The following terms of use (the “Agreement”) govern all use of the halleratlas.com website (the “Site”) and the services available on or at the Site (taken together with the Site, the “Service”). The Service is owned and operated by haller atlas and its affiliated companies and subsidiaries (“haller atlas”, “we”, “our”, “us”, etc.). The service is offered subject to your (the “User”, “you” “your”) acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by haller atlas – including, without limitation, Privacy Policy and others. If you do not agree this Agreement, do not use the Site.
1. Access
haller atlas may change, suspend or discontinue the Services, Products, terms at any time, including the availability of any feature, or content, or product. haller atlas may also impose limits on certain features and Services or restrict User’s access to parts or all of the Services without notice or liability. The User certifies to haller atlas that if User is an individual (i.e., not a corporation) the User is at least 18 years of age. The User also certifies that it is legally permitted to use the Service, or are accessing the Site under the supervision of a parent or legal guardian, and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
2. Modifications
haller atlas reserves the right, at its discretion, to modify this Agreement, terms at any time. The User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by the User following such notification constitutes the User’s acceptance of the terms and conditions of changes as modified.
3. Content
Inappropriate, False, or Misleading Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, illegal or otherwise offensive or in violation of any part of this Agreement. You also agree not to post any Content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
4. Use of Services
We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services, platforms, and integrations subject to this Agreement and the following restrictions in particular:
i. Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you or haller atlas. For example, it’s you must not engage in fraud, theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against haller atlas, another haller atlas user, or a third party.
ii. Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code into our platforms, third party services, or other programs or systems our clients may use to promote their Products. You agree that haller atlas reserves the right to audit our platforms (systems) to ensure integrity and compliance with this Agreement, at the sole discretion of haller atlas.
iii. Communication Methods. haller atlas will provide you with certain legal information in writing. By using our Services, you’re agreeing to our communication methods which describes how we provide that information to you. This simply means that we reserve the right to send you information electronically (by email, etc.) instead of mailing you paper copies (it’s better for the environment).
5. Warranties and limitation of liability
5.1 Warranties. Our Services are provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade. We do not guarantee that:
i. the Services will be secure or available at any particular time or location;
ii. any and all errors for which haller atlas is responsible will be corrected;
iii. the Services will always be free of viruses or other harmful materials; or
iv. the results of using the Services will meet your expectations. You use the Services solely at your own risk. Some jurisdictions do not allow limitations on implied warranties, so the above limitations may not apply to you.
5.2 Liability Limits. To the fullest extent permitted by law, neither haller atlas, nor our employees or directors shall be liable to you for any lost profits or revenues, or for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with the Services or this Agreement.
6. Release
You release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
7. Trademarks
If you use any of our trademarks in reference to our Products or Services, you must include a statement attributing that trademark to us. You must not use any of our trademarks in or as the whole or part of your own trademarks; in connection with activities, Products or Services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services (including the Site).
8. Indemnity
You will indemnify and hold haller atlas (and its officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party (including your Customer) due to or arising out of your breach of this Agreement, your use (or misuse) of our Services, or your infringement of someone else’s rights, or your violation of any law or the rights of a third party. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us, so we can execute our strategy.
9. Disputes, Law & Jurisdiction
9.1 Governing Law. This Agreement (including any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims)) shall be interpreted and governed by the laws of the Republic of Kenya. Each party hereby agrees to submit to the jurisdiction of the Kenyan courts and to waive any objections based upon venue.
9.2 Arbitration. Any disputes, controversies, or differences arising out of the implementation, interpretation, performance of this Agreement, shall be finally settled through arbitration by a single arbitrator to be appointed in accordance with the rules of Chartered Institute of Arbitrators. The arbitrator shall be a person who is legally trained and who has experience in the information technology field and is independent of either party. The venue of the arbitration shall be Nairobi. The language used in the arbitration proceedings shall be English. The award of the arbitrator shall be final and binding and may be entered in any court of competent jurisdiction and enforced in accordance with the Arbitration Act 1995 Chapter No. 4. Notwithstanding the foregoing, the Site reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through competent courts, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
10. General
No agency, partnership, joint venture, employee-employer, franchiser-franchisee relationship, etc. is intended or created by this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement upon notice to you. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
haller atlas reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.