Currently, the entire Site is accessible by all users. Our future offerings, however, may require that you have a user ID and password to use and/or access certain features or portions of this Site (“Site Licensed Users”).
2. Modification to Agreement.
We may change or update this Agreement from time to time, and any such modifications shall be effective upon posting on the Site. Your use of our Site after a change has been posted signifies and shall be deemed as being your agreement to any such changes. You should review this Agreement periodically to make sure you are up to date on any changes.
THIS AGREEMENT WAS LAST UPDATED ON: January 5th, 2009
To purchase and/or receive information about our Products and/or Services, you will be required to provide us with certain information that allows us to know who you are, including your name, company, residence city, state, country, email address and payment information (collectively “Registration Information”). Certain Products and/or Services may also require that you agree to and execute our applicable Lease or License Agreement.
Humphreys & Associates uses third party vendors (“Vendors”) to fulfill certain orders and/or request for information for its Products and/or Services. By providing your Registration Information on the Site, you acknowledge and authorize that it may be shared with our Vendors as necessary to fulfill your order or request and that we and/or our Vendors may contact you, as necessary, to complete your order and/or request.
By using the Site, you represent and warrant that: (a) all Registration Information you submit is truthful, accurate, current and complete; (b) you will maintain the accuracy of such Registration Information by updating and revising it promptly; (c) you will not, except as expressly allowed in any Lease or License Agreement applicable to you, copy, use, display, create derivative works of, and/or otherwise infringe upon Humphreys & Associates’ Products and/or Services and/or Proprietary Information (defined below); (d) your use of the Site does not violate any applicable law or regulation; (e) you will fully comply with all the terms of any Site License Agreement and Lease and/or License relating to such products and/or services.
You authorize Humphreys & Associates to make any inquiries, either directly or through third parties, that we consider necessary to validate your Registration Information. Humphreys & Associates reserves all rights to take legal action against anyone who misrepresents personal information or is otherwise untruthful about their identity, and to suspend or cancel access to the Site and/or any Product and/or Service established using inaccurate or incomplete information.
By using the Site and/or registering for our Products and/or Services, you affirm that you are 18 years of age or older, or an emancipated minor. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
4. Online Materials and Content; Ownership; Intellectual Property Rights.
This Site provides Products and/or Services related to Program/Project Management and Earned Value Management Systems (“EVMS”), including but not limited to publications, DVDs, and information regarding our EVMS workshops, materials, and training courses (collectively, “Materials”) created and owned by Humphreys & Associates, Inc.
Humphreys & Associates owns and retains all proprietary rights and intellectual property rights in and to the Site, all Humphreys & Associates content displayed on the Site (“H&A Content”) and the Products and/or Services, including but not limited to patents, copyrights, trademarks, trade secrets, and other proprietary information of Humphreys & Associates and its affiliates, subsidiaries, or licensors (collectively, “Proprietary Information”) displayed on the site. All H&A Content, Products and/or Services and Proprietary Information (“Site Material”) is and shall remain the sole and exclusive property of Humphreys & Associates.
You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way H&A Content on the Site, including but not limited to text, software, graphics sound, photographs, video, graphics or other material available through the Site. The foregoing includes your not using or allowing any other use or transmission of any such Site Material, in whole or in part, by electronic website, e-mail, internet presentation/communication or by any other media. You do not acquire ownership rights to any Site Materials.
Your use of the Site Materials, and the Site is governed by this Agreement and any applicable Site License Agreement, and you agree to be bound by all terms and conditions therein and herein. This Site, Site Materials, and the Products and/or Services may be used for your informational, educational, and non-commercial use only. Except as expressly provided in our Site License Agreement, you may not copy, modify, publish, transmit, distribute, perform, frame, sublicense, assign, display, participate in the transfer or sale of, rent, lease, loan, create derivative works based on, or in any other way exploit any portion of the Site, Site Materials, including but not limited to sharing with others, without the express prior written consent of Humphreys & Associates (or its licensor, if any) which may be withheld for any reason. Any permitted copies of the Humphreys & Associates Products and/or Services must retain the copyrighted notice and any other proprietary notices contained in such materials. Humphreys & Associates reserves all rights not expressly granted to you in any Site License Agreement.
5. Non-Commercial Use.
The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. Illegal and/or unauthorized use of the Site, may result in termination of your access to the Site and/or Site Materials. Appropriate legal action may be taken for any illegal or unauthorized use of the Site.
6. Digital Millennium Copyright Act.
While the ability for users to upload content to our Site is not active and not currently available, we respect the intellectual property rights of others. To the extent that we expand the company’s offerings to allow Licensed Users to post certain information (or we post information from a Licensed User with that user’s permission), we shall adhere to the tenets of fair dealing and respect. We will also comply with the Digital Millennium Copyright Act (“DMCA”) as follows:
Copyright-infringing materials found on the Humphreys & Associates Site can be identified and removed via Humphreys & Associates’ DMCA compliance process listed below and by your use of this site you hereby and thereby agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
If you believe in good faith that a User has infringed your copyright(s), you can request that we take down the infringing material(s) by following the steps in this DMCA compliance process. Please note that we do not make any legal decisions about the validity of your claim.
When a clear and valid DMCA Notice is received pursuant to the guidelines set forth below, we will respond by either removing the allegedly infringing content (“Allegedly Infringing Content”) or blocking access to it. We may contact the DMCA Notice provider to request additional information.
Under the DMCA, we are required to take reasonable steps to notify the entity who posted the Allegedly Infringing Content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a counter-notification as instructed below (“Counter-Notice”). On receiving a Counter-Notice, we shall in not less than 10, nor more than 14 business days restore the Allegedly Infringing Content unless we receive notice from the original Notice provider that a legal action has been filed seeking a court order to restrain the Alleged Infringer from engaging in the allegedly infringing activity on our Site.
Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney’s fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.
6.1. Filing a DMCA Notice
To file a DMCA Notice with Humphreys & Associates, you must send us a written letter by fax, e-mail, or regular mail. We reserve the right, to the extent permitted under law, to ignore a Notice that is not in compliance with the DMCA.
Your Notice must:
- Identify specifically the copyrighted work(s) you believe has/have been infringed (for example, “My copyrighted work is an image that appears at [list profile where material is located].”);
- Identify the Content that you claim is infringing on your copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the Site. You should provide clear screenshots of the Allegedly Infringing Materials (this is for identification purposes only, not to “prove” your claims). The information provided should be as detailed as possible;
- Provide information sufficient to permit us to contact you directly: your name, street address, telephone number, and e-mail address;
- If possible, provide information sufficient to permit us to notify the Alleged Infringer (e-mail address preferred);
- Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”;
- The Notice must be signed (physically or electronically); and,
The Notice must be sent to our DMCA designated agent at the following address:
Humphreys & Associates, Inc.
ATTN: DMCA Notice
9910 Research Drive
Irvine, CA 92618
E-mail to: email@example.com or;
Fax to: (714) 685-1734 (on the cover sheet, please write: Attention: DMCA NOTICE).
6.2. Filing a Counter-Notice
If your material has been removed or access has been disabled by us as a result of a DMCA Notice, you may send us a Counter-Notice pursuant to Sections 512(g)(2) and (3) of the DMCA asking for the Allegedly Infringing Material to be restored. To file a DMCA Counter-Notice with us, you must send us a written letter, e-mail, by fax or regular mail.
When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the Allegedly Infringing Material and we shall reinstate the Allegedly Infringing Material in not less than 10, nor more than 14 business days, unless that party obtains a court order supporting removal of the Allegedly Infringing Material on our Site. We reserve the right, to the extent permitted under law, to ignore a Counter-Notice that is not in compliance with the DMCA.
Your Counter-Notice must:
- Describe and list all material(s) that were removed or to which access has been disabled by Humphreys & Associates and the location at which the material(s) appeared before it/they was/were removed or access disabled. Please provide the specific profile or other unique identifying information so that we may have reasonably sufficient information to identify the item(s). The information provided should be as detailed as possible;
- Provide your name, address, telephone number and e-mail address;
- State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or Orange, County, California if your address is outside of the United States);
- State that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us.
- Include the following statement: “I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
- The Counter-Notice must be signed (physically or electronically); and,
The Counter-Notice must be sent to our designated DMCA designated agent at the following address:
Humphreys & Associates, Inc.
ATTN: DMCA Notice
9910 Research Drive
Irvine, CA 92618
E-mail to: firstname.lastname@example.org or;
Fax to: (714) 685-1734 (on the cover sheet, please write: Attention: DMCA NOTICE).
7. General Use of the Site
You have a nonexclusive, limited, revocable license to use the Humphreys & Associates Site while you are in compliance with this Agreement and with any Site License Agreement applicable to you. You agree to abide by certain rules of conduct and other rules prohibiting illegal and other practices that Humphreys & Associates deems harmful. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates any of these terms, including without limitation, terminating the access of such violators to the Site.
You agree that while you are on our Site and/or using our Products and/or Services you shall not:
- Violate any of the terms of this agreement;
- Take any action in violation of any Site License Agreement applicable to you;
- Attempt to gain access to another users Registration Information or Unique ID and Password;
- Impersonate any person or entity without their consent, including, but not limited to, a Humphreys & Associates employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Make unauthorized use of any Site Materials, Humphreys & Associates Products and/or Services, Materials, Proprietary Information, H&A Content, H&A copyrights in whole or in part, trademarks or service marks;
- Use this Site in a manner inconsistent with any and all applicable laws and regulations of any country;
- Take any action or otherwise transmit Content that infringes or violates any third party rights;
- Take any action or upload, post, e-mail or otherwise transmit Content that violates any law or regulation;
- Take any action or upload, post, e-mail or otherwise transmit Content as determined by Humphreys & Associates, in its sole discretion, that causes tort, is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- Take any actions or upload, post, e-mail or otherwise transmit Content that contains any viruses, Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Take any action or upload, post, e-mail or otherwise transmit any Content that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation that Humphreys & Associates considers in its sole discretion to be of such nature;
- Interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; or
- “Stalk,” abuse or attempt to abuse, or otherwise harass another User. Any violation by you of the terms of the foregoing sentence may result in immediate and permanent suspension or cancellation of your Membership.
You agree that Humphreys & Associates may take whatever steps it deems necessary to abridge, or prevent behavior of any sort on the Site in its sole discretion, without notice to you.
8. Links To Third Party Sites.
Any dealings with any third parties associated with this Site and/or participation in promotions, activities, events of third parties, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or other third party. Humphreys & Associates shall not be responsible or liable for any part of any such dealings.
This Agreement shall remain in full force and effect while you use the Site and/or the Site Materials and/or have a valid and current fully paid Site License Agreement with Humphreys & Associates. Humphreys & Associates may terminate your access to the Site and/or the Site Materials at any time without warning. To the extent legally permitted under California Law you will not receive reimbursement of any fees paid and/or owed if your access to the Site and/or Site Materials is terminated. If your access to the Site and/or Products and/or Services is terminated and you have a existing Site License Agreement with us, you may not be able to access the Site Materials. Even after your access is terminated, this Agreement will remain in effect, including but not limited to Sections 4, 5, 7, 8, 10, 11, 12, 13, and 14.
All or any of Humphreys & Associates’ rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of Humphreys & Associates’ assets.
11. Disputes and Governing Law with a Standard License.
In the event you have a dispute with us regarding any Site Materials covered by our Site License Agreement, please refer to your Site Licensing Agreement to review your dispute options.
12. Disputes and Governing Law without a Standard License.
In the event that you are not subject to a Site License Agreement with Humphreys & Associates and/or have purchased a free-standing product from our Site, and you have a dispute with us relating to this Site, those disputes shall be resolved under the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Further, you and Humphreys & Associates agree to submit to the exclusive jurisdiction and venue of the courts located in the County of Orange, California except as provided in below regarding optional arbitration. Notwithstanding this provision, you agree that Humphreys & Associates shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction.
For any Claim, excluding Claims for injunctive or other equitable relief, where the total amount of the award sought is less than ten thousand U.S. Dollars ($10,000.00 USD), the party requesting relief may elect to resolve the Claim in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
All Claims you bring against Humphreys & Associates must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed and you agree and consent can and shall be dismissed by the applicable court upon H&A motion for same. Should you file a Claim contrary to this Dispute Resolution Section, Humphreys & Associates shall recover actual attorneys’ fees and costs, provided that Humphreys & Associates has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.
13. Releases, Disclaimer of Warranty, Further Limitations of Liability, Indemnity.
13.1. The Humphreys & Associates Site Is Provided “As Is”
HUMPHREYS & ASSOCIATES PROVIDES THE SITE, THE PRODUCTS AND/OR SERVICES, AND ALL OTHER SERVICES STRICTLY ON AN “AS IS” BASIS, PROVIDED AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the foregoing, Humphreys & Associates does not ensure continuous, error-free, secure or virus-free operation of the Site and you understand that you shall not be entitled to refunds for fees paid (if any) based on Humphreys & Associates’ failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.
13.2. Further Limitations of Liability
IN NO EVENT SHALL HUMPHREYS & ASSOCIATES OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITE (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIPS AND/OR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT HUMPHREYS & ASSOCIATES MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL HUMPHREYS & ASSOCIATES’S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIFTY DOLLARS (U.S. $50.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that Humphreys & Associates cannot be held responsible or liable for anything that occurs or results from accessing or subscribing to the Site.
13.3. Your Indemnification of Humphreys & Associates
At Humphreys & Associates’ request, you agree to defend, indemnify and hold harmless Humphreys & Associates, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, and other users of the Site, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from any breach of this Agreement and/or our License Agreement, by you, or from your use of the Site. You agree to defend, indemnify and hold harmless Humphreys & Associates, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (a) any action or inaction by you in connection with the deletion, alteration, transfer or other loss of H&A Content, status or other data on the Site, and (b) any claims by third parties that your activity or Content in the Site infringes upon, violates or misappropriates any of their intellectual property or proprietary rights.
14. General Provisions.
The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is deemed unlawful, void or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
The Humphreys & Associates Site is controlled and operated by Humphreys & Associates from its offices within the State of California, United States of America. We make no representation that any aspect of the Site or our Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws. Any software available in connection with our Site (the “Software”) is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Software and its use. Downloading or using the Software, irrespective if authorized hereunder and/or by a Site License, or unauthorized, is at your sole risk.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Humphreys & Associates under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Humphreys & Associates. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Humphreys & Associates shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Humphreys & Associates.
Humphreys & Associates may give notice to you by means of a general notice on our Site, at or after log-in to your online account, by electronic mail to your e-mail address in our records for your account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record with us. All notices given by you or required under this Agreement shall be faxed to Humphreys & Associates Legal Department, Attn: Dispute Resolution, at: (714) 685-1734; or mailed to us at: Humphreys & Associates Legal Department, Attn: Dispute Resolution, Humphreys & Associates, Inc., 9910 Research Drive, Irvine, CA 92618.