• Heroly Terms And Conditions

    Welcome!

    These Terms of Service constitute a legally binding agreement (the “Terms”) between you and Heroly, LLC (“Heroly,” “we,” “us” or “our”) governing your use of Heroly’s applications, websites, contents, and/or products (the “Platform”). By accessing or using the Platform, you agree to be bound by these Terms. Please read them carefully.

    Heroly provides an online venue that allows neighbors and peers (“Users”) to connect with each other using the Platform made available by Heroly, LLC and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Heroly”). The Platform is based on a peer to peer system, and Heroly has no control over the conduct of the Users.

    Please be advised: These Terms contain provisions that govern how claims that you and Heroly have against each other can be brought (see below). These provisions will, with limited exception, require that you submit claims you have against Heroly to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class, group or representative action or proceeding.

    Heroly may amend the Terms and modify or update the Platform from time to time. Your continued use of the Platform after any such changes are posted here will constitute your acceptance of the amended Terms.

    By agreeing to these Terms, you expressly acknowledge that you understand the Terms (including the dispute resolution and arbitration provisions contained herein) and accept all of them. If you do not agree to be bound by these Terms, you may not use or access the Platform.

    YOUR REPRESENTATIONS AND WARRANTIES

    You represent and warrant each of the following:

    Eligibility

    You are at least 18 years old and legally entitled to enter these Terms, and that you have the authority and capacity to enter into and abide by these Terms. You are limited to one account and may not share your account password with anyone else (even a family member or other person sharing your home) or allow some else to use your personal account. Registered sex offenders and their households are not eligible for Heroly accounts. Heroly also reserves the right to refuse registration to any person or household and to suspend, delete or deactivate your account or limit your privileges, without liability to you.

    Your Information

    All information that you provide to Heroly or through the Platform is true and accurate, and you will maintain that information up-to-date. When you register for Heroly, you must use your real name, not a pseudonym, except in circumstances that, in Heroly’s sole judgment, warrant an exception. You will provide us with whatever proof of identity we may reasonably request. Your registration with Heroly must also include an accurate and correct address. You will provide us with whatever proof of address we may reasonably request. You will keep secure and confidential your account password or any identification we provide you which allows access to the Platform. Providing false registration information is a violation of this Agreement and could constitute a crime

    Account Circumvention

    You will not use the Platform to identify Users to complete offline transactions that circumvent your payment obligations for the Platform. You may not authorize others to use your user status, and you may not assign or otherwise transfer your user account to any other person or entity.

    Legal Compliance

    You will comply with all applicable state, federal, and local laws while using the Platform. You will not copy or distribute the Platform without written permission from Heroly.

    Access and Use

    You may only access the Platform using authorized means. You will not use the Platform for any fraudulent purposes or to cause nuisance, annoyance or inconvenience. It is your responsibility to ensure you have the correct software and equipment for use with the Platform. You will only use an access point, or data account that you are authorized to use. Heroly reserves the right to terminate your use of the Platform if you use an incompatible or unauthorized device.

    Protection of Heroly and its Users

    You will not:

    • Create Internet "links" to the Platform or "frame" or "mirror" any software on any other server or wireless or Internet-based device.
    • Reverse engineer or access the Platform (except as permitted by applicable law) in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Platform, or copy any ideas, features, functions or graphics of the Platform.
    • Launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Platform.
    • Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws through the Platform.
    • Send or store through or on the Platform infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third-party privacy rights.
    • Send or store through or on the Platform material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
    • Interfere with or disrupt the integrity or performance of the Platform or the data contained therein.
    • Attempt to gain unauthorized access to the Platform or its related systems or networks.
    • Try to harm the Platform in any way.
    LICENSE GRANT

    Subject to your compliance with these Terms, Heroly grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your own personal, non-commercial purposes. All rights not expressly granted to you are reserved by Heroly and its licensors.

    PET OWNER OBLIGATIONS

    Pet owners warrant and agree that: (1) your pets are free from fleas, ticks, and other pests; and (2) you will have your pets fully vaccinated and up to date on all forms of preventative medicine prior to receiving services from a User.

    PAYMENT TERMS

    We are using a wallet system with peer to peer payments that allow Users to pay each other. We take 8% as a usage fee. You understand that use of the Platform may result in charges to you for the Platform you receive from other Users. After you have received services or goods obtained through your use of the Platform, Heroly will facilitate your payment of the applicable charges on behalf of the User who conducted the service or sold the good, as such User’s limited payment collection agent. Payment of such charges in such manner shall be considered the same as payment made directly by you, as one User, to the other User. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Heroly. You retain the right to request lower charges from a User for services received by you from such Third-Party Provider at the time you receive such services or goods. Heroly will respond accordingly to any request from a User to modify charges for a particular service.

    All charges are due immediately, and payment will be facilitated by Heroly using the preferred payment method designated in your Heroly account, after which Heroly will keep records of your transactions within the Platform. If your primary payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Heroly may, as the User’s limited payment collection agent, use a secondary payment method in your account, if available.

    As between you and Heroly, Heroly reserves the right to establish, remove and/or revise charges for any or all services obtained through the use of the Platform at any time in Heroly’s sole discretion. Heroly will use reasonable efforts to inform you of charges that may apply, provided that you will be responsible for charges incurred under your Heroly account regardless of your awareness of such charges or the amounts thereof. Heroly may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through the use of the Platform, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Platform or the charges applied to you. You may elect to cancel your request for services from a User at any time prior to such User’s arrival, in which case you may be charged a cancellation fee.

    This payment structure is intended to fully compensate the Users for the Platform provided. Heroly does not designate any portion of your payment as a tip or gratuity to the Users.

    Users may donate to a Heroly designated animal shelter. One hundred percent (100%) of these donations go directly to the animal shelter, and Heroly does not collect a fee.

    CONSENT TO AUTODIALED TEXT MESSAGES, PHONE CALLS, AND EMAILS

    You agree that Heroly may contact you by autodialed text messages or phone calls with information about the Platform, your account, and with marketing messages. You are not required to provide this consent as a condition of purchasing anything or using the Platform and may opt out at any time replying to a text message with “STOP.” In the event you change or deactivate your mobile telephone number, you agree to promptly update your Heroly account information to ensure that your messages are not sent to the person that acquires your old number.

    CONSENT TO EMAIL COMMUNICATION

    You agree that Heroly may contact you by email with information about the Platform, your account, newsletters, and with marketing messages. You are not required to provide this consent as a condition of purchasing anything or using the Platform and may opt out at any time by contacting customer care at [email protected].

    CONSENT TO CALL RECORDING

    You agree that any phone calls to or from Heroly may be monitored or recorded for quality assurance purposes.

    CONSENT TO PHOTO AND VIDEO ACTIVITIES

    You understand and agree that certain Users may take pictures, videos, and other forms of recorded media of your pet during the course of providing services to you as part of the Platform. You further understand and agree that Users may post, upload, share, store, or otherwise provide any such pictures, videos, or other forms of recorded media to Heroly through the Platform. You understand and agree that such recorded media may be used not only to provide information to you as part of the Platform, but also to assist Heroly in quality control, safety, and promotional and marketing activities. You agree that you have no right, title, or other ownership interest to or in such pictures, videos, or other forms of recorded media, and that the use of such media, including the posting or display of such media, is within Heroly’s sole discretion.

    HEROLY INTELLECTUAL PROPERTY

    Heroly alone (and its licensors, where applicable) shall own all of the right, title and interest (including all related intellectual property rights), in and to the past, present, and future versions of the Platform and all content therein. This content shall include, but is not limited to all layout, text, illustrations, instructions, files, images, designs, software, scripts, graphics, photos, sounds, music, videos, information, materials, technology, interactive features, the “look and feel” of the Platform, the compilation and arrangement of the Platform, Heroly trademarks, all copyrightable material (including source code and object code) and derivative works or enhancements of any of the above, unless ownership rights remain with a user as part of a User Submission, as described in the User Content section below.

    Heroly alone (and its licensors, where applicable) shall also own all of the right, title, and interest (including all related intellectual property right), in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Platform.

    These Terms are not a sale and do not convey to you any rights of ownership in or related to the Platform, or any intellectual property rights owned by Heroly. The Heroly name, Heroly logo, and the product names associated with the Platform are trademarks of Heroly or third parties, and no right or license is granted to use them.

    Copyright and Alleged Intellectual Property Violations by Users

    The Digital Millennium Copyright Act (the "DMCA"), as it relates to online service providers, like Heroly, allows copyright owners to request online service providers to remove material that allegedly violates their copyright. We respect others' intellectual property rights, and we reserve the right to delete or disable content alleged to be infringing any intellectual property rights at our sole discretion and to terminate the accounts of repeat alleged infringers. If you are in the U.S., your notice must satisfy the requirements enumerated in 17 U.S.C. §512(c)(3). Please send any notification to Heroly, LLC 3262 Westheimer Rd Ste 335 Houston TX 77098 or by email to [email protected].

    User Content

    Anything you post, upload, share, store, or otherwise provide through the Platform is your "User Submission." Some User Submissions are viewable by other users. In order to display your User Submissions on the Platform, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions.

    For all User Submissions, you hereby grant Heroly a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Platform, as described in more detail below. This is a license only – your ownership in User Submissions is not affected. However, pursuant to the Intellectual Property Terms & Conditions above, Heroly alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Platform, whether provided in a User Submission or not.

    If you store a User Submission in your own personal Heroly account, in a manner that is not viewable by any other user except you (a "Personal User Submission"), you grant Heroly the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Platform necessary to do so.

    If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a "Limited Audience User Submission"), then you grant Heroly the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Platform necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Platform.

    If you share a User Submission publicly on the Platform and/or in a manner that more than just you or certain specified users can view (a "Public User Submission"), then you grant Heroly the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Heroly users and providing the Platform necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Platform for any purpose. Also, you grant all other users of the Platform a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Platform.

    You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide.

    Finally, you understand and agree that Heroly, in performing the required technical steps to provide the Platform to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

    PRIVACY AMONGST USERS

    Respect privacy of other Users. We believe that providing Users with a place where they can communicate privately and provide services to one another. In order to ensure that the privacy expectations of amongst Users are respected, you may not:

    • share or post another User’s private information, e.g. name, address, phone number, email address, pet information, without their permission

    • repost information or Content posted on Heroly without the posting member’s permission

    • repost (either on or outside of Heroly) the content of another member’s private message without the author’s permission

    • gather or aggregate information from Heroly, either manually or by using automation (such as through scripts, robots, crawlers, spiders or similar technologies) for use outside of Heroly

    THIRD-PARTY INTERACTIONS

    During your use of the Platform, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third-party service providers, advertisers or sponsors showing their goods and/or services through the Platform. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Heroly and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. Heroly does not endorse any sites on the Internet that are linked through the Platform, and in no event shall Heroly or its licensors be responsible for any content, products, services or other materials on or available from such sites or third-party providers. You recognize that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and Heroly disclaims any and all responsibility or liability arising from such agreements between you and the third-party providers.

    Heroly may rely on third-party advertising and marketing supplied through the Platform and other mechanisms to subsidize the Platform. By agreeing to these terms and conditions, you agree to receive such advertising and marketing. If you do not want to receive such advertising, you should notify us in writing. Heroly reserves the right to charge you a higher fee for the Platform should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on Heroly’s website located at www.heroly.com. Heroly may compile and release information regarding you and your use of the Platform on an anonymous basis as part of a customer profile or similar report or analysis. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third-party you interact with through the Platform.

    INDEMNIFICATION

    BY ENTERING INTO THESE TERMS AND USING THE PLATFORM, YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THAT YOU SHALL DEFEND, INDEMNIFY AND HOLD HEROLY, ITS LICENSORS AND EACH SUCH PARTY'S PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, ATTORNEYS, ASSIGNS AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH:

    1. YOUR VIOLATION OR BREACH OF ANY TERM OF THESE TERMS OR ANY APPLICABLE LAW OR REGULATION;
    2. YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD-PARTY;
    3. THE ACTIONS OF YOUR SELECTED AND APPROVED USERS;
    4. THE ACTIONS OF YOUR PETS; OR
    5. YOUR USE OR MISUSE OF THE PLATFORM.
    Disputes Between Users

    HEROLY USERS SELECT EACH OTHER AND HEROLY ENCOURAGES SUCH SELECTION BASED ON FULL KNOWLEDGE AND TRUST BEFORE APPROVING ONE ANOTHER. IN THE UNFORTUNATE EVENT THAT USERS HAVE A DISAGREEMENT AMONGST THEMSELVES, WE HOPE THAT YOU WILL BE ABLE TO AMICABLY WORK IT OUT. HOWEVER, IF YOU CANNOT, PLEASE UNDERSTAND THAT HEROLY IS NOT RESPONSIBLE FOR THE ACTIONS OF ITS USERS; EACH USER IS RESPONSIBLE FOR THEIR OWN ACTIONS AND BEHAVIOR. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE US (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

    DISCLAIMER OF WARRANTIES

    HEROLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THIS PLATFORM. HEROLY’S PLATFORM IS BASED ON A PEER TO PEER SYSTEM, AND HEROLY DOES NOT REPRESENT OR WARRANT THAT:

    1. THE USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA,
    2. THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
    3. ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
    4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
    5. ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED, OR
    6. THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    THE PLATFORM IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY HEROLY. HEROLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE PLATFORM, AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    INTERNET DELAYS

    HEROLY’S PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HEROLY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

    LIMITATION OF LIABILITY

    HEROLY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE PLATFORM, EVEN IF HEROLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HEROLY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN A PET OWNER AND A USER, EVEN IF HEROLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HEROLY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HEROLY’S REASONABLE CONTROL. IN NO EVENT SHALL HEROLY’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE PLATFORM FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION THAT EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).

    HEROLY’S PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE PET CARE SERVICES WITH USERS, BUT YOU AGREE THAT HEROLY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY PET CARE SERVICES PROVIDED TO YOU BY USERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

    THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

    NOTICE

    Heroly may give notice by means of a general notice on the Platform, electronic mail to your email address on record in Heroly’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Heroly's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after sending. You may give notice to Heroly (such notice shall be deemed given when received by Heroly) by sending an electronic mail message to Heroly at: [email protected]

    ASSIGNMENT

    These Terms may not be assigned by you without the prior written approval of Heroly but may be assigned at any time by Heroly to:

    1. a parent or subsidiary
    2. an acquirer of assets
    3. a successor by merger

    Any purported assignment in violation of this section shall be void.

    TERM AND TERMINATION OF TERMS

    These Terms are effective upon your access or use of the Platform. You or Heroly may terminate your participation in the Platform at any time, for any reason and Heroly may prohibit your use of the Platform at any time in its sole discretion. These Terms, and any subsequent modification of these Terms, shall remain in effect at all times after you or Heroly terminate your participation or access to the Platform.

    DISPUTES AND MANDATORY INDIVIDUAL ARBITRATION

    BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST HEROLY ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST HEROLY, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST HEROLY BY SOMEONE ELSE.

    “Disputes” or “claims” under this provision shall include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: the Terms and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Platform, any other goods or services made available through the Platform, your relationship with Heroly, the threatened or actual suspension, deactivation or termination of your account with Heroly, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Heroly, any claims for fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

    Agreement to Binding Arbitration Between You and Heroly.

    You and Heroly agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Heroly, and not in a court of law.

    You acknowledge and agree that you and Heroly are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Heroly otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Heroly each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

    Rules and Governing Law.

    The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.

    The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

    Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Texas.

    Process

    A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Texas and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

    Location and Procedure

    You may choose to have the arbitration conducted by telephone or based on written submissions. Unless you and Heroly otherwise agree, the arbitration will be conducted in Houston, Texas. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

    Arbitrator's Decision

    The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.

    Fees

    Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

    Changes

    Notwithstanding the provisions above, regarding consent to be bound by amendments to these Terms, if Heroly changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Heroly written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process Legalinc Corporate Services Inc., c/o Heroly, LLC, 10601 Clarence Dr. Ste. 250, Frisco, TX 75033 USA, or (b) by email from the email address associated with your Account to: [email protected]. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Heroly in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

    Severability and Survival

    If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

    CHOICE OF LAW

    Except as provided above in the DISPUTES AND MANDATORY INDIVIDUAL ARBITRATION section, these Terms will be governed by the laws of Texas without regard to choice of law principles. This choice of law provision is only intended to specify the use of Texas law to interpret this Agreement and does not create any other substantive right to non-Texans to assert claims under Texas law whether by statute, common law, or otherwise.

    GENERAL

    No joint venture, partnership, employment, or agency relationship exists between you, Heroly or any third-party provider as a result of these Terms or use of the Platform.

    If any provision of the Terms is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced to the fullest extent under law.

    The failure of Heroly to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Heroly in writing.

    These Terms comprise the entire agreement between you and Heroly and supersedes all prior or contemporaneous negotiations, discussions or terms, whether written or oral, between the parties regarding the subject matter contained herein. If any provision of these Terms is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties will replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of these Terms.

    THIRD-PARTY APPLICATIONS

    The Platform may be available or accessed in connection with Heroly applications (“Applications”) made available by third-party providers such as Apple, Inc., or Google, Inc. (“Provider”) through their storefronts such as the App Store and Google Play.

    1. Both you and Heroly acknowledge that the Terms are concluded between you and Heroly only, and not with any Provider, and that a Provider is not responsible for the Heroly’s Platform;
    2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Platform for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Platform;
    3. You will only use the Application in connection with a Provider’s device that you own or control;
    4. You acknowledge and agree that a Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
    5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify the Provider of such failure; upon notification, the Provider’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
    6. You acknowledge and agree that Heroly, and not the Provider, is responsible for addressing any claims you or any third-party may have in relation to the Application;
    7. You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third-party's intellectual property rights, Heroly, and not the Provider, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
    8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
    9. Both you and Heroly acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
    10. Both you and Heroly acknowledge and agree that the Provider and its subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, the Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
    11. In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.
    FEEDBACK

    Help us make Herloy the best it can be. Please feel free to share any feedback, suggestions, or ideas you have about Heroly with us, so long as you understand we may have already had the same idea, and you agree that we are free to use any feedback you voluntarily provide with no restriction or obligation (payment or otherwise) to you. Please provide your feedback to us at [email protected].

    INTEGRATION

    To the extent applicable to you, these Terms constitute the entire agreement between you and Heroly with respect to our Platform and supersedes any other agreements or understandings (oral or written). We can amend this agreement and any additional terms by notifying you of the changes (for example, by emailing you, or by sending an amendment notice as a pop up on your device). If you keep using Heroly after the amendment is effective, you accept and are bound by the new terms; if you disagree with the new terms, you should stop using Heroly and delete your account.

     

     

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