adjudicate the ownership dispute of an Account and/or Content in its sole discretion based on any information in its possession, including the factors set forth above.
If you have a hii Account, the Infrastructure will enable you to, among other things, upload content to the Infrastructure, including but not limited to personal information, business information, verifiable credentials, software code, images, photos, and videos. Any content you submit, post, upload, or otherwise make available to the Infrastructure, including all Intellectual Property Rights (defined below) therein, is referred to as your “Content.” Unless otherwise specified in the Agreement and to the maximum extent permitted by law, you agree to be fully responsible for the Content that you create or submit to the Infrastructure and you further agree not to use the Infrastructure to create or submit any Content that does not comply with the Agreement including but not limited to hii’s Acceptable Use Policy.
Please note that any Plugins, Libraries, and/or similar offerings that you submit to the hii Marketplace will be governed by the Marketplace Creator Agreement and any accompanying policies including but not limited to the Software Submission Guidelines. Additionally, please note that any Apps you submit to the hii Marketplace will be governed by the hii Developer Terms and any accompanying policies referenced therein.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You retain ownership of your Content. However, in order to provide the Infrastructure to you we need certain rights from you, as more fully described below.
By using the Infrastructure, you grant hii (including our third party hosting providers acting on our behalf) a non-exclusive, royalty-free, transferable, sub-licensable, worldwide right and license to use, host, store, modify, reproduce, display, distribute, publish, publicly display, publicly perform, and create derivative works (e.g., those resulting from you enabling localization translations and adaptations) of your Content for the purposes of providing, improving, testing, promoting, and securing the Infrastructure. You understand and agree that third party individuals may search for, see, use, and/or re-post any Content that you make publicly available on the Internet via the Infrastructure.
You may remove your Content from and discontinue your use of the Infrastructure at any time. You must remove your Content if you do not have the rights required under this Agreement.
You represent and warrant that you own or otherwise have obtained and shall maintain all necessary licenses, authorizations, rights, approvals, and permissions necessary to enter into and perform your obligations or exercise your rights hereunder, including without limitation the rights to upload your Content in the manner set forth in this Agreement. You represent and warrant that your Content, and any use of your Content by hii as authorized under this Agreement, will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights or other rights of any third party.
You represent and warrant that your use of the Infrastructure, including your Content, shall comply with all applicable laws, rules, and regulations, including without limitation applicable privacy and data protection laws and applicable export or import controls, regulations, and sanctions. hii does not and will not provide any legal advice regarding your compliance with applicable law.
You represent and warrant that your use of the Infrastructure, including any Content you create or transfer via the Infrastructure shall comply with our Acceptable Use Policy. Without limiting the foregoing, you understand and agree that, without hii’s prior written consent, you do not have the right to sublicense or resell access to the Infrastructure.
To the extent you access or use any downloadable software related to the Infrastructure (“Software”), such access or use shall be governed by the terms of the license agreement that accompanies the Software or is posted with the Software on the Sites where the Software can be accessed; however, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-sublicensable, and non-exclusive license to use the Software for your personal, noncommercial use in accordance with these Terms. In the event of any inconsistency between these Terms and any license agreement, the license agreement shall govern in relation to the Software. You may not decompile, reverse engineer, or otherwise attempt to discover the source code of the Software.
The Software may automatically update from time to time. These updates are designed to improve, enhance, and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the Software.
hii’s Product Specific Terms apply to your access to and use of certain specific products, features, or services available via the Infrastructure. Our Product Specific Terms are incorporated by reference into the Agreement.
We may provide links to third-party websites. We do not recommend or endorse the content of any third-party website. We are not responsible for the content of linked third-party websites and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites. You expressly release us from any and all liability arising from your use of any third-party website.
Except for your Content, all materials on or inherent to the Infrastructure, including the mini-applications that allow integrations with other applications and services (“Recipes”), the Infrastructure itself, and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, “hii IP”), including but not limited to the design, structure, arrangement, and “look and feel” of hii IP, is owned by or licensed to us and our licensors and is protected by copyright, trademark, and other Intellectual Property Rights and laws.
Other than as provided herein, hii does not grant to you or any user in your account any license, express or implied, to hii IP. Except as expressly provided in the Agreement, no part of the Infrastructure or hii IP may be copied, reproduced, sold, republished, transmitted, displayed, reposted, or otherwise distributed for public or commercial purposes.
Subject to the terms and conditions of this Agreement, hii provides you with a non-exclusive, revocable license to use the Infrastructure, including the Recipes, as expressly permitted by the features and functionality of the Infrastructure and the terms of this Agreement. hii may terminate this license at any time for cause.
We welcome your feedback, ideas, or suggestions (collectively, “Feedback”), but you agree that we may use your non-confidential Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
From time to time, hii may, in our sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all users (“Beta Products”). For the avoidance of doubt, and for the purposes of this Agreement, Beta Products are not part of the Infrastructure, and your use of any Beta Products is entirely optional at your election. Your use of Beta Products is subject to the Beta Program Terms and Conditions, unless you have separately agreed otherwise with hii. Such Beta Products and all associated conversations and materials relating thereto will be considered hii IP and subject to this Agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Program without hii’s prior written consent. hii makes no representations or warranties as to how Beta Products will function. hii may discontinue any Beta Product at any time in its sole discretion. hii will have no liability for any harm or damage arising out of or in connection with a Beta Product. Beta Products may not work in the same way as a final version. hii may change or not release a final version of a Beta Product in our sole discretion.
The Sites and Infrastructure are always provided free of charge, and as such, Users and Members are not required to provide payment account information.
Members who support hii through financial contributions (“Supporting Members”) may be required to provide their credit card details to hii or the payment service provider retained by hii (the “PSP”). Supporting Members will be responsible for paying all applicable fees related to their contributions, donations, or other financial support of the Infrastructure (the “Fees”).
For monthly Supporting Memberships, your contribution is billed to the payment account on file for you by our PSP on a monthly basis. Any requests for refunds will be handled in accordance with hii’s Support and Refund Policy as updated by hii from time to time.
For annual Supporting Memberships, your contribution is billed to the payment account on file for you by our PSP annually on the anniversary of your initial contribution. Your annual Supporting Membership will automatically renew for successive one (1) year subscription periods, and you will be charged the applicable Fees on each annual anniversary of your contribution, unless you cancel the Supporting Membership(s) on your Account prior to the end of the then-current annual term. There will be no refunds or credits for partial terms of Supporting Membership.
Unless otherwise provided for in your Order Form, you can cancel your Supporting Membership(s) by going into your dashboard, selecting Membership, and then downgrading to Member status.
By using the Infrastructure, you confirm that you have read and understood our Privacy Policy and that you consent to the collection, use, processing, and disclosure of your Personal Information and aggregated data as set forth therein. You understand that your Personal Information will be collected, used, transferred to, and processed in the United States as part of your use of the Infrastructure. Our Privacy Policy is not a contract and does not form part of this Agreement. We may update our Privacy Policy from time to time as set forth in that policy.
We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.
hii respects the intellectual property of others, and expects Members to do the same. If you believe, in good faith, that any materials provided on or in connection with the Infrastructure infringe upon your copyright, trademark, or other intellectual property right, please review our Intellectual Property Policy and Trademark Policy and fill out the applicable Copyright (DMCA) Takedown Form or Trademark Takedown Form or send the information detailed in the Intellectual Property Policy to hii's Copyright Agent at:
hii Foundation
8 The Green, Suite B
Dover, DE 19901
We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Infrastructure, including security and reliability related information.
The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Infrastructure. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.
THE INFRASTRUCTURE, MARKETPLACE, MARKETPLACE PRODUCTS, AND ALL HII IP ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.
YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE INFRASTRUCTURE, MARKETPLACE, MARKETPLACE PRODUCTS, OR ANY HII IP IS TO STOP USING THE INFRASTRUCTURE, MARKETPLACE, MARKETPLACE PRODUCTS, OR ANY SUCH HII IP. IN NO EVENT SHALL WE OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE INFRASTRUCTURE, MARKETPLACE, MARKETPLACE PRODUCTS, OR THE HII IP, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HII ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ( I ) ERRORS, MISTAKES, OR INACCURACIES OF HII IP; (II) PERSONAL INJURY OR PROPERTY DAMAGE (INCLUDING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO YOUR Content), OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE INFRASTRUCTURE, INCLUDING BUT NOT LIMITED TO ADDITIONAL PRODUCT OFFERINGS SET FORTH IN THE PRODUCT TERMS, MARKETPLACE, AND/OR MARKETPLACE PRODUCTS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION, INCLUDING PERSONAL INFORMATION OR FINANCIAL INFORMATION, STORED THEREIN; (IV) ANY ERRORS, MISTAKES, LOSSES, DAMAGE OR UNAUTHORIZED ACCESS RESULTING FROM THE USE OF THIRD PARTY APPLICATIONS BY YOU, BY YOUR END USERS, OR BY HII ON YOUR BEHALF; ( V ) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE INFRASTRUCTURE, MARKETPLACE, OR MARKETPLACE PRODUCTS; (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR INFRASTRUCTURE, MARKETPLACE, MARKETPLACE PRODUCTS, OR THIRD PARTY PRODUCTS; (VII) ANY ERRORS OR OMISSIONS IN ANY HII IP OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY HII IP POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE INFRASTRUCTURE; (VIII) ANY LOSS OF ACCESS TO YOUR PRIMARY EMAIL ADDRESS; AND/OR (IX) Content OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL HII, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS RELATED TO THIS AGREEMENT IN AN AMOUNT EXCEEDING $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
You agree to indemnify, defend, and hold harmless hii (including its Affiliates and its and their members, officers, directors, managers, employees, agents, successors, and permitted assigns) from and against any third-party claims, demands, proceedings, losses, liabilities, and all related costs and expenses, including without limitation reasonable attorneys’ fees (collectively, “Losses”), arising from or relating to (a) your use of the Infrastructure, including but not limited to your Content, your use of Additional Product Offerings, and any claims by, on behalf of or against your End Users; (b) your violation or breach of these Terms or any obligations, representations, or warranties under this Agreement; (c) your violation or breach of any applicable laws, rules, or regulations or the rights or good name of any third party for which hii may be held jointly and severally liable.
hii is constantly innovating and finding ways to provide our users with new features and services. Therefore, we may, without prior notice, make changes to the Infrastructure, and/or add features. You may discontinue or terminate your use of the Infrastructure at any time.
We reserve the right to modify, update, or change these Terms from time to time in the usual course of operations (such modified Terms, the "Updated Terms"), so we encourage you to review this page periodically. Notwithstanding, when we change these Terms in a material manner, we will update the effective date at the top of this page and provide you with reasonable advance notice before the Updated Terms become effective. hii may provide such notifications to you via email notice, written or hard copy notice, and/or through posting of such notice on the Infrastructure. We reserve the right to determine the form and means of providing notifications to you. You may be required to click-to-accept or otherwise agree to the Updated Terms, but in any event your continued use or access of the Infrastructure after the effective date of the Updated Terms shall constitute your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Infrastructure. Updated Terms will be effective as of the date specified in the effective date at the top of this page, and will apply to your use of the Infrastructure from that point forward. If we update these Terms in a non-material manner after the effective date, we will update the last modified date at the top of this page. The previous Terms (or previously Updated Terms) will govern any disputes arising before the effective date of the then-current Updated Terms. If you choose not to agree to these Terms or any future Updated Terms, you may not use or access (and must discontinue any use or access to) the Infrastructure. hii is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon your written notice to hii. Your address for any notices under the Agreement is your billing address, with an email copy to the email address you have provided to hii. hii’s address for such notices is:
hii Foundation
8 The Green, Suite B
Dover, DE 19901
If you and hii are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Infrastructure (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration, unless otherwise prohibited by applicable law. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, hii will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and hii may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court located within the District of Delaware with respect to any dispute related to the actual or threatened infringement, misappropriation, or violation of a party’s intellectual property or proprietary rights.
You and hii agree that any arbitration will be limited to the Dispute between hii and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND HII ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and hii otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” Section will be deemed null and void.
Arbitration will take place in Dover, Delaware. You and hii agree that for any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, the Delaware Court of Chancery and Federal courts located in Dover, Delaware have exclusive jurisdiction and you and hii agree to submit to the personal jurisdiction of such courts.
Neither you nor hii may assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld).
The Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the Delaware Court of Chancery and Federal courts located in Dover, Delaware, and waive any objection to such jurisdiction or venue.
The Infrastructure is controlled and operated from its facilities in the United States. Although the Infrastructure may be accessible worldwide, we make no representation that the Infrastructure or the materials on the Infrastructure are appropriate or available for use in locations outside the United States, and accessing the Infrastructure from territories where its use is illegal is prohibited. Those who access or use the Infrastructure from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.
The Agreement represents the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.
Any failure by us to enforce or exercise any provisions of the Terms shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.
In any action to enforce the Term, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.
You agree that hii's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that hii shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that hii may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees.
No right or remedy of hii shall be exclusive of any other, whether at law or in equity, including without limitation damages injunctive relief, attorneys' fees, and expenses.
No instance of waiver by hii of its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future, or other waiver.
