Terms of Use and Sale

EFFECTIVE DATE: OCTOBER 1, 2018

AGREEMENT BETWEEN USER AND WOLF AND HERON LLC AND ITS SUBSIDIARIES AND AFFILIATES (COLLECTIVELY, “WOLF & HERON”)

The Wolf & Heron Website is composed of various web pages operated by Wolf & Heron. “Wolf & Heron Website” shall be defined herein to include www.wolfandheron.com and all other web pages operated or hosted exclusively by Wolf & Heron (“Services”).

The Wolf & Heron Website is offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein. Your use of the Wolf & Heron Website constitutes your agreement to all such terms, conditions and notices.

MODIFICATION OF THESE TERMS OF USE AND SALE

Wolf & Heron reserves the right to change the terms, conditions, and notices under which the Wolf & Heron Website is offered in our sole discretion, including but not limited to the changes associated with the use of the Wolf & Heron Website. Your continued use of the Wolf & Heron Website following the posting of revised Terms of Use and Sale means that you accept and agree to the changes.

Wolf & Heron reserves the right to disclose aggregated data, or information or statements we publish without attribution to any identifiable individual, or specific data or statements that you separately and specifically agree we can share with the larger public or media, without infringing upon the user's confidentiality.

LINKS TO THIRD PARTY SITES

The Wolf & Heron Website may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Wolf & Heron, and Wolf & Heron is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Wolf & Heron is not responsible for webcasting or any other form of transmission received from any Linked Site. Wolf & Heron is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Wolf & Heron of the site or any association with its operators.

HYPERLINKS TO THE WOLF & HERON WEBSITE

You may create text hyperlinks to the Wolf & Heron Website, provided such links do not, directly or indirectly, (a) portray Wolf & Heron or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner; or (b) contain any adult or illegal material, or any material that is offensive, harassing or otherwise objectionable.

PASSWORDS AND ACCOUNT SECURITY

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Wolf & Heron for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Wolf & Heron immediately at info@wolfandheron.com. You agree to not share access to the Wolf & Heron Website.

TERMS OF SALE

Please read these Terms of Sale carefully as they form the basis of your contract with Wolf & Heron. This agreement is made at the time of ordering products or services from Wolf & Heron and becomes legally binding upon your first payment for the products or services. By purchasing products and services from Wolf & Heron, you signify you have read and accepted these Terms of Sale. Furthermore, once payment for the products or services is received by Wolf & Heron from you, your order is non-cancelable by you.

(a) Ordering and Product/Services Policies

You must be 18 years of age or over and possess the legal capacity and authority to purchase products or services from Wolf & Heron. You may not purchase Wolf & Heron products or services for any illegal or unauthorized purpose. Wolf & Heron reserves the right to refuse service to anyone for any reason at any time.

Wolf & Heron may, in its sole discretion, limit or cancel quantities purchased per person, per entity or per order, which may be due to limitations on availability of products or services, or other legitimate reasons. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that Wolf & Heron makes a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

Wolf & Heron reserves the right to discontinue the offering or sale of any product or service at any time. Any offer for purchase of any product or service made to Wolf & Heron on the Wolf & Heron Website is void where prohibited.

Prices for Wolf & Heron products and services are subject to change without notice, in the sole discretion of Wolf & Heron.

Wolf & Heron is not liable to you or to any third-party for any modification, price change, suspension or discontinuance of a product or service.

(b) Payment and Credit Card Services

You agree to provide current, complete and accurate purchase and account information to Wolf & Heron for all purchases made at the Wolf & Heron Website. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that Wolf & Heron can complete your transactions and contact you as needed. Credit card information is processed for Wolf & Heron via third-party processing companies, and encrypted during transfer over networks.

All products and services sold or licensed by Wolf & Heron are nonrefundable.

(d) Proprietary Rights and IP Licenses; Publicity & Photo Releases

The products and services you purchase from Wolf & Heron, whether sold through the Wolf & Heron Website or other sales channel, comprise the intellectual property of Wolf & Heron (the “WHIP”). Wolf & Heron owns all right, title and interest to the WHIP, and your purchase of a product or service from Wolf & Heron grants you a limited, fully-paid, non-transferable, non-exclusive license to use one (1) licensed instance of the WHIP for the purposes intended by Wolf & Heron with respect to its product and services offerings. Your failure to pay any sums due for any Wolf & Heron product or service, or your making of any unauthorized copy of any Wolf & Heron product or service, automatically terminates this license. By purchasing any Wolf & Heron product or service, you hereby assign all right, title and interest in any ideas, inventions or improvements you may conceive of which are related to or derived from the WHIP to Wolf & Heron.

Additionally, Wolf & Heron occasionally uses the likenesses and comments of those who use its products and services to help advertise or market such products or services. Where appropriate, Wolf & Heron shall request from such product/services users written permission to use such likenesses or comments.

USE OF COMMUNICATION SERVICES

The Wolf & Heron Website may contain services, such as blog posting or other facilities (collectively, “Communication Services”) designed to enable you to communicate with an individual, the public at large or with a group. You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. To use the Communication Services you represent and warrant that you are at least of 18 years of age.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Advertise or offer to sell or buy any goods or services for any business purpose;
Conduct or forward surveys, contests, pyramid schemes or chain letters;
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information;
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;
Interfere with or disrupt the integrity or performance of the Communication Services, any portion or contents thereof, or related systems or networks;
Violate any applicable laws or regulations.

Wolf & Heron has no obligation to monitor the Communication Services. Wolf & Heron cannot verify the accuracy of statements that users make or place on or through the Communication Services and does not guarantee that any materials uploaded by users have been submitted with the permission of the copyright or proprietary owner or are otherwise in compliance with these Terms Of Use and Sale.

Always use caution when giving out any personally identifying information about yourself in any Communication Service. Wolf & Heron does not control or endorse the content, messages or information found in any Communication Service and, therefore, Wolf & Heron specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Wolf & Heron Website, you warrant to Wolf & Heron that you will not use the Wolf & Heron Website for any purpose that is unlawful or prohibited by these terms, conditions and notices. Specifically, You are not allowed to (directly or indirectly): (a) resell or otherwise make commercial use of the Wolf & Heron Website or its contents; (b) collect or use any images, descriptions, or other content included in the Wolf & Heron Website contents, or any portion thereof; (c) copy, imitate, distribute, publicly perform, or publicly display any Wolf & Heron Website contents; (d) modify or otherwise make any derivative uses of the Wolf & Heron Website or its contents, or any portion thereof; (e) use data mining, robots or similar data gathering or extraction methods on the Wolf & Heron Website; (f) perform, or release or disclose the results of, any benchmark testing or vulnerability assessments of the Wolf & Heron Website; (g) introduce into the Wolf & Heron Website any viruses, trojan horses, malware, spyware, adware or other disruptive software, or any software code, which is designed to disrupt, damage, or perform unauthorized actions on a computer system; (h) remove or alter any proprietary notices or labels on or in the Wolf & Heron Website; (i) use the Wolf & Heron Website to directly or indirectly develop any product or service that competes with the Wolf & Heron Website; (j) download (other than page caching) any portion of the Wolf & Heron Website or its contents or any information contained therein, except as expressly permitted on the Wolf & Heron Website; or (k) use the Wolf & Heron Website or its contents other than for their intended purpose.

You may not use the Wolf & Heron Website in any manner, which could damage, disable, overburden, or impair the Wolf & Heron Website or interfere with any other party's use and enjoyment of the Wolf & Heron Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Wolf & Heron Website, including, but not limited to, data mining, robots, or similar data gathering and extraction tools.

MATERIALS PROVIDED TO WOLF & HERON OR POSTED TO ANY WOLF & HERON WEBSITE

Wolf & Heron does not claim ownership of the materials you provide to Wolf & Heron (including feedback and suggestions) or post, upload, input or submit to any Wolf & Heron Website (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Wolf & Heron and necessary sub-licensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; none of which will reveal your name in connection with your Submission unless you, the individual user, agree to permit such in a separate agreement with Wolf & Heron.

No compensation will be paid with respect to the use of your Submission, as provided herein. Wolf & Heron is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Wolf & Heron’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

TERMINATION/ACCESS RESTRICTION

Wolf & Heron reserves the right, in its sole discretion, to edit, refuse to post, or remove any information or materials, in whole or in part, or to terminate your access to the Wolf & Heron Website and the related services or any portion thereof at any time, without notice.

COPYRIGHT

TRADEMARKS

All Wolf & Heron trademarks are strictly owned by Wolf & Heron, and nothing in these terms can be construed to transfer ownership rights or grant any permission, license or other rights to any Wolf & Heron trademark without written authorization from Wolf & Heron.

The names of actual companies and products mentioned within the Wolf & Heron Website may be the trademarks of their respective owners.

Any rights not expressly granted herein are reserved.

INTERNATIONAL USERS

Wolf & Heron makes no claims regarding access or use of the Website or Wolf & Heron content outside of the United States. If you use or access the Website or Wolf & Heron content outside of the United States, you are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms of Use and Sale.

PRIVACY AND PERSONAL INFORMATION

For information about Wolf & Heron data protection practices, please read Wolf & Heron’s Privacy Policy. This policy explains how Wolf & Heron treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with Wolf & Heron’s Privacy Policy.

LIABILITY DISCLAIMER

The information, software, products, and services included in or available through the Wolf & Heron website may include inaccuracies or typographical errors. Changers are periodically added t the information herein. Wolf & Heron may make improvements and/or changes to the Wolf & Heron website at any time.

Wolf & Heron makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on or offered for purchase through the Wolf & heron website for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided or offered “as is” without warranty or condition of any kind. Wolf & Heron hereby disclaims all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by applicable law, in no event shall Wolf & Heron be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the use or performance of the Wolf & Heron website, with the delay or inability to use the Wolf & Heron website or related services, the provision of or failure to provide products or services offered for purchase through the Wolf & Heron website, or for any information, software, products, services and related graphics obtained through the Wolf & Heron website, or otherwise arising out of the use of the Wolf & heron website, whether based on contract, tort, negligence, strict liability or otherwise, even if Wolf & Heron has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Wolf & Heron website, or with any of these terms of use, your sold and exclusive remedy is to discontinue using the Wolf & Heron website.

INDEMNIFICATION

Except as prohibited by law, you will hold Wolf & Heron and its officers, directors, employees and agents harmless for any indirect, punitive, special, incidental or consequential damage, however it arises (including attorneys' fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence or other tortious action, or arising out of or in connection with these Terms Of Use and Sale, including without limitation any claim for personal injury or property damage, arising from (i) your use of and access to the Services; (ii) your violation of any of these Terms Of Use and Sale; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Submission(s) caused damage to a third party. This defense and indemnification obligation will survive these Terms Of Use and Sale and your use of the Services.

PERPETUITY RIGHTS

When these Terms Of Use and Sale come to an end, all of the legal rights, obligations and liabilities that you and Wolf & Heron have benefited from, been subject to (or which have accrued over time whilst the Terms Of Use and Sale have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this agreement shall continue to apply to such rights, obligations and liabilities indefinitely.

GENERAL LEGAL TERMS

The Terms Of Use and Sale constitute the whole legal agreement between you and Wolf & Heron and govern your use of the Services (but excluding any services which Wolf & Heron may provide to you under a separate written agreement), and completely replace any prior agreements between you and Wolf & Heron in relation to the Services.

You acknowledge and agree that the form and nature of the Services, which Wolf & Heron provides, may change from time to time with or without prior notice to you.

As part of Wolf & Heron’s continuing innovation, you acknowledge and agree that Wolf & Heron may stop (permanently or temporarily) providing the Services to you or to users generally at Wolf & Heron’s sole discretion, without prior notice to you. You may stop using the Services at any time.

Unless you have been specifically permitted to do so in a separate agreement with Wolf & Heron, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. You agree that you are solely responsible for (and that Wolf & Heron has no responsibility to you or to any third party for) any breach of your obligations under the Terms Of Use and Sale and for the consequences (including any loss or damage which Wolf & Heron may suffer) of any such breach.

You acknowledge and agree that while Wolf & Heron may not currently have set a fixed limit on the number of transmissions you may send, receive or store/manage through the Services, such fixed limits may be set by Wolf & Heron at any time, at Wolf & Heron’s discretion.

You agree that if Wolf & Heron does not exercise or enforce any legal right or remedy which is contained in the Terms Of Use and Sale (or which Wolf & Heron has the benefit of under any applicable law), this will not be taken to be a formal waiver of Wolf & Heron’s rights and that those rights or remedies will still be available to Wolf & Heron.

If any disagreement or dispute arises regarding these Terms Of Use and Sale or any rights or obligations conveyed hereunder, the disagreement shall be resolved, whenever possible, by meeting and conferring. If such efforts are unsuccessful, either you or Wolf & Heron (collectively “Parties” or individually “Party”) shall seek a resolution via binding arbitration, to be conducted in the State of Colorado and in accordance with the then-prevailing rules of the American Arbitration Association. Any award conferred shall be enforceable in any court of suitable jurisdiction in the State of [Colorado]. The arbitration requirement does not apply to requests for injunctive relief.

These Terms Of Use and Sale, and your relationship with Wolf & Heron under the Terms Of Use and Sale, shall be governed by the laws of the State of Colorado, USA, without regard to conflict of laws provisions. You and Wolf & Heron agree to submit to the exclusive jurisdiction of the courts located within the State of Colorado to resolve any legal matter arising from these Terms Of Use and Sale. Notwithstanding this, you agree that Wolf & Heron shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms Of Use and Sale is invalid, then that provision will be removed from the Terms Of Use and Sale without affecting the rest of the Terms Of Use and Sale, which will remain in full force and effect.