THE HONEST CARPENTER TERMS & CONDITIONS
User Agreement: This User Agreement (“Agreement” or “User Agreement”) is entered into between Honest Carpenter, LLC, a North Carolina limited liability company (“Honest Carpenter”), and you (the “User” or “you”)(collectively, the “Parties”). Honest Carpenter is a provider offering instructional and/or educational programs via an online virtual platform. This User Agreement entitles users to access the programs offered by Honest Carpenter (identified above) (hereafter, the “Classes” or “Services”).
Please review this User Agreement thoroughly as it is a legal contract between Honest Carpenter and the User. By using the Services offered by Honest Carpenter, the User is expressly agreeing to be bound by the terms of this User Agreement.
Order Form: “Order Form” means the online confirmation page or ordering document mutually agreed upon by User and Honest Carpenter that specifies the provision of the Classes, including Fees, duration of access to the Classes, and other relevant information related to purchase of access to the Classes.
License: By entering into this Agreement and any Order Form, Honest Carpenter grants to User a limited, non-exclusive, non-transferable license, during the Term (as defined below), authorizing User to access and use the Classes. This authorization is solely for User’s personal, internal use, in accordance with the terms and conditions of this Agreement, and User agrees not to use the Classes for public performances. Except for the foregoing limited license, no right, title or interest shall be transferred to User.
License Restrictions: User will comply with the terms and conditions of this Agreement, and User shall be responsible and fully liable for any breach thereof. User shall not: (a) sell, resell, lease, lend, rent, distribute or otherwise allow non-authorized access to the Classes, or any component thereof, to a third party; (B) access the Classes on behalf of, or to provide any product or service to, third parties; (c) in any way alter, change, modify, adapt, translate or make derivative works of the Classes or any component thereof; (d) sublicense the Classes for rental, outsourcing, or service operations or to train persons other than User; (e) decompile, disassemble, reproduce or re-engineer the Classes or any component of the Classes, create any product or service that competes with the Classes or derive source or object code from the Classes or any component thereof; (f) access the Classes by any means other than through the interfaces that are provided by Honest Carpenter; (g) “mirror” or “frame” any part of the Classes or create Internet links to the Classes that incldue log-in information, user names, passwords and/or secure cookies; (h) interfere with or otherwise circumvent mechanisms in the Classes intended to enforce any usage limits dictated by Honest Carpenter; or (i) publish benchmarks or performance information about the Classes.
Feedback: User hereby grants to Honest Carpenter a royalty-free, fully paid-up, irrevocable, worldwide, perpetual license to use, disclose and exploit any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by User relating to the Classes or any other products or services, without restriction, including to improve the Classes and to develop, market, offer, sell and provide other products and services.
Fees; Payment: User shall pay all amounts payble by User to Honest Carpenter for the Classes (the “Fees”) specified in the applicable Order Form(s). Access to the Classes is expressly conditioned on User’s payment of the Fees. Except as otherwise provided for herein or in an Order Form: (i) Fees are based on the Class or Classes purchased, whether or not the Class or Classes is actually used by User (i.e., no refunds or credits will be given for unused licenses); (ii) payment obligations are non-cancelable; and (iii) Fees paid are nonrefundable.
Disputes: If User disputes any charges, User must let Honest Carpenter know within thirty (30) days after the date Honest Carpenter charges User; furthermore, User may not maintain any action or proceeding against Honest Carpenter with respect to any such disputed charge unless User commences that action or suit within three (3) months after the date such charge was completed.
Taxes: The Fees payable to Honest Carpenter under this Agreement do not include taxes. Such Fees may be subject to sales tax, use tax, value-added tax, goods and services tax, or other taxes or governmental assessments where applicable. User is responsible for all such taxes. When processing User’s payment of any fees, Honest Carpenter may include a separate charge for any such taxes.
Term; Suspension; Termination
Term: This Agreement and any licenses granted hereunder will commence upon User’s payment of the Fees dictated by any applicable Order Form(s) (the “Effective Date”) and shall continue until all Order Form(s) have expired or been terminated (the “Term”), unless terminated earlier as provided in this Agreement.
Suspension: In addition to any other rights under this Agreement, Honest Carpenter may suspend User’s access to the Classes and related services if (a) User breaches or violates any provision of this Agreement, or (b) Honest Carpenter, in its sole judgment, deems that User’s actions or behavior violates applicable laws, or is abusive, disruptive, offensive, or illegal, or violates the rights of or harms or threatens the safety of Honest Carpenter, its customers or the security, availability or integrity of the Classes (including if usage behavior exceeds reasonable limits). Where practicable, Honest Carpenter will use reasonable efforts to provide User with prior notice of the suspension. Once User resolves the issue requiring suspension (if such issue is resolvable), Honest Carpenter will promptly restore User’s access to the Classes in accordance with this Agreement.
Termination: Honest Carpenter shall have the right to terminate this Agreement immediately if User violates the scope of or any restriction on the license set forth in this Agreement or User’s obligations with respect to Confidential Information (defined below). Honest Carpenter shall have the right to terminate this Agreement immediately if User is in material breach of this Agreement.
Except as otherwise set forth in this Agreement, User will not have any termination rights and shall remain liable for all Fees due with respect to the entire Term even if User decreases or ceases its use of the Classes or fails to use the Classes prior to expiration or termination of this Agreement.
Effect of Termination: Upon termination or expiration of this Agreement for any reason, all licenses granted pursuant to this Agreement will automatically terminate, and Honest Carpenter may immediately discontinue access for User to and use of the Classes without additional notice to User. User will return to Honest Carpenter any materials it has acquired pertaining to the Classes and all Confidential Information (defined below).
Account Information: User agrees to supply Honest Carpenter with all information reasonably requested by Honest Carpenter and needed to establish an account pursuant to which User may access and use the Classes. User will promptly keep Honest Carpenter advised of any changes to such information.
General Responsibilities: Users must be at least 18 years old or the age of legal majority in your jurisdiction of residence. Each User must have a unique identifier for a login, such as a unique email address or IP address; aliases are not permitted. User will not make the Classes available to anyone other than User. Login access for the Classes may not be shared among multiple individuals. User will promptly and without undue delay notify Honest Carpenter upon learning of any unauthorized use of the Classes or any other breach of security oh which User becomes aware. In registering to access the Classes, User agrees to: (1) provide true, accurate, current and complete information about User (the “Registration Data”); (2) comply with these terms and conditions; and (3) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
User Systems: User is responsible for its own Internet access and all necessary hardware, telecommunications equipment and services, software and other materials necessary for User to access and use the Classes, the security of its own systems and the security of its access to and use of the Classes.
No Interference: User will not take or attempt to take any action that: (a) disrupts, impairs, diminishes the quality of or otherwise interferes with the functionality and/or performance of the Classes; (b) circumvents, disables or otherwise interferes with security-related features of the Classes or any features that prevent or restrict use, access to or copying of the Classes or any applicable data; (c) imposes, in Honest Carpenter’s sole discretion, an unreasonable or disproportionately large load on the Classes’ infrastructure; or (d) transmits or introduces into the Classes or any network, hardware or system relating thereto any virus or programming routine intended to damage, surreptitiously intercept or expropriate any system, data or personal information.
Content: User agrees not to use Honest Carpenter content in any way that infringes, misappropriates or violates any trademark, copyright, patent, trade secret, right of publicity, right or privacy or other personal, legal, proprietary or contractual right of any third party or violates any applicable law.
Compliance: User agrees to comply with all applicable laws in connection with its use of the Classes and any information derived therefrom. User will comply with the export laws of the United States and other applicable jurisdictions in using the Classes and obtain any permits, license and authorizations required for such compliance. Without limiting the foregoing, User (a) represents and warrants that it is not listed on any U.S. Government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, (b) will not, nor will it authorize its employees or contractors to, access or use the Classes in violation of any U.S. export embargo, prohibition or restriction, (c) will not submit to Honest Carpenter any information controlled under the U.S. International Traffic in Arms Regulations, and (d) will comply with all laws regarding the transmission of technical data exported form the United States and the country in which its employees or contractors are located.
Assumption of Risk
By accessing the Classes offered by Honest Carpenter, you hereby acknowledge on behalf of yourself, your heirs, personal representatives and/or assigns, that there are certain inherent risks and dangers in attempting to replicate and/or perform the technical carpentry tasks (especially those tasks which involve the use of power tools) demonstrated in the Classes.
You acknowledge that some of these risks cannot be eliminated regardless of the care taken to avoid injuries. You also acknowledge that the specific risks vary from one activity to another, but range from (1) minor injuries such as scratches, bruises, cuts and sprains; (2) major injuries including, but not limited to, eye injury or loss of sight, joint or back injuries, and/or loss of limb(s) or other body parts; and (3) catastrophic injuries including paralysis and death.
In consideration of being allowed to access the Classes, you hereby (1) agree to assume full responsibility for any and all injuries or damage which are sustained or aggravated by you in relation to the Classes, (2) release, indemnify, and hold harmless Honest Carpenter, its direct and indirect parent, subsidiary affiliate entities, and each of their respective officers, directors, members, employees, representatives and agents, and each of their respective successors and assigns and all others, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages, and liabilities to the fullest extent allowed by law arising out of or in any way related to participation in the Classes, and (3) represent that you (a) have no medical or physical condition that would prevent you from properly using any of Honest Carpenter’s Classes, (b) do not have a physical or mental condition that would put you in any physical or medical danger, and (c) have not been instructed by a physician to not participate in physical exercise. You acknowledge that if you have any chronic disabilities or conditions, you are at risk in using Honest Carpenter’s Classes, and should not be participating in any Classes.
Representations and Warranties
Each party to this Agreement represents and warrants that: (a) it has the full right, power and authority to enter into this Agreement and to perform the acts required hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and (c) the individual clicking through or signing an Order Form is an authorized representative of User with the requisite authority to bind User to this Agreement.
Liability Disclaimer; Maximum Liability
THE LICENSE IS PROVIDED “AS IS”. HONEST CARPENTER MAKES NO WARRANTIES RELATED TO THE LICENSE AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HONEST CARPENTER DOES NOT WARRANT THAT THE CLASSES WILL BE UNINTERRUPTED OR ERROR-FREE. HONEST CARPENTER ALSO MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (C) THE QUALITY OF ANY ADVICE, PRODUCTS, SERVICES, LICENSE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH HONEST CARPENTER WILL MEET YOUR EXPECTATIONS. HONEST CARPENTER IS NOT LIABLE FOR DELAYS, FAILURES OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE HONEST CARPENTER’S CONTROL. UNDER NO CIRCUMSTANCES SHALL HONEST CARPENTER OR ITS REPRESENTATIVES, EMPLOYEES, AGENTS, OR ASSIGNS BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, ECONOMIC, DIRECT, INDIRECT, GENERAL OR SPECIAL DAMAGES ARISING OUT OF ANY BREACH OF WARRANTY, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USER AGREES THAT ALL LIABILITY TO ANY PERSON FOR LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, INDEMNITY OR OTHERWISE, ARISING FROM OR RELATING IN ANY WAY TO THE LICENSE, THE CLASSES, THE WEBSITE HOSTING THE CLASSES, THESE TERMS OR ANY OTHER GOODS OR SERVICES PROVIDED BY THE HONEST CARPENTER TO THE VALUE OF THE FEES (IF ANY) PAID FOR THE CLASSES. IF NO FEE HAS BEEN PAID, LIABILITY IS EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Confidential Information: “Confidential Information” means information provided by one party to the other in written graphic, recorded, machine readable or other form concerning the business, clients, suppliers, finances and areas of the other party’s business or products, including, without limitation, information provided by Honest Carpenter to User for use in the Classes whether in hard copy or electronic form. “Confidential Information” does not include information in the public domain, excluding that information which is in the public domain by means of default by either party, information that is required to be disclosed by a court of law or regulatory authority, or any information already in the possession or control of the disclosing party.
Confidentiality Agreement: User shall keep Honest Carpenter’s Confidential Information strictly confidential and shall not use other than for the purposes allowed within these terms and conditions. User agrees to return any Confidential Information upon demand by Honest Carpenter and agrees not to retain any copies of it. Notwithstanding the foregoing, either party may disclose Confidential Information to their legal counsel for purposes of obtaining advice from them. This clause shall continue in effect notwithstanding termination of these terms and conditions.
Ownership: Honest Carpenter (or its licensors) is and will remain the exclusive owner or rightful licensee of (a) the Classes and any software comprising any portion thereof and all related services, specifications, documentation and technical information, and all improvements, enhancements or modifications thereto, including any customizations and developments made for User), (b) Honest Carpenter’s Confidential Information (see above), (c) all techniques, know-how, software, algorithms and methods or rights thereto that are owned by Honest Carpenter at the time this Agreement is executed, or developed during the course of the design, development or provision of the Classes or employed by Honest Carpenter in connection with the Classes and (d) all other Honest Carpenter work product and/or materials provided or accessible to User in connection with this Agreement, and all right, title and interest in and to any of the foregoing, including all intellectual property rights. Honest Carpenter reserves all rights not expressly granted to User in this Agreement.
Trademarks: Except as otherwise provided herein, any materials of a party (“Party Licensee”) that contain the other party’s (“Party Licensor”) Licensor Mark(s) shall require Party Licensor’s prior written approval before use or publication by Party Licensee, and Party Licensee agrees to use such materials only as-delivered by Party Licensor and to not modify such materials in any way without Party Licensor’s prior written permission in each instance. Party Licensee acknowledges that any use of the Licensor Marks in connection with material, personnel or activities which are unethical, immoral or offensive to good taste, will impair the value and goodwill associated with Party Licensor and the Licensor Marks. Use of the Licensor Marks will strictly comply with the Party Licensor’s brand guidelines, as may be provided to Licensee in writing and as may be updated from time to time.
Indemnification: User will indemnify, defend and hold harmless Honest Carpenter, and the individual members of Honest Carpenter, LLC, from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including without limitation attorneys’ fees) made incurred, assessed or awarded against Honest Carpenter by any third party arising out of or in connection with (a) any breach by User of any representation, warranty or obligation in this Agreement or any allegation that, if proven, would constitute such a breach, (b) User’s use of the Classes, or (c) any of the results of User’s use of the Classes or the exhibition, display, distribution, performance or presentation of any such Honest Carpenter content or results. User will not settle or compromise any such claim, except with prior written consent of Honest Carpenter or the affected member(s) of Honest Carpenter, LLC. Honest Carpenter and/or the affected member(s) of Honest Carpenter, LLC may participate in the defense or settlement of such claim at its own expense and with its own choice of counsel.
Assignment: User will not assign, transfer or sublicense this Agreement or any rights granted in this Agreement, and any assignment, transfer or delegation in contradiction of this provision will be null and void. Honest Carpenter shall have the right to assign this Agreement to a parent company, subsidiary or affiliate, to any successor of Honest Carpenter or any of its parent companies, subsidiaries or affiliates, or in connection with any merger, acquisition or other change of control transaction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and assigns of User and Honest Carpenter.
Construction: Whenever used in this Agreement, unless otherwise specified the terms “includes,” “including,” “e.g.,” “for example,” “such as,” “for instance” and other similar terms are deemed to include the term “without limitation” immediately thereafter. The headings of sections and subsections of this Agreement are for convenience of reference only and are not intended to affect the interpretation or construction of any provision of this Agreement.
Force Majeure: If, due to an Event of Force Majeure, a party is unable to perform or is delayed in performance of any of its material obligations pursuant to this Agreement (except for payment), then such party will be excused for such non-performance or delay, as applicable, of those obligations affected by the Event of Force Majeure for as long as such Event of Force Majeure continues. “Event of Force Majeure” means any acts or occurrences beyond the reasonable control of the nonperforming or delayed party, including acts of God, acts of government, wars, riots, strikes or other labor disputes, natural disasters, acts of terrorism, Internet or other telecommunication failures or “brown-outs”, electric power failures, pandemics, quarantines, communicable diseases, fires and floods.
Notice: Any notice required to be given to Honest Carpenter under this Agreement will be in writing and delivered by email transmission to the following e-mail address: [email protected].
Modifications to this Agreement: Honest Carpenter reserves the right to modify, amend or replace this Agreement from time to time.
Governing Law: This Agreement shall be governed by the laws of the State of North Carolina without reference to any rules of conflict of laws. With respect to any suit, action or other proceeding arising from (or relating to) this Agreement, User hereby irrevocably agrees to exclusive personal jurisdiction and venue of the United States District Court for the Eastern District of North Carolina (and any North Carolina state court within Wake County, North Carolina).
Merger Clause: This Agreement represents the parties’ entire understanding with respect to the matters referenced in this Agreement and supersedes any prior agreements or discussions, written or oral regarding the same.
Severability: If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications. To this end the provisions of this Agreement are declared to be severable.