Terms and Conditions
Terms and Conditions for Hytropy, L.L.C.
Updated February, 2017
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site is subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site, or purchase any products or services from this site.
The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of Hytropy LLC. The collective work includes works that are licensed to Hytropy LLC. Copyright 2009-2017, Hytropy LLC ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Hytropy LLC or purchasing Hytropy LLC products or services. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with Hytropy LLC or to purchase Hytropy LLC products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by Hytropy LLC. You further agree not to change or delete any proprietary notices from materials downloaded from the site or from any materials created by Hytropy LLC. Please note that all documents created for client is for their exclusive use and may not be duplicated for any other entity except where required by law.
Confidential Copyright of Materials
All materials generated by Hytropy LLC for are copyrighted and confidential. This includes, but is not limited to: business continuity plans, emergency response plans, training procedures, training designs, concepts and content, exercise reports, after-action reviews, templates, disaster budget sheets, crisis communication documents, drill or exercise procedures, concepts of exercises, etc. The purchaser of these documents and other materials agree they may not be resold, broadcasted, copied, duplicated, transmitted or otherwise disseminated without the express written consent of Hytropy LLC. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by Hytropy LLC. License to use these materials are for use in the client company, and may not be disseminated, resold, or retransmitted without the expressed written consent of Hytropy LLC. Clients may not disclose any trade information or other information for commercial gain learned from training, exercises, drills, plans, etc. All violators will be prosecuted to the fullest extent of the law, and will be litigated against for full civil damages in accordance with the law. Hytropy LLC maintains full copyright over all these materials, documents, and other materials purchased and/or received through Hytropy LLC. Unless otherwise noted, all documents are copyrighted © (2009 - 2017)
Mutual Non-Disclosure Agreement
Hytropy, L.L.C., (the “First Party”) and user of website (the “Second Party”), agree:
First Party and Second Party may from time to time disclose to one another certain confidential information or trade secrets generally regarding disaster preparedness, business continuity, emergency management, emergency preparedness, crisis management, and any semantic derivative thereto regarding preparing for, responding to, and/or recovering from a disaster or business interruption.
As used herein, the term "Confidential Information" shall mean any and all information, technical data or know-how which one party ("Disclosing Party") discloses to the other party ("Receiving Party"), either directly or through their employees, agents or representatives, which is or may be related to (a) the business, present or future, of the Disclosing Party or its Affiliates (for purposes of this Agreement, an “Affiliate” of a party is deemed to be any entity or persons controlling, controlled by or under common control with, such party); (b) the technology, services or products of the Disclosing Party or its Affiliates; (c) the research and development or investigations of the Disclosing Party or its Affiliates or (d) the business or identity of any customer of the Disclosing Party or its Affiliates. Further, and specifically, Confidential Information shall include, without limitation, financial information, trade secrets, processes, formulas, data, algorithms, source code, object code, know-how, improvements, inventions, prototypes, models, techniques, manuals, mailing lists, market or customer data, marketing plans and strategies, written notes, photographs, sketches, drawings, memoranda, information concerning any agreements (written or oral) or contract negotiations, distributors, licensees, customers or vendors, as well as any of the foregoing that may be incorporated in notes or other documents created by the Receiving Party as a result of such disclosure. Further, and specifically, Confidential Information shall include, without limitation, financial information, trade secrets, processes, formulas, data, algorithms, source code, object code, know-how, improvements, inventions, prototypes, models, techniques, manuals, mailing lists, market or customer data, marketing plans and strategies, written notes, photographs, sketches, drawings, memoranda, information concerning any agreements (written or oral) or contract negotiations, distributors, licensees, customers or vendors regarding disaster preparedness, business continuity, emergency management, emergency preparedness, crisis management, and any semantic derivative thereto regarding preparing for, responding to, and/or recovering from a disaster or business interruption.
First Party and Second Party agree that they shall not disclose the information so conveyed, unless in conformity with this agreement. Both parties shall limit disclosure to their officers and employees with a reasonable "need to know" the information, and shall protect the same from disclosure with reasonable diligence. As to all information which each party claims is confidential, they shall reduce the same to writing prior to disclosure and shall conspicuously mark the same as "confidential," "not to be disclosed" or with other clear indication of its status. If the confidential information which is disclosed is not in written form, for example, a machine or device, the parties shall be required prior to or at the same time that the disclosure is made to provide written notice of the secrecy claimed by the party. The parties agree upon reasonable notice to return the confidential tangible material provided by the other party upon reasonable request.
The obligation of non-disclosure shall terminate when if any of the following occurs:
(a) The confidential information becomes known to the public without the fault of the party receiving disclosure, or;
(b) The information is disclosed publicly by the party disclosing, or ;
(c) a period of 1200 months passes from the disclosure, or;
(d) the information loses its status as confidential through no fault of the party receiving disclosure.
In any event, the obligation of non-disclosure shall not apply to information which was known to a party prior to the execution of this agreement.
All trademarks, service marks and trade names of Hytropy LLC used in the site are trademarks or registered trademarks of Hytropy LLC.
This site and the materials and products on this site are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Hytropy LLC disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Hytropy LLC does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. Hytropy LLC does not make any warranties or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.
Client agrees at time of purchase that all information furnished to Hytropy LLC is true and correct. All services rendered by Hytropy LLC will be based upon this information (number of facilities to plan for, number of employees to train, etc.). Hytropy LLC retains the absolute right to increase the monthly price if this information changes or is modified after initial purchase. Hytropy LLC also has the right to cancel this transaction (and bill for services rendered) for any omissions or intentional misrepresentations on the initial shopping cart form, and pursue any civil or legal action for such omissions or misrepresentations. Hytropy LLC documents and services are not a guarantee against loss, is not a substitute for insurance, and does not guarantee recovery from a disaster, emergency, crisis, or other threat or peril.
Limitation of Liability
Hytropy LLC shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, or advice from company emergency managers even if Hytropy LLC has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. All business continuity, emergency management, disaster preparedness and related services are not a guarantee against loss, the possibility of a loss, or other negative consequences from an emergency, disaster, or other related incidences. All advice, plans, documents, training, and exercises from Hytropy LLC are suggested steps only. These services are also not a substitute for insurance or other risk services. Client understands that by purchasing these products and services on this site, they accept all risk, and legal liability arising from the use of business continuity, emergency management, disaster preparedness and related services provided by Hytropy LLC. By purchasing these products and services, accepting advice, etc. you agree to hold Hytropy LLC completely harmless from all legal, civil, and/or criminal liability arising from their use.
All services are purchased at the prices quoted at the time of purchase. Hytropy LLC reserves the right to modify these prices at any time at its sole discretion. Monthly updating services’ pricing may be changed at the discretion of Hytropy LLC, and takes effect within the next billing cycle.
All templates are purchased “as is” at the time of purchase. They are purchased for a flat, one-time price quoted at the time of purchase, and are made available to client once payment is confirmed and once all requested customization information (as applicable) is provided to Hytropy, LLC disaster planners. Private Training and Private Exercises are provided to client at a one-time flat fee. Training topics must be mutually agreed upon by Hytropy LLC and client within a reasonable time period after purchase. Private Exercise threat type (fire, hurricane, etc.) and delivery type must be specified at the time of purchase and agreed upon by Hytropy LLC. Dates and times of training and exercises must be mutually agreed-upon by client and Hytropy LLC within a reasonable period of time after purchase. All setup costs including equipment and supplies are borne solely by the client. Travel costs are determined according to the section below. Online trainings are provided at a one-time flat fee, with a monthly subscription service, which is governed by the section below.
“Monthly Maintenance” shall be covered in this part of the agreement. Monthly Maintenance is a monthly updating of documents, training, and associated services with internal and external information that impacts the disaster program for a specific client. Monthly Maintenance is not a guarantee that all documents will be updated. In any month, any portion of the document that Hytropy LLC deems not necessary to update will be unchanged. All services, plans, etc. are made available to client once payment is confirmed and once all requested customization information is provided to Hytropy, LLC disaster planners. Client is responsible for providing information regarding their program. Any information requested, and not provided, will be assumed by Hytropy LLC as unnecessary for change, unless Hytropy planners decide to make those updates. Client agrees to pay the amount quoted at purchase for the amount of time specified at purchase for each consecutive month without interruption. The Monthly Maintenance fee is based upon a monthly, recurring billing scheme and will update only those services specified at time of purchase for the amount of time specified at time of purchase. Based upon this monthly scheme, the client's credit/debit card on file will be automatically charged the amount specified at purchase every month. Once payment is made, updates will be published. If Monthly Maintenance is paid by cheque, updates will not be made until cheque is deposited and cleared. Clients may cancel by sending a message to firstname.lastname@example.org. Client may cancel at any time, however, remaining days on the subscription from that month is not refundable. If applicable, Hytropy LLC reserves the right to cancel any maintenance contract and assess the Early Termination Fee assessed at a rate of ½ of the sum total cost of all the remaining months on the contract if 1 month or more of payments are not made upon monthly anniversaries of first payment, with collection recovery of all fees owed, as well as collection costs borne by the client. If client cancels prior to the end of the contract, an Early Termination fee will be assessed at a rate of ½ of the sum total cost of all the remaining months on the contract. After the all the monthly payments are made for the time period specified at time of purchase, client may terminate recurring billing without penalty. Hytropy LLC has the right to determine the method of communication for monthly changes from client. If no info received from client on specific parts of MM, then Hytropy LLC has the right to assume all text is current and correct. If, at the sole discretion of Hytropy LLC, the size, profile, scope, etc. of the client company exceeds the ability of the Monthly Maintenance to provide appropriate updating, Hytropy LLC reserves the right to modify the original Monthly Maintenance price to reflect the appropriate size.
Additional consulting – All services and products published by Hytropy LLC is charged at the price written at the time of purchase. Hytropy, L.L.C. reserves the right to modify these prices at its sole discretion. If project scope exceeds price quoted at purchase, Hytropy L.L.C. reserves the right to charge for extra hours to complete project at the rate of $60.00 an hour. Clients will be informed of any changes to the original estimates before work begins.
In-Person Consulting and Travel – Unless otherwise authorized by express written consent from Hytropy LLC, any consultant travel to client site in the contiguous United States will be assessed at a fee of $5,000 for 5 days, with additional fees for roundtrip airfare, gas, reasonable accommodation, and rental car. Any time exceeding 5 days will be assessed at $1,500 per day.
All payments shall be by EFT, except with the express written consent of Hytropy, LLC.
Hytropy LLC has the right to withhold any service or product, whether digital or hard-copy if payments are not made. Payments still in arrears after 60 days will result in a $25.00 reactivation fee. All collection fees are borne by the client.
Hytropy has a No Return/Refund Policy with all products and services. Cancellation of Monthly Maintenance contract will be assessed at the fees noted above. Any recurring billing payment or cheque that is returned by the credit card or banking agency as unpaid will incur a $25.00 fee. If you have any questions regarding this policy, please do not hesitate to contact us at: email@example.com.
In the event that a Hytropy LLC product or service is mistakenly listed at an incorrect price, Hytropy LLC reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Hytropy LLC reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Hytropy LLC shall issue a credit to your credit card account in the amount of the incorrect price. Any typographical errors in the description of the product or service are not the responsibility of Hytropy LLC, and Hytropy LLC has the right to correct any error without penalty, and cancel any orders.
60-Day Completion Guarantee
The Hytropy “60-Day Completion Guarantee” provided by Hytropy LLC shall be governed by this policy. The Hytropy “60-Day Completion Guarantee” is of completion of the written disaster plan customization specified in the purchase order. Hytropy guarantees that if those services are not completed within 60 working days, the client receives the complete disaster program free of charge, and Hytropy returns any payments made toward the purchase of those services. The “60-Day Completion Guarantee” requires the client company provide all requested information to Hytropy LLC emergency managers before the timeline shall begin. The “60-Day Completion Guarantee” is not a guarantee of compliance, and Hytropy LLC is not responsible for any civil, criminal, or other penalties, etc. incurred by client as a result of non-compliance to a regulation, statute or other mandate by governing or other civil authorities.
These terms and conditions become/are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by Hytropy LLC without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Non-Disclosure, Indemnification and Miscellaneous, shall survive any termination.
Hytropy LLC may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to Hytropy LLC.
Your use of this site shall be governed in all respects by the laws of the state of California, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of Hytropy LLC products) shall be in the state or federal courts located in Santa Barbara County, California. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of Hytropy LLC products) must be commenced within one (1) year after the claim or cause of action arises. Hytropy LLC's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Hytropy LLC may assign its rights and duties under this Agreement to any party at any time without notice to you. The term “never been rejected by a regulatory agency” refers to a client with a Gold Package, who has completed all necessary documentation, provided all information to Hytropy LLC within the allotted time, and is on a Monthly Maintenance contract and has provided all necessary documentation, interviews, and other information to Hytropy LLC within the allotted time..
Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Hytropy LLC or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
Hytropy LLC does not and cannot review all communications and materials posted to or created by users accessing the site, and are not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Hytropy LLC is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Hytropy LLC reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Hytropy LLC in its sole discretion.
You agree to indemnify, defend, and hold harmless Hytropy LLC, its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.
In an attempt to provide increased value to our visitors, Hytropy LLC may link to sites operated by third parties. However, even if the third party is affiliated with Hytropy LLC, Hytropy LLC has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Hytropy LLC. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, Hytropy LLC seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
If there are any questions, please direct them to:
Hytropy Legal Department
7515 Jefferson Highway #5
Baton Rouge, LA 70806
Hytropy LLC © (2009-2017)