Hodinkee Terms of Service

Last modified: 7/22/2015

Welcome to Hodinkee’s Terms of Service. Please read this carefully before using our site, services, or products. This is a legally-binding contract between you and Hodinkee. We’ve tried to be straightforward with this contract, but we want you to feel comfortable with it, so please feel free to contact us if you have any questions or suggestions.

Please read these Terms of Service (the “Terms”) carefully before using hodinkee.com (the “Site”) and/or the other products, applications, and services provided by Hodinkee (collectively, the “Services”). We’ll refer to Hodinkee, Inc., a Delaware corporation, as “Hodinkee,” “we,” or “us” throughout these Terms. By using or accessing the Services (even just browsing our website), you agree to be bound by all the terms and conditions. If you don’t agree to all the terms and conditions, please do not use the Services.

Use of the Services

• Eligibility. We only permit individuals who are at least 13 years old and can form legally binding contracts with us to use the Services, provide any personal information to Hodinkee, or otherwise submit personal information through the Services. Your use of the Services means you represent and warrant that you meet all eligibility requirements we outline in these terms, so please provide accurate information about yourself. Hodinkee may still refuse to let certain people access or use the Services. Hodinkee may also change its eligibility criteria. Further, we offer the Services only for personal use, and not for the use or benefit of any third party.

You have to be at least 13 years old. No exceptions. Use Hodinkee as much as you want, but you’re not allowed to resell the products purchased, or other information obtained, through the Services.

• Registration. Most of Hodinkee’s Services can be maneuvered without creating a user account (an “Account”). Other features, though, may require you to create an Account. If you do create an Account, you agree to provide Hodinkee with accurate, complete, and updated registration information. You are solely responsible for any activity that occurs through your Account. This means you should not: (1) share your Account information; (2) use another person’s Account or registration information for the Services without permission; (3) create a username that is otherwise offensive, vulgar, or obscene; (4) let someone else use your Account without permission; or (5) publish, distribute, or post login information for your Account. You are solely responsible for keeping your Account and Account password secure and for any consequence resulting from your failure to do so. We understand that your road may take you away from Hodinkee for various reasons. If it does, you can delete your Account by emailing us at contact@hodinkee.com.

If you create an account, be responsible and keep the login information secret. You’re responsible for anything that happens using your account.

Privacy

Our Privacy Policy details how we collect and use your information. You should review it if you would like to know more about how we collect, use, and treat your information.

Content and User Content

• Definition. For purposes of these Terms of Service, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all User Content (as defined below).

We use the word Content to describe any media posted to the site.

• User Content. The term “User Content” means all Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted. Users retain ownership and/or other applicable rights in User Content. Hodinkee and/or third parties retain ownership and/or other applicable rights in all Content other than User Content. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting from accessing Content.

User Content is anything that you or other users post. You continue to own your own content.

• Notices and Restrictions. The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

If we tell you how you can use Content, you will need to respect those restrictions.

• Content License from Hodinkee to You. As a User of the Services, Hodinkee grants you a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely in connection with your use of the Services. This license does not allow you to use, reproduce, modify, distribute, or store any Content for other than purposes of using the Services without prior written permission from us. You also cannot sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

We’ve put a lot of effort into our Site and Services. Don’t rip us off, please.

• User Content License Grant to Hodinkee. When you submit, distribute, transmit, or post any communications or any other material to Hodinkee (either through the Services or through our pages on third party sites, such as Instagram, Twitter and Facebook), you give us a right and license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your User Content in any and all media formats or distribution channels. You agree that this license includes the right for Hodinkee to use your User Content to provide, promote, and improve the Services. You agree that this license is irrevocable, non-exclusive, perpetual, worldwide, transferable, sublicensable, fully paid and royalty-free and will survive termination of your Account. Please note that we may use User Content without compensation of any kind to you, including if we use User Content for advertising or promotional purposes. You also agree that if your User Content contains any ideas, concepts, know-how, or techniques, we can use the User Content and anything it contains for any purpose including, but not limited to, developing, manufacturing and marketing products. In addition to giving Hodinkee a license, you also give each user of the Services an irrevocable, non-exclusive, perpetual, worldwide, transferable, sublicensable, fully paid and royalty-free right and license to access your User Content through the Services and to use, edit, modify, publish, reproduce, distribute, prepare derivative works of, display, perform, adapt and promote such submissions, including after any termination of your Account. For clarity, we want you to know that this license does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content. There are no restrictions on your ownership and license rights in your User Content unless you otherwise agree in writing. You also agree that you will respect the intellectual property rights of others, and represent and warrant that you have all of the necessary rights to grant us this license for all Subscriber Content you transfer to us.

It’s a lot of effort to run a website and business, and we’ll need rights use your content (or not). User Content may be in the form of social media posts, bulletin boards, chat rooms, comment areas, billboards, forums, news groups, postings sections or similar communication functions. We do not own any of your User Content, although by providing content to us, you may grant us a license to use it. The bottom line is that if you share something with us, you keep ownership of it and can continue to do anything you want with it, but you allow us and our other users to use your User Content as we see fit. If you don’t agree to these conditions, then please don’t provide the materials to us.

• Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

We need to have flexibility to remove stuff from our Site and can’t promise that we’ll keep everything forever. If you want to save your post, save it to your device.

Rules of Conduct

• As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Services.

We need you to promise us certain things about your submissions so that you don’t get us into trouble.

• Submissions. When you submit User Content, you represent and warrant (a.k.a. you promise) that:
  • you hold all necessary right, title and license to such materials (in other words, you own it or have the right to give it to us);
  • that your submission of such materials to Hodinkee does not and will not violate or infringe the rights of any third-parties, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights (you didn’t take it from someone else without permission); and
  • all User Content you provide is accurate, complete, up-to-date and not misleading (you’re not lying).

• Form of User Content. In addition, any User Content must not
  • include any profanity or obscene, indecent, or pornographic material;
  • contain any unauthorized or unsolicited advertising, such as spam;
  • contain software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
  • impersonate any person or entity; or
  • include anyone’s identification documents or sensitive financial information.

• Other Rules While Accessing Services. You may not do any of the following while accessing or using the Services:
  • take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our or our third party providers’ infrastructure;
  • interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services;
  • bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation other accounts, computer systems or networks connected to the Services;
  • run any form of auto-responder or “spam” on the Services;
  • use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site;
  • harvest or scrape any Content from the Services;
  • decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction;modify, translate, or otherwise create derivative works of any part of the Services;
  • copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations; or
  • otherwise take any action in violation of this Terms of Use or our Privacy Policy.

Please don’t do anything that would harm the Services we offer.

Third Party Services

The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. All content, including User Content and third party content, is the responsibility of the party that creates it. Hodinkee does not control or endorse any User Content or third party content, and we make no claims or representations regarding any content we do not create. We may provide links to third party sites or resources, but these links do not mean we endorse or have any associations with the third parties. Please note that any moderators, forum managers or hosts on the Services are not authorized as our spokespersons, and their views do not necessarily reflect those of Hodinkee. If any damage or loss results from your use of, reliance on, or any other connection between you and any content that any third party makes available, you acknowledge and agree that we are not responsible or liable, directly or indirectly. We take no responsibility related to third party content, User Content, or any actions resulting from your use of any part of the Services. Hodinkee will have no liability in connection with any content submitted to, transmitted via, or displayed or posted on or through the Services, regardless of whether Hodinkee or another party provides it.

We can’t take responsibility for the whole internet. If you access third party sources, we’re not the ones responsible.

DMCA Copyright Policy

Here’s what happens if somebody thinks something infringing is posted to the Site or Services.

In accordance with the Digital Millennium Copyright Act (the “DMCA”), Hodinkee has adopted the following policy toward copyright infringement on the Services. If we believe a user may be infringing upon someone’s intellectual property rights, we may remove the material. If we believe someone is repeatedly infringing, we will terminate that person’s access rights. If you believe someone has posted on the Services a work that you own without your authorization, please send a notice of copyright infringement containing the following to our Designated Agent (whose contact information is below):

• Identification of works or materials being infringed;
• Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that we are capable of finding and verifying its existence;
• Your contact information, including address, telephone number and, if available, e-mail address;
• A statement that you have a good faith belief that the material is not authorized by the copyright owner, its agent, or the law;
• A statement made under penalty of perjury that the information provided is accurate and you are authorized to make the complaint on behalf of the copyright owner; and
• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringe.

Please contact the Designated Agent to Receive Notification of Claimed Infringement for Company at contact@hodinkee.com.

Commerce

Certain of our Services or product offerings may be subject to payments of fees (the “Paid Services”). You shall pay all applicable fees, as described in the applicable Services, in connection with such Services, and any related taxes or additional charges.

• Billing. When you pay for something, Hodinkee uses a third-party payment processor (the “Payment Processor”) to charge your payment account that you specify (e.g. credit card, etc). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
• Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due upon demand.

Promotions

• Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. If you don’t want to be charged for that Paid Service, you must stop using a Paid Service before the end of the trial period. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at contact@hodinkee.com.

Termination

We don’t want to ever have to do this, but we reserve the right to terminate your license to use the Services or block or prevent your access to the Services, without providing you with notice or reason. In the event of termination, your obligations under these Terms will still continue. As we said before, if you wish to terminate your Account, you may do so by emailing contact@hodinkee.com.

Warranty Disclaimer

• We have no special relationship with you. This means, by agreeing to these terms, you also agree that we have no control over, and no duty to take any action regarding:
  • which users gain access to the Services;
  • what Content you access via the Services; or
  • how you may interpret or use the Content.
• You release us from all liability relating to you acquiring or not acquiring Content through the Services. Hodinkee’s website may at some points contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services. Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals.
• THE SERVICES AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Hodinkee DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY Hodinkee OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, Hodinkee DOES NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

Sorry – our lawyers made us say it.

Indemnification

We hope this never happens, but if Hodinkee gets sued because of something that you did, you agree to indemnify us. That means you’ll defend Hodinkee (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable attorney’s fees) that arises from your use (or misuse) of our Services, your breach of the Terms or your account’s infringement of someone else’s rights. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

If you do something to get us in trouble, you’re responsible, not us.

Limitation on Liability

IN NO EVENT WILL Hodinkee OR ANYONE REPRESENTING Hodinkee BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE SERVICES OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR Hodinkee’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (I) FEES PAID TO US FOR THE APPLICABLE PRODUCTS; OR (II) $500.00.

Again, sorry about yelling at you, but our lawyers say we need to highlight this stuff.

Disputes with Hodinkee

If you’re upset with us, let us know, and hopefully we can resolve it. But if we can’t, then these rules will govern any legal dispute involving our Services.

• Governing Law. The Terms are governed by the laws of the State of New York, including its conflicts of law rules, and the United States of America.
• Arbitration. You and Hodinkee agree that any dispute arising from or relating to the Terms shall be finally settled by arbitration in New York, New York, using the English language, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect by one commercial arbitrator with substantial experience in resolving the type of dispute before us. Judgment upon the award may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Any arbitration under the Terms will take place on an individual basis: class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Hodinkee are each waiving the right to trial by jury or to participate in a class action. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
• Forum. We’re based in New York County, so any legal action against Hodinkee related to our Services, including any arbitration, must be filed and take place in New York County. For any actions not subject to arbitration, you and Hodinkee agree to submit to the personal jurisdiction of a state court located in New York County, New York or the United States District Court for the Southern District of New York.
• Severability. If the prohibition 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 Dispute section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

Modifications

Things change quickly, so we reserve the right to review these Terms and update them to accurately reflect developments in current law and our business operations at any time. So you know we’ve made modifications since your last visit, we’ll make sure to also change the "Last Modified" date at the top of this page. At any time, we also may change, suspend, or discontinue the Services, or impose limits on certain features and Services. Please review these Terms regularly because once we post any changes, your continued use of the Services constitutes your acceptance of the revised Terms.

As we grow, we might need to make changes to these Terms. When we do, we’ll let you know.

Miscellaneous

• Entire Agreement and Severability. These Terms of Service are the entire agreement between you and Hodinkee with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) with respect to the Services. Further, if any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect other terms. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
• Force Majeure. Sometimes things come up that are outside of our control. Because of that, we shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
• Assignment. These Terms of Service are personal to you. You cannot assign, transfer, or sublicense these Terms without first obtaining our consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
• Agency. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.
• No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
• Governing Law and Jurisdiction. No matter where you’re located, the laws of the State of New York will govern these Terms and the relationship between you and Hodinkee as if you signed these Terms in New York, without regard to New York state’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in New York County, New York for exclusive jurisdiction of any dispute arising out of or related to your use of the Services or your breach of these Terms.
• Headings. The section and paragraph headings in these Terms of Service are for convenience only and do not affect their interpretation.

Thank you for taking the time to read the Terms of Service. We are excited for you to explore the Site.