Corporate diversity index

terms of use

Last Updated:  November 1, 2021     

This Terms of Use (the “Terms of Use”) and the Order Form between you and Hootology is a contract (the “Agreement”) between client (referred to as “you”) and Hootology, LLC (“Hootology”) governing your receipt and use of Hootology’s Corporate Diversity Index services (the “CDI Services”). The parties agree to the following terms and conditions:

 

1.       CDI Services and IP.

  1. Hootology shall provide the CDI Services to you for purposes of measuring the impact of your diversity and supplier diversity initiatives and will prepare and deliver a report summarizing Hootology’s results (the “Deliverable”). Subject to full payment of the Subscription Fee (defined below), you own all rights, title, and interest in and to the Deliverable, which is a “work made for hire” under the US Copyright Act. The CDI Services, and all Hootology confidential (non-public) information, Hootology pre-existing information and templates, and methodologies for performing the CDI Services belong exclusively to Hootology (the “Hootology IP”). Hootology grants you a non-exclusive, perpetual, right to use and reproduce any Hootology IP solely to the extent such Hootology IP is incorporated into the Deliverable.

  2. As part of the CDI Services, Hootology will provide you with one “viewer” license to its third-party service provider, Tableau, for purposes of accessing and viewing the dynamic reporting tool component of the Deliverable. This license terminates effective as of the termination date of this Terms of Use between the parties hereto.

  3. You represent and warrant that you have all necessary consents, or authorizations required to share the data, content, materials, or information provided to Hootology hereunder.

 

2.       Fees and Payment. You agree to pay the subscription fee indicated in the Order Form between Hootology and you (“Subscription Fee”) pursuant to the payment terms set forth in the Order Form. All fees are non-refundable. Failure to pay the Subscription Fee when due will result in Hootology suspending the CDI Services. You understand that all amounts payable under this Agreement exclude all applicable sales, use, excise, and other similar taxes (other than taxes based on Hootology’s income).

 

3.       Term and Termination. This Agreement is effective as of the effective date of the Order Form (“Effective Date”) until completion of the CDI Services as set forth in the Order Form or until earlier terminated as set forth herein (the “Term”). Either party may terminate the agreement, effective immediately, if the other party breaches any term of the Agreement and such failure continues for a period of five (5) business days without cure. 

 

4.       Limitation of Liability. INFORMATION AND MATERIALS IN THE CDI SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL HOOTOLOGY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE CDI SERVICES, EVEN IF HOOTOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT HOOTOLOGY WILL NOT BE LIABLE WITH RESPECT TO ANY MATTER OF THIS AGREEMENT UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR ANY AMOUNT IN EXCESS OF THE SUBSCRIPTION FEE.

 

5.       Warranty Disclaimer. HOOTOLOGY MAKES NO WARRANTIES AND ALL WARRANTIES EXPRESS OR IMPLIED ARE EXPRESSLY DISCLAIMED BY HOOTOLOGY. HOOTOLOGY DOES NOT PROVIDE ANY GUARANTEES RELATED TO THE CDI SERVICES. You agree and understand that (a) information offered by the CDI Services in any situation does not constitute a recommendation or advice by Hootology or any of its principals; and (b) you assume responsibility for actions undertaken in connection with your use of the CDI Services in any capacity.

 

6.       Other Terms. Hootology may amend any term of this Terms of Use at any time by providing notice to you via email or otherwise. Your continued use of the CDI Services constitutes your acceptance of the modified or amended Agreement. The Agreement constitutes the entire agreement between you and Hootology, superseding any prior understandings between you and Hootology. This Agreement is governed by and construed in accordance with the laws of the State of Arizona. You agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Maricopa, Arizona. The failure of Hootology to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. This Agreement, and your rights and obligations hereunder, may not be assigned, or otherwise transferred by you without Hootology’s prior written consent.