Terms of Service
Last Updated: December 19, 2024
1. Acceptance of Terms
BY ACCESSING OR USING THE HLPFL RECORDS WEBSITE, SERVICES, OR ANY RELATED PLATFORMS ("SERVICES"), YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE ("TERMS"). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES. YOUR USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS, INCLUDING ANY MODIFICATIONS WE MAY MAKE FROM TIME TO TIME.
These Terms constitute a legally binding agreement between you and HLPFL ("Company," "we," "us," or "our"). By clicking "I Agree," accessing the Services, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.
2. Modifications to Terms
We reserve the right to modify, amend, or update these Terms at any time, in our sole discretion, without prior notice. Any changes will be effective immediately upon posting to the Services. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically.
YOU WAIVE ANY RIGHT TO RECEIVE SPECIFIC NOTICE OF SUCH CHANGES. IF YOU DO NOT AGREE TO THE MODIFIED TERMS, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES.
3. User Content and License Grant
3.1 Your Content
When you submit, upload, post, or otherwise provide any content, including but not limited to music, text, images, videos, or other materials ("User Content") to the Services, you grant HLPFL a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, and sublicensable license to use, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit your User Content in connection with the Services and our business operations.
3.2 Representations and Warranties
By submitting User Content, you represent and warrant that:
- You own or have the necessary rights, licenses, and permissions to submit the User Content
- Your User Content does not infringe any third-party intellectual property rights
- Your User Content does not violate any applicable laws or regulations
- You have obtained all necessary consents, releases, and permissions from any individuals featured in your User Content
- Your User Content does not contain any viruses, malware, or harmful code
3.3 No Obligation
We are under no obligation to accept, review, use, or respond to any User Content you submit. We reserve the right to remove, modify, or refuse any User Content for any reason, in our sole discretion, without notice or liability.
4. Intellectual Property Rights
4.1 Company Ownership
All content, features, and functionality of the Services, including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, software, and the compilation thereof (collectively, "Company Content"), are the exclusive property of HLPFL or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
4.2 Restrictions
You may not, and you agree not to:
- Copy, modify, distribute, sell, or lease any part of the Services or Company Content
- Reverse engineer, decompile, or attempt to extract the source code of the Services
- Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices
- Use any automated system or software to extract data from the Services ("scraping")
- Create derivative works based on the Services or Company Content
- Frame or mirror any part of the Services without our express written permission
5. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
IN NO EVENT SHALL HLPFL RECORDS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:
- Your access to or use of or inability to access or use the Services
- Any conduct or content of any third party on the Services
- Any content obtained from the Services
- Unauthorized access, use, or alteration of your transmissions or content
- Any other matter relating to the Services
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) $100 USD OR (B) THE AMOUNT YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
6. Indemnification
You agree to defend, indemnify, and hold harmless HLPFL and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney's fees) arising from:
- Your use of and access to the Services
- Your violation of any term of these Terms
- Your violation of any third-party right, including without limitation any copyright, property, or privacy right
- Any claim that your User Content caused damage to a third party
- Any User Content you submit, post, or transmit through the Services
This indemnification obligation will survive the termination of these Terms and your use of the Services.
7. Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY
This section affects your legal rights and requires you to resolve disputes through binding arbitration rather than in court.
7.1 Mandatory Arbitration
Except as otherwise provided herein, you and HLPFL agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") will be settled by binding arbitration, rather than in court. This includes disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision.
7.2 Arbitration Rules and Forum
The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be conducted in the English language and will take place in Grand Rapids, Michigan, or another mutually agreed upon location.
7.3 Class Action Waiver
YOU AND HLPFL RECORDS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Unless both you and HLPFL agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.
7.4 Exceptions to Arbitration
Notwithstanding the above, either party may bring an individual action in small claims court or seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
7.5 Waiver of Jury Trial
YOU AND HLPFL RECORDS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
8. Disclaimers and Warranties
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HLPFL RECORDS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
HLPFL RECORDS DOES NOT WARRANT THAT:
- The Services will function uninterrupted, secure, or available at any particular time or location
- Any errors or defects will be corrected
- The Services are free of viruses or other harmful components
- The results of using the Services will meet your requirements
- The quality of any products, services, information, or other material obtained through the Services will meet your expectations
9. Termination
9.1 Termination by Company
We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.
9.2 Effect of Termination
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.
10. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, United States, without regard to its conflict of law provisions. To the extent that any lawsuit or court proceeding is permitted under these Terms, you and HLPFL agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Kent County, Michigan.
11. Severability
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect. Any invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision.
12. Entire Agreement
These Terms, together with our Privacy Policy and any other legal notices published by us on the Services, constitute the entire agreement between you and HLPFL concerning the Services. These Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and HLPFL.
13. Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
14. No Waiver
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of HLPFL.
15. Contact Information
If you have any questions about these Terms of Service, please contact us:
HLPFL - Legal Department
Email: legal@hlpfl.org
General Inquiries: contact@hlpfl.org
Website: hlpfl.org
Acknowledgment
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE AND AGREE TO BE BOUND BY THEM. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND HLPFL RECORDS.