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Hats & Ladders Terms of Use 

Updated and Effective March 1, 2025

PLEASE READ THESE TERMS OF USE CAREFULLY. These Terms of Use (“Agreement”) govern your access to and use of the software, web applications, and related educational planning and counseling curricular materials and tools  (collectively, “Products”) owned and operated by Hats & Ladders, Inc. (Hats & Ladders). By accessing or using the Products, you agree to the terms of this Agreement. If you or your education institution or other organization (each an “Authorized Institution”) have entered into another agreement with Hats & Ladders concerning specific Products, then the terms of that agreement controls where it conflicts with these terms. 

YOUR REPRESENTATIONS.

You represent that you are of a legal age sufficient to enter into contracts, have read and understood this Agreement, and agree to be bound by this Agreement. You further represent that you have all rights, permissions, and authorizations necessary to upload and provide to us all data, documents, messages, notes, and other material that you upload to the Products (collectively, “User Content”).

If you have entered into this Agreement on behalf of an Authorized Institution, you represent that you have the authority to bind the Authorized Institution to this Agreement. You additionally represent that you have the right to upload all data that you provide on behalf of yourself, and where applicable, your employees, the Authorized Institution, and student or other minor users (collectively, “Users”) of the Products. 

If you do not have the necessary authority or if you do not agree to the terms and conditions within this Agreement, you may not use the Products.  

PRIVACY.

We maintain a privacy policy, available at https://hatsandladders.com/privacy-policy, which explains our personal information processing practices. We reserve the right to modify the Privacy Policy in accordance with the process articulated in the Privacy Policy.

Family Educational Rights and Privacy Act (FERPA)

If you represent an Authorized Institution that is subject to the Family Educational Rights and Privacy Act (“FERPA”), you agree that Hats & Ladders has a “legitimate educational interest” in providing the Products and hereby designate Hats & Ladders as a "school official" as the terms are used in FERPA 34 CFR Section 99.31. Hats & Ladders shall remain under the direct control of the Authorized Institution with respect to the use and maintenance of “education records.” Hats & Ladders agrees that it will only share student personal information with third parties as necessary to provide the Products as contemplated in the contract with the Authorized Institution, and shall use student personal information only as set forth under the Agreement and any separate contract with the Authorized Institution, and in compliance with applicable law.

Children’s Online Privacy Protection Act (COPPA)

Hats & Ladders operates in compliance with its obligations under the Children’s Online Privacy Protection Act (“COPPA”). In the event that an Authorized Institution allows Users under the age of 13 to submit personal information as defined in COPPA to Hats & Ladders in connection with its use of the Products, the Authorized Institution agrees that it will be responsible for obtaining verifiable parental consent prior to making the Products available to such Users. 

INTELLECTUAL PROPERTY.

You acknowledge that all rights, titles, and interest in and to the Products, and all underlying and related ideas, concepts, data, written content, procedures, processes, algorithms, principles, know-how, methods of operation, images, source code, and specifications, together with any related updates, enhancements, modifications, improvements or derivative works, in each case including all copyrights, trade names, trademarks and other intellectual property rights trademarks, service marks, logos, graphics, content, and other information or materials made available through the Products (collectively, “H&L Content”) are owned by or licensed to Hats & Ladders and are protected by copyright and other intellectual property rights, and that you have no rights to transfer or reproduce the Products or H&L Content or prepare any derivative works or disclose any confidential information regarding or with respect to the Products or H&L Content. You understand that you have no title to any portion of the Products, including H&L Content, which at all times vests exclusively with Hats & Ladders.

LICENSE.

Subject to your compliance with the terms and conditions of this Agreement, Hats & Ladders grants you a personal, revocable, non-transferable, non-sublicensable limited license to access and use the Products and H&L Content (but only those Products and H&L Content which you have been given express permission by the Authorized Institution to access and use). 

You grant Hats & Ladders a non-exclusive, perpetual, royalty-free, fully paid-up, worldwide right and license to use the User Content you provide in accordance with this Agreement and any additional agreement we may have with your Authorized Institution.

ACCESS AND ACCOUNT SECURITY.

You are responsible for using the Products in accordance with this Agreement and in compliance with all applicable laws, and for all activity that occurs under your account and your Users’ accounts. To access some of the Products, you may be asked to provide certain registration details or other information. It is a condition of your use of the Products that all the information you provide is correct, current, and complete. 

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must (i) maintain the confidentiality of that information; and (ii) notify Hats & Ladders at security@hatsandladders.com if you know of or suspect a security breach of our Products. You also acknowledge that your account is personal to you and agree not to provide any other person with access to Products or portions of them. You will not (and will not allow any third party to): (i) permit any third party to access and use the Products; (ii) decompile, disassemble, or reverse engineer the Products, except to the extent expressly authorized under the law; (iii) use the Products or any of our confidential information to develop a competing product or service; (iv) impersonate another user of the Products or provide false information to gain access to the Products; or (v) view or attempt to view records of another user.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time if, in our sole discretion, you have violated any provision of this Agreement.

RESTRICTIONS.

You may use the Products only for lawful purposes and in accordance with this Agreement. You will not, and you will not allow a third party to:

  • Intentionally or unintentionally violate any applicable local, state, national or international law or regulation.
  • Upload, post, e-mail or otherwise transmit any content that:
    •  is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, harms or attempts to harm or exploit minors, or is disrespectful, hateful, or racially, ethnically or otherwise objectionable;
    • you do not have the right to transmit under any law or under contractual or fiduciary relationships;
    • infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; or
    • contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;
  • Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Products;
  • Discuss or incite illegal activity;
  • Interfere with or disrupt the Products or servers or networks connected to the Products, or disobey any requirements, procedures, policies or regulations of networks connected to the Products; Transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
  • Impersonate or attempt to impersonate Hats & Ladders or its employees, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  • Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Products, or which, as determined by us, may harm Hats & Ladders or users of the Products, or expose them to liability.

Additionally, you agree not to:

  • Use the Products in any manner that could disable, overburden, damage, or impair the Products or interfere with any other party's use of the Products.
  • Use any robot, spider, or other automatic device, process, or means to access the Products for any purpose, including monitoring or copying any of the material on the Products.
  • Use any manual process to monitor or copy any of the material on the Products, or for any other purpose not expressly authorized in this Agreement without our prior written consent of Hats & Ladders.
  • Use any device, software, or routine that interferes with the proper working of the Products.
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Products, the servers on which the Products are stored, or any server, computer, or database connected to the Products.
  • Attack the Products via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Products.

FEEDBACK.

You may provide us with User Content that includes suggestions, comments or other feedback about our Products (“Feedback”).  Feedback is voluntary, and we may use Feedback for any purpose without obligation of any kind in connection with our business, including to enhance and improve the Products. 

LINKED SITES.

The Products may contain links allowing you to go to websites or other online services (“Linked Sites”) that are not under our control. Linked Sites may offer activities in connection with our Products, or provide Content that may be accessed through our Products. Linked Sites are provided for your convenience, and inclusion of Linked Sites in the Products does not suggest any association, sponsorship, or endorsement of those Linked Sites.  We are not responsible for the content or transmission of any linked websites or online services, or for ensuring that they are error and/or virus free. This Agreement and the Privacy Policy do not apply to Linked Sites. Linked Sites may be subject to their own terms of use and privacy policies, and we encourage you to read them. 

If you chose to register for and/or participate in an activity that you accessed through a Linked Site, you are dealing directly with the provider responsible for the Linked Site, not with Hats & Ladders. Everything related to an activity you access via a Linked Site is solely between you and the provider of the Linked Site. Hats & Ladders is not a party to such interactions, even if Hats & Ladders has received compensation related to such interactions.

COPYRIGHT INFRINGEMENT.

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers. 

TERMINATION.

Hats & Ladders may suspend or terminate your account or cease providing you with access to our Products and H&L content, without notice, for any conduct that Hats & Ladders, in its sole discretion, believes is in violation of any applicable law or the terms of this Agreement. The following sections of this Agreement shall survive termination: INTELLECTUAL PROPERTY, RESTRICTIONS, INDEMNIFICATION, DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY, and MISCELLANEOUS.

INDEMNIFICATION.

To the extent permissible by law, you agree to indemnify, defend and hold harmless Hats & Ladders and Hats & Ladders’ officers, directors, employees, agents, and representatives, from and against any and all claims, damages, expenses, judgments, fines, and amounts paid in settlement (including but not limited to reasonably attorneys’ fees and all related costs and expenses) incurred by them as a result of or in connection with any proceeding arising from your breach of this Agreement, your access, use, or inability to use  the Products, any breach of your obligations, representations, or warranties in this Agreement, or your violation of the rights of any other person.

DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PRODUCTS IS AT YOUR SOLE RISK, AND OUR PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SECURITY, QUALITY, PRODUCTIVENESS OR CAPACITY, OR THAT THE OPERATION OF THE SOFTWARE INCLUDED WITHIN THE PRODUCTS WILL BE ERROR FREE. ALL OTHER WARRANTIES RELATING TO THE PRODUCTS OR THIS AGREEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY HATS & LADDERS. HATS & LADDERS MAKES NO WARRANTY OR REPRESENTATION THAT (A) THE PRODUCTS WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE PRODUCTS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR (C) ANY ERRORS IN THE PRODUCTS WILL BE CORRECTED.

HATS & LADDERS, WE MAKE NO REPRESENTATIONS AS TO ANY THIRD PARTY LINKED SITES, THEIR WEBSITES, THEIR APPS, PRODUCTS, SERVICES, AND/OR PROMOTIONS, AND IN NO EVENT WILL HATS & LADDERS HAVE ANY LIABILITY WHATSOEVER IN CONNECTION WITH YOUR ACCESS TO OR USE OF ANY LINKED SITES OR OFFERINGS PROVIDED VIA LINKED SITES MADE AVAILABLE IN THE PRODUCTS.

IN ADDITION, WE DISCLAIM ALL RESPONSIBILITY FOR ANY INFORMATION OR OTHER CONTENT CREATED OR PROVIDED BY ANY THIRD PARTY, INCLUDING LINKED SITES AND OTHER HATS & LADDERS USERS. WE DO NOT GUARANTEE THAT SUCH CONTENT IS AVAILABLE, ACCURATE, OR SAFE. WE DO NOT VERIFY SUCH CONTENT AND IT MAY CONTAIN INACCURACIES OR FALSE INFORMATION. WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH CONTENT, INCLUDING ANY FEEDBACK, COMMENTARY, RATINGS, PHOTOGRAPHS, OR ANY OTHER INFORMATION OF ANY KIND CREATED OR TRANSMITTED BY ANY THIRD PARTY. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM YOU MIGHT HAVE (ON YOUR BEHALF OR ON BEHALF OF ANY OTHER PERSON) AGAINST HATS & LADDERS WITH RESPECT TO ALL THIRD PARTIES, THEIR CONTENT, ACTIVITIES, WEBSITES, AND APPS.

If you have concerns or questions about content that you accessed through Hats & Ladders, please email us at info@hatsandladders.com.

IN NO EVENT WILL HATS & LADDERS, ITS DEVELOPERS, OR ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF OR DAMAGE TO DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE PRODUCTS OR THE PROVISION OF SERVICES, EVEN IF HATS & LADDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HATS & LADDERS’, ITS DEVELOPERS’ OR SUPPLIERS’ ENTIRE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT EXCEED THE GREATER OF TWENTY FIVE DOLLARS ($25) OR THE AMOUNT YOU ACTUALLY PAID HATS & LADDERS IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

MISCELLANEOUS.

Force Majeure. Hats & Ladders shall not be liable for any delay or failure to perform any obligation hereunder due to causes beyond its control, including without limitation, war, riot, insurrection, civil commotion, terrorist activity, fire, industrial disputes of whatever nature, acts of nature, computer crimes, epidemics, acts or omissions of third party vendors or suppliers, equipment failures, public enemies of government, failure of telecommunications, system malfunctions, fire, or other casualty.

Waiver and Severability. Waiver by Hats & Ladders of any default or breach by you of any provision contained in this Agreement does not constitute a waiver of any subsequent default or breach of the same or any other provision of this Agreement. If any part of this Agreement shall be held invalid, illegal, in conflict with any law, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement will nevertheless remain in full force and effect.

No Third Party Beneficiaries. Neither you nor Hats & Ladders intends to confer any right or remedy on any third party.

Entire Agreement. Except where you or your Authorized Institution have entered into a specific agreement with Hats & Ladders and/or for particular Products, this Agreement and our Privacy Policy contains the entire understanding are the entire and exclusive agreement between Hats & Ladders and you regarding the subject matter of this Agreement and this Agreement supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between Hats & Ladders and you with respect to the subject matter of this Agreement.

Assignment. You may not assign this Agreement to any third party without the prior written consent of the Hats & Ladders. Any such purported assignment shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, and permitted assigns, if any. Hats & Ladders may assign its rights and obligations under this Agreement to a third party without your consent.

Controlling Law and Venue. This Agreement shall be construed and controlled by the laws of the State of New York, U.S.A., without giving effect to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not apply to this Agreement. Courts located in New York, New York shall be the exclusive forum for any litigation arising out of this Agreement. You waive any objections to venue, personal jurisdiction, or forum non conveniens.