These terms and conditions apply to any services provided by Hoonuit, LLC or Hoonuit, LLC doing business as Atomic Training, or their affiliates (“Atomic Learning”) through its website or any affiliated websites, including any pages found at or under the atomiclearning.com or atomictraining.com domains (together, all pages are the “Website”). These terms and conditions apply to not only you, but also to any school district or other legal entity you purport to represent, and any administrator or end-user who obtains access by your actions, including employees, contractors, students, their families, faculty and staff, whether intended or not (together “Customer”).
By use of any portion of the Website, Customer agrees to these Terms and Conditions. If Customer does not agree to all of the following Terms and Conditions, Customer should not use the Website and immediately should contact Hoonuit.
Customer may only access the subscription portion of the Website during its paid subscription term and any renewal thereof (“Subscription Term”). During the term of a Customer’s subscription, Customer may download, for internal use only, files expressly provided by Hoonuit for download via Hoonuit-created links, but other than the foregoing, Customer shall not copy, download, store, publish, transmit, transfer, distribute, modify, or sell any information or data contained on or through the Website, including without limitation any movies or video content. Customer will not interfere with the Website in any way and will not use its access for any illegal or improper purpose. Except for data uploaded by Customer, sites linked to the Website, or otherwise expressly excepted on the Website, all right, title and interest in anything on the Website, including all copyrights throughout the world, are the property of Hoonuit and it reserves all rights therein. Trademarks, service marks and other intellectual property rights are owned as set forth on the page entitled “Intellectual Property Rights” on the Website (currently found at https://www.hoonuit.com/intellectual-property-rights). Hoonuit may change the features on the Website at any time in its sole discretion.
- Responsibility for Access
In order to access some features of the website, Customer will have to create an account. When creating Customer’s account, Customer must provide accurate and complete information and is solely responsible for the activity that occurs on Customer’s account, and must notify Hoonuit immediately of any breach of security or unauthorized use of Customer’s account. Customer is responsible for all access to the Website by Customer and its staff, students, employees, agents or other individuals at any location or by using Customer’s equipment, or by using Customer’s password, even if Customer did not authorize such use. Customer agrees to defend and indemnify Hoonuit from any claims or damages relating to or arising out of any such access.
- User Submissions
A. The Website may permit the submission of videos, documents or other data (“User Submissions”) and the hosting, sharing, and/or publishing of such User Submissions with others. Hoonuit does not guarantee any confidentiality with respect to any User Submissions. Customer accepts sole responsibility for its User Submissions and the consequences of posting or publishing them. In connection with User Submissions, Customer represents and warrants that it owns or has the necessary rights to use, and authorizes Hoonuit to use, all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms. Customer agrees that none of its submissions will contain any indecent, illegal, pornographic or other content that may be deemed by a reasonable person to be inappropriate for a person of any age to view. Customer agrees that its User Submissions shall not infringe any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy, and by submitting User Submissions to Hoonuit, Customer grants Hoonuit a license to use, reproduce, distribute and display the User Submissions in connection with the Website. Customer also grants each authorized user of the Website to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms. Hoonuit does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and disclaims any and all liability in connection with User Submissions. Hoonuit may remove such User Submissions and/or terminate a Customer’s access for uploading such material in violation of these Terms at any time, without prior notice and in its sole discretion.
B. Hoonuit may preserve User Submissions and may also disclose them to others if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Hoonuit, its Customers and the public.
C. Customer acknowledges that it is not feasible for Hoonuit to review Users Submissions, nor to review all third-party content and postings on the Website or which are linked to the Website. Accordingly, Hoonuit cannot and does not confirm the accuracy of such information, content, linked websites or postings and Customer must exercise a reasonable degree of caution in dealing with such information, content, linked websites or postings and other Customers on the Website.
D. If Customer is a copyright owner and believe that any User Submission or other content infringes upon its copyrights, Customer may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i)A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact Customer, such as an address, telephone number, and, if available, an e-mail address;(v) A statement that Customer has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that Customer is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Hoonuit’s designated Copyright Agent to receive notifications of claimed infringement is: Clay Anderson, 15088 22nd Avenue NE, Little Falls, MN 56345: email: Clay.Anderson@hoonuit.com, fax: (603) 215-0106. Only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Hoonuit customer service through firstname.lastname@example.org. Customer acknowledges that if Customer fails to comply with all of the requirements of this Section 5(D), Customer’s DMCA notice may not be valid.
- Third-party Websites and Links
The Website may contain links to third party websites that are not owned or controlled by Hoonuit, and it has no control over, and assumes no responsibility for anything relating to third party websites. Customer expressly waives any claims against Hoonuit relating to or arising out of its use of third party websites linked to Hoonuit, and Hoonuit, by virtue of such linking or otherwise, makes no endorsement of any other website, and Customer assumes all risk of use or loss related to its use of any other website.
- Disclaimer of Warranties and Limitation of Liability
CUSTOMER ACCEPTS THE WEBSITE, EVERYTHING LINKED TO THE WEBSITE AND ALL SERVICES PROVIDED BY HOONUIT “AS IS,” “WITH ALL FAULTS”, AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR INTENTIONAL ACTS OR GROSS NEGLIGENCE, CUSTOMER WAIVES ALL CLAIMS AGAINST HOONUIT FOR ANY CLAIMS RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE WEBSITE, OR ITS PERFORMANCE, REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, TORT, STATUTORY OR NEGLIGENCE. IN ANY EVENT: (A) CUSTOMERS WAIVES ANY CLAIMS FOR LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, REGARDLESS OF THE FORESEEABILITY OF SUCH DAMAGES; AND (B) DAMAGES BY CUSTOMER AGAINST HOONUIT ARE LIMITED TO THE AMOUNT OF SUBSCRIPTION FEES PAID BY THE CUSTOMER DURING THE PROCEEDING TWELVE MONTHS.
- Terms and Termination
This Agreement remains in effect through the Subscription Term and any renewal thereof, and may be terminated for breach of this Agreement, upon which no refund of the Subscription Fees is due; or by Customer if Customer demonstrates that the Website and related services are not as promised or represented by Hoonuit, but only if Customer provides Hoonuit written notice within 60 days of the beginning of Customer’s initial subscription. Upon receipt of such notice, Hoonuit will provide Customer with a prorated refund. The provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement shall survive expiration or termination of this Agreement, including without limitation the obligations and limitations set forth in sections 2, 3, 6, 8 – 13.
- Changes to Terms and Conditions
Hoonuit may change these Terms and Conditions at any time, and Customer agrees to frequently check the Website for such changes. Customer agrees that the latest Terms and Conditions at the Website will govern its rights and obligations with Hoonuit, unless Customer informs Hoonuit that it does not agree to the changes within 30 days of the changes being posted at the Website.
- Governing Law and Venue
This agreement is made in and shall be governed by and construed in accordance with the laws of the State of Minnesota without reference to choice of law principles. Customer consents to exclusive jurisdiction and venue of the courts of Morrison County, Minnesota.
Customer agrees to pay any sales, use or value-added taxes applicable to its Subscription.
- Entire Agreement, No Additional Terms
This is the entire Agreement between the parties with respect to its subject matter and supersedes all prior agreements. Unless expressly accepted by Hoonuit in writing, any other terms and conditions inconsistent herewith are not binding on Hoonuit, LLCluding any terms and conditions contained in any of Customer’s purchase orders or other documentation.
- Ability to Accept Terms
Customer affirms that he or she is more than 18 years of age and is fully able and competent to enter into the and to abide by and comply with these Terms, and that he or she has full authority to bind any other users within the definition of “Customer” to any services provided on the Website, including the full authority to bind any school district, educational institution, company or other organization for which he or she is employed. If you are under 18 years of age and are a user of this Website, you are bound to these Terms and Conditions to the fullest extent permitted by the law, including because the person or entity through which you obtained subscription access to the Website has agreed to these Terms and Conditions on your behalf, whether that person is a school employee or a parent.
- Other Provisions
Neither this Agreement nor any part may be assigned, sublicensed or otherwise transferred by Customer without Hoonuit’s prior written consent, except that either party may assign this Agreement: (a) to any legal entity in connection with the merger or consolidation of the assigning party into such entity or the sale or transfer of all or substantially all of the assets of the assigning party to such entity; or (b) to any direct or indirect subsidiary of the assigning party in connection with any corporate reorganization.
- This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of the parties.
- If any provision of this Agreement is found to be void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions will not be affected and any unenforceable provision shall be modified and interpreted so as to best accomplish the intent of such provision.
- Neither party shall be deemed to be liable for any provisions under this Agreement for failures in performance resulting from acts or events beyond the reasonable control of the party.
- Failure to enforce any provision of this Agreement is not a waiver of the provision or of the right to enforce the provision later.
Date Last Modified
This Privacy Notice was last modified June 26, 2017
Please contact Hoonuit with any questions or comments about these Terms and Conditions by email: Clay.Anderson@hoonuit.com