These HAPEIRON Terms & Conditions (these “Terms”) contain the terms and conditions that govern your access to and use of any HAPEIRON Services (defined below) and are an agreement between Hapeiron  (“HAPEIRON,” “we,” “us,” or “our”) and you or the entity you represent (“you”). These Terms take effect when you activate registration and confirm participation in any of these Hapeiron Events , if earlier, when you use any of the HAPEIRON Services (“Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 11 for definitions of certain capitalized terms used in these Terms.

 

1. Access to the Hapeiron Services

1.1 Generally.

You may access and use the HAPEIRON Services in accordance with these Terms. Additional terms may apply to certain HAPEIRON Events, and any such additional terms will be set forth in a separate agreement between HAPEIRON and you. You agree and acknowledge that you have entered into these Terms, and will use the HAPEIRON Services, as part of your business or professional activities, and not as a consumer or for personal use. HAPEIRON Services may be provided to you by HAPEIRON or our Experts, contractors or agents. To access the HAPEIRON Services, you must register via the HAPEIRON Site and agree to these Terms. If you are entering into these Terms on behalf of an entity, you will provide HAPEIRON with enrollment information for all Clients via the HAPEIRON Site or as otherwise requested by HAPEIRON. We may add, remove or change the HAPEIRON Services described on the HAPEIRON Site from time to time. We will not make any material change to an HAPEIRON Events for which you have already paid a registration fee without notifying you at least five business days before the scheduled start date of the Events.

 

1.2 Your Responsibilities.

You are responsible for all activities that occur under HAPEIRON accounts you use or create in connection with any HAPEIRON Events, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents).

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2. Fees and Payment

2.1 Fees.

You will pay us all applicable fees and charges for use of and access to the HAPEIRON Services as described on the HAPEIRON Site using one of the payment methods we support. All amounts payable under these Terms will be made without setoff or counterclaim, and without any deduction or withholding.

 

2.2 Cancellation; Refunds.

HAPEIRON may cancel an HAPEIRON Event in its discretion at any time up to and including the date of the HAPEIRON Events. If HAPEIRON cancels any HAPEIRON Event for which you have already paid a registration fee, we will either (a) refund the amount you paid for such HAPEIRON Event or (b) offer the same HAPEIRON Event to you on an alternative date. If you cancel or reschedule your registration for an HAPEIRON  Events at least ten business days before the scheduled start date of the Events, we will refund the amount you paid for such Events. If you cancel or reschedule your registration for an HAPEIRON Events less than ten business days before the scheduled start date of the Events, the fees for such Events will be non-refundable.

 

2.3. Taxes.

All fees and charges payable by you are exclusive of applicable taxes and duties (collectively, “Taxes”), including VAT and applicable sales tax. HAPEIRON may charge and you will pay applicable Taxes that HAPEIRON is legally obligated to collect from you.

You will provide such information to us as reasonably required to determine whether we are obligated to collect such Taxes from you. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates.

In cases where HAPEIRON is required to charge Taxes, HAPEIRON will issue an invoice complying with the relevant tax invoicing regulations applicable at that time.

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If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

 

3. Proprietary Rights

3.1. Your Materials.

You are solely responsible for any materials or information that you own or license from a third party and provide to HAPEIRON in connection with the HAPEIRON Services. You will ensure that you have adequate rights and permissions to provide HAPEIRON with access to any such materials or information.

 

3.2. HAPEIRON Services License.

As between you and us, we or our Experts, Speakers or licensors own and reserve all right, title, and interest in and to the HAPEIRON Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license during the term of these Terms to access and use the HAPEIRON Services solely in accordance with these Terms. Except where the HAPEIRON Materials are provided to you under a separate license (“Other Licenses”), and subject to the limitations in Section 3.3, we grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferrable license to use written HAPEIRON Materials during and after the relevant HAPEIRON Events. Except as provided in this section, you obtain no rights under these Terms from us, our Experts or our licensors to the HAPEIRON Services, including any related intellectual property rights. In the event of a conflict between these Terms and any Other License, the Other License will prevail with respect to those HAPEIRON Materials.

 

3.3. License Restrictions.

Neither you nor any Client may use the HAPEIRON Services in any manner or for any purpose other than as expressly permitted by these Terms. Neither you nor any Client may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any HAPEIRON Services (except to the extent software included in the HAPEIRON Services is provided to you under a separate license that expressly permits the creation of derivative works); (b) reproduce or redistribute any HAPEIRON  Materials; or (c) resell or sublicense any HAPEIRON Services. All licenses granted to you in these Terms are conditional on your continued compliance with these Terms, and will immediately and automatically terminate if you do not comply with any term or condition of these Terms.

 

 

4. Privacy

You acknowledge that HAPEIRON and its EXPERTS will handle any personal data relating to you or your Clients that is provided to HAPEIRON and its EXPERTS for the purposes of these Terms in accordance with the HAPEIRON Privacy Notice. You represent and warrant that you are entitled in accordance with applicable Hapeiron to provide such personal data to HAPEIRON and its EXPERTS for the purposes of these Terms, and that you will make the HAPEIRON Privacy Notice available to any Clients whose personal data you provide to HAPEIRON or any such Experts. If you provide personal data to HAPEIRON on behalf of any third party in connection with the HAPEIRON Services, you are responsible to such third party for your use and handling of such personal data in accordance with applicable Privacy policies and local regulations. HAPEIRON may from time to time notify you of any changes to the HAPEIRON Privacy Notice, but you should check the HAPEIRON Site frequently for recent changes and notify your Clients about any updated version.

 

4.1 Sharing  Data with Third Party.

If your participation in HAPEIRON Services has been arranged by a third party (i.e. your employer), HAPEIRON will share information about your participation with the employer. This information will include a record of your attendance, and personal data such as your name and the email address you used to register for the , (collectively “ Data”). HAPEIRON will process your personal  Data in accordance with the HAPEIRON Privacy Notice, available at https://www.hapeiron.com/privacy. By accepting these Terms, you acknowledge that HAPEIRON will disclose the  Data to the employer for certain legitimate business purposes including (a) to confirm that HAPEIRON has delivered the Services in accordance with the terms agreed between HAPEIRON and the client and or employer, (b) to confirm whether you have successfully undertaken the Services, and (c) to identify additional Services that might be of interest to you or the client and or employer.

 

5. Termination.

ΗΑPEIRON may suspend or terminate your use of the HAPEIRON Services upon notice for any breach by you of these Terms. HAPEIRON may also suspend your or any Client’s access to any HAPEIRON Events if you or any Client displays behavior that we determine is violent, abusive or disruptive or otherwise poses a risk to HAPEIRON or any third party. In such event, you will not receive any discount, credit or refund of any fees, expenses or charges payable by you under these Terms in connection with such HAPEIRON Events. You may terminate these Terms at any time by providing 30 days prior written notice to us. Upon termination, (a) all your rights under these Terms will immediately terminate, (b) you remain responsible for all fees you have incurred through the date of termination, and (c) Sections 3 (except the license granted to you in Section 3.2), 4, 5, 6, 7, 8, 10, and 11 will continue to apply in accordance with their terms. 

 

 

6. Indemnification

To the maximum extent permitted by law, and except to the extent caused by us, our employees, experts or subcontractors, you will defend, indemnify, and hold harmless us, our Expert s and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any Clients’ use of the HAPEIRON Services in a manner not authorized by these Terms; or (b) a dispute between you and any third party with respect to use of the HAPEIRON Services. We may assume control of the defense and settlement of any third party claim of the nature described above at any time. 

 

 

7. Disclaimers

THE HAPEIRON SERVICES ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WE AND OUR EXPERT S AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE HAPEIRON SERVICES OR THESE TERMS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR EXPERT S AND LICENSORS DISCLAIM ALL CONDITIONS AND WARRANTIES, INCLUDING ANY IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. 

 

 

8. Limitations of Liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR EXPERT S AND LICENSORS WILL NOT BE LIABLE (INCLUDING BUT NOT LIMITED TO LIABILITY FOR NEGLIGENCE) TO YOU FOR ANY:

(i) LOSS OF PROFITS;

(ii) LOSS OF BUSINESS;

(iii) LOSS OF ANTICIPATED SAVINGS;

(iv) LOSS OF GOODWILL AND SIMILAR LOSSES;

(v) INVESTMENTS, EXPENDITURES OR COMMITMENTS RELATED TO THE HAPEIRON SERVICES (EXCEPT ACTUAL PAYMENTS BY YOU TO HAPEIRON UNDER THESE TERMS FOR HAPEIRON'S DELIVERY OF THE HAPEIRON SERVICES);

(vi) PURE ECONOMIC LOSS; OR

(vii) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, DAMAGES, COSTS, OR EXPENSES OR EXEMPLARY LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY (INCLUDING BUT NOT LIMITED TO LIABILITY FOR NEGLIGENCE) OF US, OUR EXPERT S AND OUR LICENSORS IN CONNECTION WITH THESE TERMS WILL BE LIMITED TO, AT OUR OPTION, (i) REDELIVERY OF THE HAPEIRON  EVENTS(ES) OR SERVICE(S) THAT GAVE RISE TO THE CLAIM; OR (ii) A REFUND OF THE FEES YOU ACTUALLY PAID TO US UNDER THESE TERMS FOR EACH HAPEIRON  EVENTS OR OTHER HAPEIRON  SERVICE TO WHICH SUCH CLAIM RELATES.

 

 

9. Modifications

We may modify these Terms at any time by posting a revised version on the HAPEIRON Site or by otherwise notifying you in accordance with Section 10.4. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to access or use the HAPEIRON Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check the HAPEIRON Site regularly for modifications to these Terms. We last modified these Terms on the date listed at the beginning of these Terms. 

 

 

10. Miscellaneous

10.1. Publicity.

Unless permitted under a separate agreement between you and HAPEIRON, neither party will misrepresent or embellish the relationship between the parties (including by expressing or implying that either party supports, sponsors, endorses, or contributes to the business endeavors of the other), or express or imply any relationship or affiliation between the parties except as expressly permitted by these Terms.

 

10.2. Force Majeure.

HAPEIRON and its EXPERTS will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including, subject to applicable law, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

 

10.3. Independent Contractors; Non-Exclusive Rights.

We and you are independent contractors, and these Terms will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective Experts, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who might offer products or services which compete with the other party's products or services.

 

10.4. Notice.

(a) To You. We will provide any notice to you under these Terms (i) under Section 4 by: (A) posting a notice on the HAPEIRON Site, or (B) sending a message to the email address then associated with your account; and (ii) under Section 5 by sending a message to the email address then associated with your account. Any notices provided by posting on the HAPEIRON Site will be effective upon posting and notices provided by email will be effective when we send the email.
(b) To Us. Subject to any section of these terms, to give us notice under these Terms, you must contact HAPEIRON as follows: (i) by personal delivery, overnight courier or registered or certified mail to HAPEIRON address, attention General Counsel or (ii) if providing notice of cancellation pursuant to Section 2.2, you may provide such notice by email. We may update the facsimile number or address for notices to us by posting a notice on the HAPEIRON Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
(c) Language. All communications and notices to be made or given pursuant to these Terms must be in the English language.

 

10.5. Assignment; No Third Party Beneficiaries.

You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer in violation of this section will be void. We may assign these Terms (or any of our rights and obligations under these Terms): (a) to any of our Expert s; or (b) in connection with any merger, consolidation, reorganization, sale of all or substantially all of our assets or any similar transaction. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. These Terms do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms.

 

10.6. No Waivers.

The failure by either party to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time.

 

10.7. Severability.

If any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms but the rest of the Terms will remain in full force and effect.

 

10.8. Governing Law.

Subject to Section 12, the Hapeiron of the State of Washington, without reference to conflict of law rules, govern these Terms and any dispute of any sort that might arise between the parties. The United Nations Convention for the International Sale of Goods does not apply to these Terms.

 

10.9. Disputes.

Any dispute or claim relating in any way to your use of the HAPEIRON Services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to HAPEIRON address. The arbitration will be conducted by said International Arbitration Rules. Payment of filing, administration and arbitrator fees will be governed by rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. We will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a Events, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

 

10.10. Entire Agreement; English Language.

These Terms include all other documents incorporated by reference herein and are the entire agreement between you and us regarding the subject matter of these Terms. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. If we provide a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

 

10.11 Trade Compliance.

You represent and warrant that you and your financial institution(s), or any party that owns or controls you or your financial institution, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority. You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology (“Items”) to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, U.S. Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.

 

 

11. Definitions

“Expert or Speaker ” means any entity that directly or indirectly controls, is controlled by or is under common control with that party.

“HAPEIRON Privacy Notice” means the privacy notice located at https://www.hapeiron.com/privacy. (and any successor or related locations designated by us), as it may be updated from time to time.

“HAPEIRON Site” means https://www.hapeiron.com/ (and any successor or related site designated by us), as may be updated by us from time to time.

“HAPEIRON Events” or “Events” means each of the  Events made available by us or our Experts, including those  Events described on the HAPEIRON Site. HAPEIRON Events may include in-person or web-based or similar virtual programs. HAPEIRON  Events do not include any  or instruction made available directly to you by other companies or individuals under separate terms and conditions.

“HAPEIRON Materials” means educational or instructional materials related to the HAPEIRON services that we might make available from time to time, including reference materials and assessments, either in connection with an HAPEIRON  Events or independently (e.g., available for download from the HAPEIRON  Site).

“HAPEIRON Services” means each HAPEIRON Event and all HAPEIRON Materials made available to you by us or our Experts.

“HAPEIRON Site” means https://www.hapeiron.com/. (and any successor or related site designated by us), as may be updated by us from time to time.

“Client” means any individual that directly or indirectly accesses or uses HAPEIRON Services under your account.