PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. THEY APPLY TO ALL USERS OF THE SITE, REGARDLESS OF WHETHER THEY CREATE A MEMBER ACCOUNT ON THE SITE.
2. Changing Your Information
You are responsible for ensuring that information you provide to us in connection with any member account you or your organization creates on the Site is accurate and up to date. You may change or edit your information at our Site by logging into your member account.
3. Modification to These Terms and Our Site
We may add to, update, delete from or modify the Site at any time in our sole discretion. We reserve the right, at any time and in our sole discretion, to change the Terms. We may post or display notices of changes to the Terms on the Site or may otherwise notify you of changes. Once posted, these changes to the Terms become effective immediately. If any change that we make is not acceptable to you, promptly stop using the Site. Any use by you of the Site after any changes to our Terms become effective will signify your agreement to be bound by those changes. You should check back regularly and review these Terms so that you are aware of the most current rights and obligations which apply to your agreement with us. Nothing in these Terms shall be deemed to confer any third-party rights or benefits to you.
4. Our Site
A. These Terms apply to all users of the Site, including users who are also members. The Site Content (defined below) is provided as a courtesy to our users and is intended for personal, informational, educational and non-commercial purposes only.
C. We encourage you to carefully choose the information you upload or post on the Site and provide to others since any User Submissions (defined below) may be accessible and viewable by all other users and by other members of the Site. You are strictly prohibited from uploading or posting any information, data or photographs that are false, misleading, defamatory, inaccurate, derogatory, harassing, threatening, abusive, invasive of privacy or publicity rights, contain nudity or otherwise contain unlawful, obscene, lewd, sexually explicit or other subject matter that may be found objectionable by others.
E. Although we have no obligation to screen, edit or monitor any of the User Submissions posted to or distributed through the Site, we reserve the right to remove, edit or reject any User Submissions at any time, in its sole discretion. Furthermore, we may restrict, suspend or terminate any user’s access to all or any part of the Site at any time, for any or no reason, with or without notice and with no liability to us whatsoever.
5. Site Access
A. Houston First hereby grants you and/or your organization a limited, personal, non-exclusive, fully revocable license to use and access the Site and its features as set forth in these Terms, provided that: (i) you will not distribute any part of the Site (other than User Submissions owned by you) in any medium without our prior written authorization; (ii) you will not alter, disassemble, decompile, reverse engineer or otherwise modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purpose; and (iii) you will otherwise comply with these Terms. You agree not to delete, change or modify in any way the copyright notices or trademarks contained on the Site.
B. In order to access certain features of the Site you may need to create a member account and access our Site through a login name and password. You may never use another member’s account or share your account with any other user or entity. When creating your account, you agree that you will provide current, complete and accurate information, and you agree that you will update your account information as necessary to keep it current, complete and accurate. You are solely responsible for the activity that occurs on your account. You must notify us immediately of any breach of security or unauthorized use of your account by contacting us at email@example.com.
C. You agree that you will not use the Site and the services and features offered through the Site (i) in connection with any commercial activities and/or sales, including without limitation advertising, contests, sweepstakes or pyramid schemes, without our prior written consent, (ii) to promote information that you know is false or misleading or to promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous, (iii) to further or promote any criminal activity or enterprise, including without limitation, harassment, stalking, copyright infringement, patent infringement, or theft of trade secrets, (iv) to solicit personally identifiable information for commercial or unlawful purposes, (v) to advertise to, solicit, or sell to any person without their prior explicit consent, (vi) to harvest or collect personally identifiable information such as e-mail addresses, account names, passwords or other contact information of users or members for purposes of sending unsolicited communications or commercial solicitations. In order to protect third parties and other users from such prohibited conduct, we reserve the right to restrict, in its sole discretion, communications which a user may send through the Site.
6. Intellectual Property Rights
The content on the Site, except all User Submissions (“Site Content”), is owned by or licensed to Houston First, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You in no way will obtain any ownership interest in the Site Content, trademarks or service marks contained on this Site. Site Content is provided to you “AS IS” for your information and personal or educational use only and may not be reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owner. Houston First reserves all rights not expressly granted in and to the Site and the Site Content. You agree to not engage in the use, copying, or distribution of any of the Site Content other than as expressly permitted herein or as reasonably necessary to use the Site for its intended purpose. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Site Content or User Submissions or enforce limitations on use of the Site or the Site Content and User Submissions.
7. User Submissions
A. The Site may permit the submission of certain user-generated text, information, data, audio, photographs, files or other content (“User Submissions”) and the hosting, sharing, transmission and/or publishing of such User Submissions. User Submissions may be used, distributed and published by us and viewed by both general users and members of the Site. You understand that we do not guarantee any confidentiality with respect to any User Submissions.
B. You shall be solely responsible for your own User Submissions and the consequences of submitting, posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all copyrights, trademarks, trade secrets, patents or any other proprietary or personal rights in and to your User Submissions to enable inclusion and use of such User Submissions in the manner contemplated by the Site and these Terms; (ii) submitting, posting or publishing your User Submission on or through the Site does not and will not violate any confidentiality obligations between you and any person or organization or the privacy rights, publicity rights or other rights of any person; and (iii) you have the written consent, release, and/or permission of each and every identifiable person or organization in your User Submission to use the name or likeness of each and every such identifiable person or organization to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms. You further affirm, represent and warrant that your User Submissions are not defamatory or libelous in any manner whatsoever.
C. You will retain all ownership rights in your User Submissions, and we will not use, reproduce, publish, distribute or display User Submissions owned by you and stored on our Site for our commercial, marketing or any similar purpose, without your consent. By submitting a User Submission to us and permitting it to be viewed, posted or published on our Site, you hereby grant to us a perpetual, worldwide, non-exclusive, royalty-free, fully paid up, sublicensable and transferable license to use, post and store User Submissions on our Site and servers and publish, distribute and display such User Submissions in connection with the Site and Houston First’s (and its successor’s) business, including without limitation the right to distribute such User Submissions to other users and third parties. You further hereby waive any and all moral rights and all rights of a similar nature in any jurisdiction in your User Submission.
D. In connection with any User Submissions, you further agree that you will not: (i) submit or publish falsehoods, misrepresentations or statements that could damage us or any third party; (ii) submit material that is false, misleading, inaccurate, derogatory, unlawful, obscene, defamatory, contains nudity, libelous, threatening, sexually explicit or pornographic, harassing, hateful, intimidating, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense of any federal, state or local law, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; (iii) post advertisements or business solicitations, including any “junk mail” or “spam;” (iv) impersonate another person, institution or organization or falsely state or otherwise misrepresent yourself, your age or your affiliation with any third party, organization, institution or person; (v) upload, post, store or otherwise make available any virus, bug, Trojan horse or other computer file or program that is capable of destroying, interrupting or interfering with or limiting the functionality of the Site or any server, computer hardware, software or equipment. We do not endorse any User Submission or any opinion, recommendation, or advice expressed therein. We reserve the right to remove or revise Site Content and User Submissions without prior notice. We also reserve the right to decide whether Site Content or a User Submission is appropriate and complies with these Terms for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, trademark infringement, violations of rights of publicity or privacy, obscene or defamatory material, or excessive length. We may remove such User Submissions and/or terminate a user’s access for accessing or distributing such material in violation of these Terms at any time, without prior notice and at its sole discretion.
E. You understand that when using the Site, you will be exposed to User Submissions and third party information from a variety of sources and that we are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such User Submissions and third-party information. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
8. Digital Millennium Copyright Act
A. Notification. If you are a copyright owner or an agent thereof and believe that any User Submission or other Site Content infringes upon your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (see 17 U.S.C. 512(c)(3) for further information) by providing our Copyright Agent (listed below) with the following information: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed or if multiple copyrighted works are covered by a notification, a representative list of such works at our Site; (iii) a description of the location on the Site of the allegedly infringing material(s); (iv) your address, telephone number, and e-mail address; (v) a written statement that you have a good faith belief that use of the material(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a written statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated Copyright Agent for notice of claims of infringement is: The General Counsel, whose address is Houston First Corporation, Partnership Tower, 701 Avenida de las Americas, Suite 100, Houston, TX 77010, Attn: General Counsel. The General Counsel may be reached by email at firstname.lastname@example.org and is available by phone at 713-853-8100.
Only notices of alleged copyright infringement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to customer service at email@example.com. You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid.
B. Counter-Notification. If you believe that any User Submission of yours that was removed is not infringing, or that you have the appropriate rights from the copyright owner or third party, or pursuant to the law, to post and use the material in your User Submission, you may send a counter notification containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled; (iii) a statement (under penalty of perjury) that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the material; and your name, address, telephone number, and e-mail address, along with a statement that you consent to the jurisdiction of the federal court in the State of Texas and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter notification is received by the Copyright Agent, we shall send a copy of such counter notification to the original notifying party. The original notifying party shall have ten (10) business days to file an action for copyright infringement and seek a court order against the content provider or user posting such material. If no such infringement action is filed within such 10 business days, we may, in its sole discretion, reinstate the removed material or cease disabling such material.
C. In accordance with the DMCA and other applicable law, we will, in appropriate circumstances, terminate access, at our sole discretion, of any member or user that we find to be a repeat infringer of others copyrights. We may also, in its sole discretion, limit or fully terminate access to the Site of any user infringing the intellectual property rights of others, regardless of whether such user is repeat offender or not.
9. Member Disputes
You are solely responsible for your interactions with other users or members of the Site and any disputes that may arise.
10. Warranty Disclaimer
You agree that your use of the Site shall be at your sole risk. The Site, the Site Content, User Submissions and any services made available on the Site are provided on an “as is” and “as available” basis. We do not make and disclaim any and all express and implied warranties and representations, including but not limited to any implied warranty or fitness for a particular purpose, with regard to the Site, the Site Content, User Submissions or any advice or services provided through the Site, to the fullest extent permitted by law. Without limiting the foregoing, we do not represent or warrant that:
(i) the Site will be accurate, reliable, uninterrupted, secure or error-free;
(ii) defects in the Site will be corrected; or
(iii) the Site or the server that makes it available are free of viruses or other harmful components. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by any institution or third party through the Site or any hyperlinked Web site.
11. Limitation of Liability.
In no event shall Houston First or the Greater Houston Convention and Visitors Bureau, including their respective officers, directors, employees, affiliates, subsidiaries, agents and other partners, be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
(i) any indirect, special, incidental or consequential damages that may be incurred by you;
(ii) any loss of data, income, business or profits (whether direct or indirect) that may be incurred by you; and (iii) any claim, damage, or loss which may be incurred by you as a result of (a) the availability of Site and/or any other third-party Web sites, (b) any reliance placed by you on any advertising, products, services or other content or materials on, or available from, the Site or any third-party Web site; or
(iii) any of your transactions with third parties or other users. The limitations on our liability to you above shall apply whether or not we have been advised of the possibility of such losses or damages arising. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
You specifically acknowledge that we will not be liable for User Submissions or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.
You agree to indemnify and hold harmless Houston First and the Greater Houston Convention and Visitors Bureau, including their respective officers, employees, agents, subsidiaries, affiliates and other partners, from and against any claims, actions, demands, liabilities or settlements, including without limitation reasonable legal and accounting fees, resulting from, or alleged to result from, your conduct using the Site, your violation of these Terms or, your violation any other legal notices or guidelines.
13. Ability to Accept Terms
You affirm that you are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. The Site is not intended for children under the age of thirteen (13). If you are under 13 years of age, then please do not use the Site and exit now.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
15. Governing Law, Location, Entire Agreement
These Terms shall be governed by the laws of the State of Texas and the applicable federal laws of the United States of America. All disputes arising under, or in any way connected with membership in or use of the Site, shall be litigated exclusively in the state and federal courts residing in the State of Texas and in no other court or jurisdiction. You hereby submit to the jurisdiction of the state and federal courts sitting in the State of Texas.
16. Invalidity; Waiver
If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
We reserve the right, in our sole discretion, to revoke, terminate or suspend any and all privileges associated with accessing our Site for any reason or for no reason whatsoever including improper use of this Site or failure to comply with these Terms or any other notices or guidelines, and to take any other action we deem appropriate.
18. User Suggestions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information provided by you to us are not confidential and you grant us a worldwide, royalty-free license to distribute, publish, modify, edit or otherwise use your submissions. We are entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise without any acknowledgement of or compensation to you.
19. Questions; Comments
If you have any questions or comments on this Site or become aware of misuse of the Site by any person, please contact us at firstname.lastname@example.org or at the following address: Houston First Corporation, 701 Avenida de las Americas, Ste. 200 Houston, TX 77010, Attn: Website User Comments.
20. Effective Date
These Terms are effective as of November 18, 2019.