Last Updated: January 23, 2023
Welcome to Patch High School News! Patch High School News (“Patch HSN”) is a project of hyperlocal news pioneer patch.com, owned and operated by Planck, LLC d/b/a Patch Media. Our mission is to support local schools and the next generation of news reporters by providing easy-to-use website templates, hosting and related services for high school websites. Please read the Terms carefully before accessing or using the Services, and contact us if you have any questions.
These Patch HSN Terms of Service (the “Terms”) govern access to and use of the products and services provided by Patch HSN to high schools using the Patch HSN services (collectively, the “Services”). The Services are currently available to high schools – that is, schools starting at 9th or 10th grade – only, and only for websites directly affiliated with such schools that are approved and managed by appropriate personnel of such high schools. The Terms include important information about your rights and responsibilities, as well as warranties and disclaimers, limitations of liability and a mandatory arbitration provision. By accessing or using the Services you agree to all of these Terms and to all of the policies, rules and procedures referenced in these Terms or provided by Patch HSN from time to time through the Services. You understand that Patch HSN may update or modify the Services and/or Terms from time-to-time as provided in these Terms. If you do not agree to all of these Terms you may not access or use the Services.
In these Terms, “you” means any person, and any school, entity, agency or organization (each, a “School”) accessing or using the Services. If you are using the Services for or on behalf of a School, you agree to these Terms on behalf of that School, and you represent and warrant that you have the authority to do so and are at least 18 years old, and that if you and/or the School violates these Terms then you and the School will be responsible for that violation.
GETTING STARTED
In order to use the Services, you will need to complete the Patch HSN onboarding form, and then set up your administrative account (“Admin Account”) and your website (your “Site”). Each School that uses the Services, and each website published by a School that uses the Services, must have a separate Admin Account. Once you have set up an Admin Account, be sure to go to your Dashboard and provide information about your Designated Recipient, as defined below, so that we know where to send checks if payment is due. You can also provide more details about your Site and how you want to use the Services through the Dashboard.
The Admin, as defined below, will be the “point of contact” for your Site, and must have authority to make decisions regarding the Services and the Site. Be sure to promptly update through your Dashboard if there is any change in the Admin. You agree that any authorization or consent provided through the Admin Account will be deemed to be authorization or consent by the authorized representative of your School.
You agree to provide complete and accurate information in the onboarding form and any other instance in which you provide information to Patch HSN, and to update your information as needed. Among other things, we need your current Admin information so that we can communicate with you regarding payment and provide important notices such as legal inquiries or complaints. Be sure to update your Designated Recipient information with any changes, so that payment goes to the correct recipient at the correct address.
In order to use the Services, your Site will need to use the Patch HSN website template (you are able to make a few tweaks and changes, though, such as adding your logo and choosing a color scheme) and will need to be hosted by Patch HSN.
You have the option to use a Patch HSN subdomain, e.g. [yourschoolname].highschool.news, for your Site. Any such Patch HSN subdomain must be used solely for your Site, and not for the purpose of “domain squatting” or for selling or providing access to such subdomain to any third party(ies). You may also use a domain you have registered, but you will need to point it to your Site on Patch HSN, and you will be solely responsible for maintaining and renewing the domain registration, at your own expense.
You agree to cooperate with Patch HSN with respect to requirements of any third party(ies) necessary to onboard your Site and implement and/or continue providing the Services.
Patch HSN will provide reasonable support via email with your Admin during regular business hours with respect to the Services.
The Services may only be used for high school websites that are directed at users in the United States. By setting up an Admin Account, you represent and warrant that your Site is associated with a high school and that you will use the Services only for website(s) directed at users in the United States.
You are responsible for maintaining the security of your Admin Account and each Contributor Account (as defined below), so don’t share your password(s) and make sure that your Contributors (as defined below) don’t share their own passwords! Let us know right away if you believe there is any unauthorized access to or use of your Admin Account, any Contributor Account(s) and/or Site, or any other security breach. You are solely responsible and liable for all activity under your Admin Account, any and all Contributor Accounts, and on your Site. Patch HSN has no liability for any of your acts or omissions or the acts or omissions of anyone else, including, without limitation, any Contributors, in connection with your Admin Account, Contributor Account(s) or Site, or for any damages you or any third party(ies) may incur as a result of your or anyone else’s acts or omissions. If Patch HSN believes your Admin Account, any Contributor Account(s) and/or Site has been compromised or for any other reason, in Patch HSN’s discretion, we may suspend or disable access – but it’s not our responsibility or obligation to do so.
Patch HSN may, in our discretion, back-up some or all of your Site content and data, but it is your sole responsibility to ensure that you save, on a regular basis, all content and data published on and/or related to your Site. Patch HSN will have no liability whatsoever for lost, deleted or corrupted content or data.
See the Patch HSN Privacy Policy for more information about how we use and disclose data, including personal data, you provide to Patch HSN. See the Patch HSN Data Processing Agreement (“DPA”) for information about how Patch HSN Processes any Personal Data (as each term is defined in the DPA) collected by Patch HSN in connection with the Services and your Site.
ADMIN ACCOUNT AND CONTRIBUTOR ACCOUNTS
Content posted to your Site will be published through your Admin Account after submission by a Contributor through his or her Contributor Account. The Admin Account should be controlled by a teacher or other authorized adult (the “Admin”). You are solely responsible for ensuring that only your authorized Admin has access to the Admin Account, and you are solely responsible and liable for any and all activity occurring through or in connection with your Admin Account and/or any Contributor Account(s).
You may set up multiple contributor accounts (each, a “Contributor Account”) through which students and other approved contributors to your Site (each, a “Contributor”) may submit content for posting through the Admin Account. Each Contributor Account is subject to approval by your Admin. Content submitted by a Contributor that is posted to the Site may include a by-line specified for the applicable Contributor Account and, if submitted, a photograph of the Contributor. You represent and warrant that you have obtained permission and all authorizations required by applicable Laws, as defined below, to include any name, photograph and other personal information included in any such by-line.
ADVERTISING
Advertisers are able to purchase, advertisements for publication on your Site (collectively, “Advertisements”) through the Patch HSN platform and Services. Advertisements are served to your Site through the Services. Payment for Advertisements is also managed through the Services, using Stripe or another payment processor(s) selected by Patch HSN (each, a “Payment Processor”).
You agree that any and all Advertisements will be submitted solely through the Patch HSN ad-builder (the “Ad-Builder”) and will be subject to the Patch HSN Featured Business Terms and Conditions, and that Patch HSN will have the exclusive right to collect revenues for all Advertisements. You also agree to direct any potential advertisers for your Site to the Patch HSN ad-builder, and agree that Patch HSN will also have the right, but not the obligation, to solicit Advertisers for your Site and to market your Site to potential Advertisers.
Patch HSN will set default fees for Advertisements and may modify such default fees from time-to-time in Patch HSN’s discretion. You will be able to modify such default fees for Advertisements on your Site in general or for a specific advertiser(s) through your Dashboard. Any modification of fees by you will apply on a prospective basis, to new Advertisement subscriptions after such modification, and to any existing Advertisements subscriptions on the first day of the Advertiser’s next billing cycle that is at least thirty (30) days after the date you make such modification through your Dashboard.
DONATIONS
You will also be able to request donations (“Donations”) from users (“Donors”) for your School on your Site. Payment for Donations is managed through the Services, using Stripe or another Payment Processor selected by Patch HSN. You agree that Patch HSN will have the exclusive right to collect revenues for any and all Donations submitted through the Services.
NET APPLICABLE REVENUE
No out-of-pocket payment is required to use the Services. Unless otherwise specifically agreed in writing, Patch HSN will retain a fee (the “Patch HSN Fee”) of fifty percent (50%) of Applicable Revenue, as defined below, in return for the Services.
Provided that you are not in material breach of any obligation or warranty to Patch HSN, Patch HSN will pay the recipient you have designated when you onboard or update through your Dashboard (the “Designated Recipient”) Net Applicable Revenue, as defined below, within thirty (30) days of the last day of each calendar quarter, for Applicable Revenue actually received by Patch HSN during such calendar quarter. You must provide, or ensure that the applicable Designated Recipient provides, any required tax and other document(s) requested by Patch HSN before any payment is issued. You may change your Designated Recipient from time-to-time, but you may not have more than one (1) Designated Recipient at any time. Unless otherwise specifically agreed by Patch HSN in writing, any change to your Designated Recipient will be effective with respect to Applicable Revenue received starting on the first day of the next payment period. For purposes of these Terms (a) “Applicable Revenue” means amounts payable with respect to Advertisements and Donations; and (b) “Net Applicable Revenue” means Applicable Revenue less (i) the Patch HSN Fee; (ii) payment processing fees; and (iii) cumulative refunds, credits, bad debt, charge-backs, deductions and reversals with respect to Applicable Revenue. You are solely responsible for ensuring that the Designated Recipient is authorized to receive Net Applicable Revenue and for ensuring that payment of Net Applicable Revenue to the Designated Recipient complies with all applicable Laws.
All payments will be in US dollars and will be paid by check mailed to the address you have provided for the Designated Recipient. You are solely responsible for all taxes (including, without limitation, excise, sales, use, consumption, value-added and withholding taxes), customs or import duties, or any other levies, tariffs, duties or governmental fees (“Taxes”) due or payable in connection with Applicable Revenue, with the exception of taxes on Patch HSN’s own income, and you agree that Patch HSN will have the right to reduce the amount of any payment by the amount of any such taxes Patch HSN is required to pay. Patch HSN will also have the right, but not the obligation, to reduce any payment to you by any amount payable by you to Patch HSN. Patch HSN will use reasonable efforts to collect Applicable Revenue, but will have no obligation to pay Net Applicable Revenue or any other amount to you and/or any Designated Recipient(s) with respect to any Applicable Revenue that is not received by Patch HSN for any reason.
You are solely responsible for any amounts payable to third party(ies) including, without limitation, your sales representatives or other employees or contractors, with respect to Net Applicable Revenue and/or any other amount paid or payable to you and/or any Designated Recipient(s) in connection with the Services and/or Patch HSN. Patch HSN will have no responsibility or liability for any amounts paid or not paid to any Designated Recipient(s) and/or any third party(ies) as a result of allocations or directions made through your Dashboard.
You must provide Patch HSN with written notice specifying the good faith reasonable basis for dispute of any payment of Net Applicable Revenue within thirty (30) days of the date of such payment, or the payment and applicable Net Applicable Revenue will be deemed final and accepted.
You acknowledge and agree that (a) Patch HSN provides no guarantee with respect to any amount or volume of Advertisements, Donations and/or amount of revenue paid or earned; and (b) Patch HSN is not responsible for any acts or omissions of any Payment Processor and/or any advertiser, agency, or other media buyer (“Advertisers”).
YOUR CONTENT
Except for Licensed Content, as defined below, as between you and Patch HSN any content - that includes text, photos, images, audio, video and any other materials in any format and all personal information, such as Contributor names and photographs - uploaded to or otherwise published on your Site, by you or by your Contributors or any other third party(ies) (“Your Content”) is owned by you, subject to the rights granted to Patch HSN under these Terms. You are solely responsible for any and all content posted to your Site, whether by you or by any Contributor or other person posting through your Admin Account and/or any Contributor Account, and for ensuring that you have the right to publish and otherwise use any and all of Your Content on your Site. This includes, without limitation, any photographs or images obtained via any third-party website(s) or licensor(s), including any such website(s) linked or referenced by Patch HSN.
You grant Patch HSN (and any third-party hosting and other providers used by Patch HSN to provide the Services) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, reproduce, adapt, distribute, publish, publicly display and publicly perform Your Content, and your Site name(s), trademarks, service marks, domains, subdomains and logos used on your Site (collectively “Your Marks”) for the purpose of providing and improving the Services and promoting and protecting the Services and your Site. The rights granted to Patch HSN in Your Content and Your Marks are subject to any rights you may have under applicable data protection laws. Upon written request from you, Patch HSN will use reasonable efforts to remove from public view any of Your Content that you remove from your Site; however, you acknowledge that cached copies or versions of Your Content, or references to Your Content, may not be immediately removed. Patch HSN will have the right, but not the obligation, to review Your Content at any time, and to remove any or all of Your Content that Patch HSN deems to violate these Terms or for any other reason, in Patch HSN’s sole discretion.
You agree that Patch HSN may use a third-party service(s) to track and measure audience and usage of your Site and of Advertisements on your Site.
You agree that Patch HSN may, but will have no obligation to, include an attribution, which may consist of text, a logo and/or a link, in your Site footer or elsewhere on your Site, indicating that the Site is powered by Patch HSN or otherwise crediting Patch HSN, and you agree not to alter, remove or obscure any such attribution without Patch HSN’s prior written consent.
YOUR DATA
Patch HSN agrees to comply with applicable data privacy laws with respect to personal information and other applicable data in Patch HSN’s possession.
You may request that Patch HSN delete personal information or other data in Patch HSN’s possession that is related to a student(s) at your School by sending an email to highschoolnews@patch.com identifying the data you wish to delete. Notwithstanding the foregoing, Patch HSN will have no obligation to delete any data that (a) is prohibited from deletion or otherwise required to be retained under applicable Laws, as defined below; or (b) is stored automatically as part of electronic back-up procedures and cannot be accessed or used in the ordinary course of business.
A student, or parent or legal guardian of a student, may review personal information related to the student and correct or update any erroneous information in such student date by sending an email to highschoolnews@patch.com. Patch HSN may request documentation confirming that the request is submitted by the applicable student or such student’s parent or legal guardian.
YOUR RESPONSIBILITIES
Your responsibilities below are in addition to, and not in limitation of, your other responsibilities under these Terms and under applicable Laws.
You are solely responsible for Your Content and for any harm resulting from Your Content. Do not upload, publish or use any content or data on your Site unless you are sure you have the right to do so. You agree that Your Content, Your Marks and your operation of your Site will comply at all times with the Patch HSN Acceptable Use Policy, which is incorporated herein by reference.
You are also solely responsible for visitors to your Site (collectively, “Your End-Users”), including providing support for Your End-Users, and for ensuring that you and your Site comply with any and all laws, statutes, rules, regulations and orders (collectively, “Laws”) applicable to you, your Site and/or Your End-Users. You understand that Patch HSN does not provide any legal advice with respect to your Sites or Your End-Users and is not responsible for ensuring that you and/or your Site comply with applicable Laws.
You agree not to rent, lease, loan, sell or resell the Services or any Patch HSN Technology, as defined below, without Patch HSN’s prior written consent.
The Services may include links to third-party websites. Such links do not mean that Patch HSN endorses or is affiliated with any such third-party websites. If you access any third-party website, you do so at your own risk. You understand that Patch HSN does not control, and is not liable for, any third-party website(s) or any act or failure to act of any owner(s), operator(s) or user(s) of any third-party website.
If you are a visitor to a website that uses Patch HSN’s Services or that is linked in the Services, you understand that Patch HSN does not review, and is not responsible for, the content (such as text, photos, video and other materials) published on or made available by such websites or by other websites that link to or are linked from any such website or the Services. Patch HSN does not endorse any such content, or warrant that such content is accurate, useful or not harmful. You acknowledge that such content may be offensive, indecent or otherwise objectionable; may include inaccuracies, mistakes or errors; and/or may violate or infringe copyright, trademark, patent, trade secret, publicity or other proprietary right(s) or rights of privacy (collectively, “IP Rights”).
PATCH HIGH SCHOOL NEWS’ RIGHTS
In addition to, and without limitation of, Patch HSN’s other rights, you grant Patch HSN (a) the exclusive right to collect amounts payable for Advertisements and Donations; and (b) the right to place Patch HSN Technology on the Site in connection with the Services and the Advertisements and the Donations.
Patch HSN reserves the right, in its sole discretion and without liability or notice to you (except as required under applicable Law) to (a) update or modify the Services and/or suspend or discontinue all or portions of the Services from time-to-time; and (b) suspend, terminate or disable your access to or use of the Services or portions of the Services, or to your Admin Account, Contributor Account(s), Site and/or Your Content.
If there is a dispute regarding ownership or control of an Admin Account, Contributor Account and/or Site, Patch HSN reserves the right, in its sole discretion and without notice or liability to you or any other person or entity, to determine the rightful owner thereof and to transfer control of the Site, Admin Account and/or Contributor Account to such owner or, in Patch HSN’s discretion, to suspend the Admin Account, Contributor Account and/or Site until the applicable parties reach a resolution.
PATCH HIGH SCHOOL NEWS’ IP
As between you and Patch HSN, the Services, any and all templates, products, software and applications (collectively, “Patch HSN Technology”) provided as part of the Services or used by Patch HSN in providing the Services, and PATCH HIGH SCHOOL NEWS and other Patch HSN trademarks, service marks and logos (“Patch HSN Marks”) are owned solely by Patch HSN, and Patch HSN retains all IP Rights and other rights in the Services, Patch HSN Technology and Patch HSN Marks (collectively, the “Patch HSN IP”) except for the limited rights specifically granted to you under these Terms. Other trademarks, service marks and logos used in connection with the Services may belong to third parties, and such third parties retain all rights in such trademarks, service marks and logos. Patch HSN agrees that you may use Patch HSN IP on a limited, non-exclusive basis solely as necessary for your authorized use of the Services as permitted and intended under these Terms,
You agree not to, and not to enable others to, download, copy, modify, edit, reverse-engineer or decompile, create derivatives of or obtain or attempt to obtain the source code for any Patch HSN IP. You further agree that, notwithstanding anything else herein (a) you will not use any Patch HSN IP and/or Licensed Content to compete with the Services or any other product or service offered by Patch HSN; and (b) you will not use, register or attempt to register any trademark, service mark, domain name or social media handle that incorporates or is confusingly similar to any Patch HSN Mark(s) or any trademark or trade name of Patch HSN’s parent or affiliate(s).
You agree that Patch HSN will have the right to use any feedback, ideas, or suggestions (collectively, “Feedback”) you may provide with respect to the Services or otherwise, and hereby grant Patch HSN an irrevocable, perpetual, royalty-free, worldwide right, but not the obligation, to use such Feedback.
LICENSED CONTENT
As part of the Services, you may be able to use content or other materials, e.g. weather reports, that Patch HSN has licensed from third parties for use as part of the Services (collectively, “Licensed Content”). Licensed Content includes, without limitation, fonts, typefaces and related software and designs that Patch HSN has licensed from third parties for use in connection with the Services (“Licensed Fonts”). Licensed Content does not include any content, e.g. photographs or images, you may obtain from third party website(s) linked or referenced in the Services. All Licensed Content is part of the Patch HSN Services. You understand that Patch HSN may change, terminate, disable or discontinue providing any or all of the Licensed Content from time-to-time. You acknowledge that Licensed Content is not sold or distributed to you, and that you may use Licensed Content on a limited, non-exclusive basis solely in connection with your authorized use of the Services as permitted and intended under these Terms, and that your right to use Licensed Content may be further limited by the rights Patch HSN has obtained from the applicable third party licensor. You agree not to, and not to enable others to, download, copy, modify, edit, reverse-engineer or decompile, create derivatives of or obtain or attempt to obtain the source code for any Licensed Content.
DMCA
Patch HSN does not, and is under no obligation to, review or scan content available on or in connection with the Services, including websites hosted by Patch HSN. Patch HSN respects the copyright and other IP rights of others, and we expect that anyone using the Services will also respect such rights. It is Patch HSN’s policy to terminate the Admin Account and Site, and related Contributor Accounts, of anyone we deem to be a repeat infringer. Patch HSN also reserves the right, in our sole discretion, to terminate any Admin Account and/or Site, and related Contributor Accounts, for actual or apparent infringement.
To submit a notice alleging copyright infringement, please provide the following information:
The notice should be provided by email to copyright@patch.com, or by mail to Copyright Agent, Patch High School News, 134 W 29th Street, 11th Floor, New York, NY 10001. Any information provided in a notice alleging infringement may be provided to the person or entity who posted the applicable content.
WARRANTIES AND DISCLAIMER
You represent and warrant that (a) you have full power and authority to enter into and agree to these Terms and to perform all of your obligations under these Terms; (b) these Terms are a valid and binding agreement enforceable against you in accordance with its terms; (c) you own all rights in Your Content and Your Marks, or have obtained and will maintain any and all rights and permissions necessary to use, reproduce, adapt, distribute, publish, publicly display, publicly perform, transfer and license Your Content and Your Marks as provided in these Terms; (d) use of Your Content and Your Marks as provided in these Terms does not and will not infringe any IP Rights; (e) you are authorized to provide to Patch HSN for use in connection with the Services any and all names, photographs, email addresses and other personal information you have uploaded or that are otherwise uploaded or provided through or in connection with the Services; (f) your use of the Services will not overburden or interfere with the Services or Patch HSN’s system, software, hardware or technology, as determined by Patch HSN in its discretion, or interfere with or disrupt any third party platform, service or network; and (g) your use of the Services and operation of your Site does, and at all times will, comply with any and all Laws applicable to you, your Site, your Contributors and/or Your End-Users, including, without limitation, all Laws regarding online conduct and content, privacy, and data protection laws, and with the Acceptable Use Policy.
THE SERVICES AND PATCH HSN TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PATCH HSN AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR UNDERTAKINGS REGARDING THE SERVICES OR ANY OTHER PRODUCTS OR SERVICES OR ANY PERFORMANCE OR NON-PERFORMANCE HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, TITLE OR NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. PATCH HSN DOES NOT WARRANT THAT THE SERVICES OR PATCH HSN TECHNOLOGY WILL BE ERROR FREE OR WITHOUT INTERRUPTION, OR WILL MEET YOUR REQUIREMENTS OR BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ERRORS OR FAILURES WILL BE CORRECTED. YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION OF THE SERVICES TO MEET YOUR BUSINESS REQUIREMENTS AND SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES. NO COMMUNICATION OR ADVICE, VERBAL OR WRITTEN, PROVIDED BY OR ON BEHALF OF PATCH HSN WILL CREATE ANY WARRANTY OF ANY KIND. SOME JURISDICTIONS MAY NOT PERMIT THE ABOVE DISCLAIMERS, SO SOME OR ALL OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. NEVERTHELESS, THE DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
You may, at Patch HSN’s invitation, elect to use beta or pre-release features or components of the Services (“Beta Services”). Beta Services may be subject to additional terms, and notwithstanding anything else in these Terms or any such additional terms, Patch HSN will have no liability arising out of or resulting from your use of the Beta Services. Any use of the Beta Services is at your sole discretion and sole and entire risk.
PRIVACY; DATA USE
By accessing or using the Services, you confirm that you have read and understood the Patch HSN Privacy Policy and Patch HSN DPA, each of which is incorporated in these Terms by reference.
You understand that you are solely responsible for complying with all Laws, including, without limitation, laws with respect to data protection, data security and privacy and notice and consent requirements of such Laws, with respect to your use of the Services and operation of your Site. This includes collection and processing of personal information, as defined by such Laws. You agree that Patch HSN will have the right, but not the obligation, to track data such as impressions, page views and clicks for your Site, and you understand and agree that you will have no right to place or implement, or to allow any third party(ies) to place or implement, any cookies, tags or similar technology on your Site. You agree to post on your Site, and to ensure that you and your Site comply at all times with, a privacy policy (“Your Privacy Policy”) that complies with all applicable Laws and is consistent with the Patch HSN Privacy Policy; and to comply, and ensure that your Site complies, Your Privacy Policy and the Patch HSN Privacy Policy, and with any and all applicable data protection and privacy Laws and industry self-regulatory rules, codes and guidelines.
You agree not to use the Services for or in connection with any website that is directed at children under the age of 13 as contemplated by the Children’s Online Privacy Protection Law, as amended (“COPPA”).
INDEMNITY
You agree to defend, indemnify and hold harmless, to the fullest extent permitted under applicable Law, Patch HSN and its parent and affiliates, and each of their respective officers, directors, members, shareholders, employees, agents, licensors, licensees, successors and assigns from and against any and all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to (a) your breach or alleged breach of these Terms or of any obligation or warranty to Patch HSN or any third party(ies); (b) Your Content, Your Marks and/or Site; (c) claims by, on behalf of or against any Advertiser(s), Donor(s), Contributor(s), Designated Recipient(s) and/or Your End-Users; (d) any act or failure to act of you, any Contributor(s) and any of your employees or contractors; and/or (e) any dispute between you and/or any Contributor(s) and any third party(ies), including, without limitation any Advertiser(s), Donor(s) and/or Designated Recipient(s) with respect to the Site, Your Content, Advertisements, Donation(s) and/or allocation of any amounts paid or payable by Patch HSN. The above indemnity obligations will not apply to the extent that any Loss is directly caused by Patch HSN’s breach of these Terms. You agree not to settle any indemnified claim without the prior written consent of Patch HSN, such consent not to be unreasonably withheld, conditioned or delayed. Patch HSN will have the right, but not the obligation, to participate in defense of any indemnified claim with counsel of Patch HSN’s choosing, at Patch HSN’s own expense. If Patch HSN determines that you are failing to adequately defend any indemnified claim, Patch HSN will have the right, but not the obligation, to assume defense of such claim upon written notice to you, with counsel selected by Patch HSN and at your sole cost and expense, and you will pay all legal fees and costs incurred by Patch HSN in connection with such defense as payment comes due, in addition to and not in limitation of your other obligations.
LIMITATION OF LIABILITY
IN NO EVENT WILL PATCH HSN, ITS PARENT AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY(IES) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN RELATION TO THESE TERMS, THE SERVICES AND/OR THE PATCH HSN TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY IN THESE TERMS IF DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL PATCH HSN’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES AND/OR THE PATCH HSN TECHNOLOGY, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID OR PAYABLE TO YOU UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO A CLAIM. IN ADDITION TO, AND WITHOUT LIMITATION OF, THE FOREGOING, PATCH HSN WILL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY MATTER BEYOND ITS REASONABLE CONTROL AND/OR FOR ANY ACTS OR OMISSIONS OF PAYMENT PROCESSOR(S), DONOR(S) AND/OR ADVERTISER(S).
TERM AND TERMINATION
These Terms and your right to access and use the Services will remain in effect until terminated by you or by Patch HSN. You may terminate these Terms and the Services at any time by providing written notice to Patch HSN. Patch HSN may also terminate the Terms and these Services at any time by providing written notice to you or through your Dashboard. Patch HSN will use reasonable efforts to provide at least thirty (30) days’ notice of any termination without cause, but reserves the right to terminate immediately upon written notice if you are in material breach of these Terms or of any other obligation or warranty, or if Patch HSN otherwise deems it necessary. Any provisions of these Terms that by their nature should survive termination will survive, including, without limitation Your Content; Patch HSN IP; Warranties and Disclaimer; Indemnity; Limitation of Liability; Disputes; and Miscellaneous. Patch HSN’s obligation to pay Net Applicable Revenue will survive with respect to any Applicable Revenue received within six (6) months of termination and thereafter Patch HSN will have no further payment obligations.
Upon termination, you will have no further right to access or use the Services or use any Patch HSN subdomain, and at any time at least thirty (30) days after termination, Patch HSN may use the same or similar subdomain for other purposes, including, without limitation, third party websites. Upon your written request no later than thirty (30) days after termination Patch HSN will use reasonable efforts, to the extent available to Patch HSN, to provide you with a copy of Your Content available on your Site at the time of termination, in a format and medium reasonably determined by Patch HSN. If requested by written notice from you within thirty (30) days of termination, or as required under applicable Laws, Patch HSN will delete personal information and other data relating to students at your School that is Patch HSN’s possession; provided, however, that Patch HSN will have no obligation to delete any data that (a) is prohibited from deletion or otherwise required to be retained under applicable Laws, as defined below; or (b) is stored automatically as part of electronic back-up procedures and cannot be accessed or used in the ordinary course of business. Patch HSN will have no obligation to store or retain Your Content or other data associated with your Site, Admin Account and/or Contributor Account(s) after such thirty-day period, and may remove your Site and Your Content in Patch HSN’s discretion.
DISPUTE RESOLUTION
These Terms and access to and use of the Services are and will be governed by the laws of the State of New York, without regard to its rules of conflict of laws. Any dispute, controversy or default arising under or in relation to these Terms and/or the Services will be submitted to and exclusively resolved by final and binding arbitration conducted under the auspices of the American Arbitration Association (“AAA”), under its Commercial Arbitration Rules, in New York, New York, before a single arbitrator selected by the parties or, if the parties are unable to agree on an arbitrator within twenty (20) days of the date the demand for arbitration is filed, an arbitrator selected under the rules of the AAA. Any arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party to such proceedings, except the arbitrator and his/her staff, the parties’ attorneys and their staff, and any experts retained by the parties. The arbitrator will have authority to award any remedy or relief that a court of the State of New York could grant in conformity to applicable law, except that the arbitrator will have no authority to award any damages excluded herein. Any arbitration award will be accompanied by a written statement containing a summary of the issues in controversy, the arbitrator’s findings, the facts and law upon which any award is based, and a description of the award. The arbitrator’s award will be final and judgment may be entered upon such award by any court of competent jurisdiction. THE PARTIES HEREBY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT, BY AGREEING TO SUBMIT SUCH DISPUTES AND/OR CLAIMS TO ARBITRATION, EACH PARTY WAIVES THE RIGHT TO HAVE THE DISPUTES OR CLAIMS HEARD IN A COURT OF LAW BY A JUDGE OR JURY. Each party will bear its own costs and expense of arbitration. All forum fees and expenses, including, without limitation, AAA’s fees, will be advanced equally by the parties and will not be assessed against any party as part of an award; provided, however, that the failure of a party to timely advance its portion of any arbitration fees will entitle the other party to a default award (if the non-paying party is the respondent) or dismissal with prejudice (if non-paying party is the claimant). NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN (A) ANY CLAIM FOR INJUNCTIVE RELIEF OR WITH RESPECT TO IP RIGHTS MAY BE BROUGH IN ANY COURT OF COMPETENT JURISDICTION WITHOUT REQUIREMENT TO POST BOND; AND (B) FOR ANY CLAIM NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF, AND THE EXCLUSIVE VENUE IN, THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK.
MISCELLANEOUS
These Terms and the policies and other documents incorporated herein by reference include the entire agreement between you and Patch HSN and replace any prior or contemporaneous agreements or understandings, verbal or written, with respect to the subject matter hereof. Patch HSN may update or modify these Terms and/or any policies or other documents from time-to-time, effective upon posting to the Patch HSN website. We will update the “Last Updated” date when we do so. Your access to or use of the Services after the date any update or modification is posted is subject to the updated or modified Terms, so if you do not agree to any update or modification, you must stop using the Services. Except as provided above, these Terms may be modified only by a writing signed by an authorized representative of Patch HSN.
Any notices given under or in connection with these Terms must be in writing, and will be deemed given (a) when delivered personally; (b) five (5) days after being placed in the United States mail, postage prepaid, certified, registered mail; (c) one (1) business day after being deposited with a recognized overnight courier service; or (d) upon delivery by email. Patch HSN may also provide notice to you through your Dashboard, effective upon posting to the Dashboard. Any notice to you that is not provided through the Dashboard will be provided to the address or email associated with your Admin Account. Any notice to Patch HSN must be provided to the Patch HSN address or email specified in these Terms.
If any provision of these Terms is held invalid or unenforceable by a court or arbitrator with jurisdiction over the parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intention, in accordance with applicable law, or if that is not possible will be stricken, and the remainder of the Terms will remain in full force and effect.
Any failure by Patch HSN to enforce any provision of these Terms or to exercise any right hereunder will not be deemed to be a waiver. Any waiver by Patch HSN must be in writing and will not constitute a continuing waiver or a waiver of any other provision.
You and Patch HSN are independent contractors and nothing in these Terms will be deemed or construed to create a partnership, joint venture, employment, franchise, agency or similar relationship.
These Terms do not create any third party beneficiary rights, and no third party(ies) shall have any right or standing to claim any benefit or bring any action to enforce these Terms.
You may not delegate, transfer or assign these Terms or any of your rights or obligations hereunder without Patch HSN’s prior written consent. Patch HSN may delegate, transfer or assign these Terms or some or all of our rights and obligations hereunder in our sole discretion. Any unauthorized assignment will be void. These Terms will be binding upon and inure to the benefit of each party’s successors and permitted assigns.
You understand and agree that Patch HSN will not be deemed to be in breach of these Terms or of any obligation or warranty, or liable for any failure to provide or delay in providing, the Services, in whole or in part resulting from any cause(s) or event(s) beyond Patch HSN’s reasonable control, including, without limitation, any acts of God; acts of terrorism, war, riots or embargoes; acts or failures to act of any governmental authorities; strike, industrial action or lock-out; inability to communicate with you or any third party(ies) for any reason; failure of any internet or other service provider; or any other reason(s) beyond our reasonable control.
CONTACT US
If you have questions or comments about these Terms, the Services or anything else to do with Patch HSN, you may contact us at:
Patch High School News
134 W 29th Street, 11th Floor
New York, NY 10001
Email: highschoolnews@patch.com