TERMS OF SERVICE
These Terms of Service govern the use of the services offered by Hero Bureau, Inc. (the "Company") at the Company's website (ProHero.com the "Site") or mobile applications. Such services, the Site and mobile applications together are hereinafter collectively referred to as the "Service." Your use of the Service constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Service, the Refund Policy available here
THESE TERMS OF SERVICE INCLUDE:
- Your agreement that the Service is provided "as is" and without warranty (Section 17).
- Your agreement that the Company has no liability regarding the Service (Section 18).
- Your consent to release the Company from liability based on claims between Users (Section 3) and generally (Section 18).
- Your agreement to indemnify the Company from claims due to your use or inability to use the Service or content submitted from your account to the Service (Section 19).
- Your consent that either party has the right to compel arbitration (Section 20).
- Your consent that no claims can be adjudicated on a class basis (Section 20).
SERVICE CONNECTS TALENT AND CLIENTS
The Service is a communications platform which enables the connection between Clients and Talent. Clients are individuals and/or businesses seeking to obtain brand services ("Brand Activities") from Talent and are therefore clients of Talent, and Talent are individuals and/or businesses seeking to perform Brand Activities ("Talent") for Clients. Clients and Talent together are hereinafter referred to as "Users."
SERVICE ONLY PROVIDES A VENUE
The Service is a platform for enabling connections between Users for the fulfillment of Brand Activities, but Company is not responsible for the performance of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Brand Activities Clients, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. Company does not have control over the quality, timing or legality of Brand Activities delivered by Talent. Company makes no representations about the suitability, reliability, timeliness, or accuracy of the Brand Activities requested and provided by Users identified through the Service whether in public, private, or offline interactions.
All Users hereby give consent to Company to conduct background checks as often as required in compliance with federal and state laws and the Fair Credit Reporting Act.
Company cannot confirm that each User is who they claim to be and therefore, Company cannot and does not assume any responsibility for the accuracy or reliability identity or background check information or any information provided through the Service.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND YOU HEREBY RELEASE THE COMPANY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.
BILLING AND PAYMENT
Users of the Service contract for Brand Activities directly with other Users. Company will not be a party to any contracts for Brand Activities or services.
Users of the Service will be required to provide their credit card or bank account details to Company and the Payment Service Provider retained by Company (the "PSP").
Clients will be responsible for paying the invoice for each Brand Activity (the "Invoice"), which will include the pricing terms of the Brand Activity agreed with and provided by a Talent ("Brand Activity Payment"), any out of pocket expenses agreed with and submitted by a Talent in connection with the Brand Activity, any tip or gratuity, if applicable, and the fee the Company assesses for the Service, based on the Brand Activity Payment amount.
Within (i) 24 hours after Client receives confirmation through the Service or via email that a Brand Activity has been completed or (ii) 48 hours after Clients contracted service date with Talent if Client has not filed a dispute with the Company, Client authorizes Company to provide Client's payment details to the PSP for processing of Brand Activity Payment, out of pocket expenses owed to Talent, any tip or gratuity, if applicable, and any fees owed to Company for the use of the Service. You may be charged a cancellation fee through the PSP if you book a Brand Activity, but cancel it before it is completed, as set forth in the Brand Activity pricing terms.
Company reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any Brand Activity Payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so.
Brand Activity Payment and fees must be paid through the Service.
Users of the Service will be liable for any taxes (including VAT, if applicable) required to be paid on the Services provided under the Agreement (other than taxes on the Company's income).
GIFT CARDS AND VOUCHERS
Company gift cards ("Gift Cards") and vouchers or promotional codes ("Vouchers") may be available and can be used to pay in part or in full for Brand Activity Payments and reimbursement of out of pocket expenses and Company fees associated with a Brand Activity provided through the Service. Vouchers are an offer (subject to the terms of the voucher) by the Company to reduce the amount a Client has to pay in relation to a Brand Activity Payment and/or our fee. Vouchers will not affect the amount of the Brand Activity Payment a Talent ultimately receives. You agree that you will only use one Voucher per person, and will comply with Voucher terms, including but not limiting Voucher use to first-time Users (which means that you will not use such a Voucher with a new account you create if you already have an account on the Service).
Client must enter each Gift Card into Client's account for its appropriate value before Client can use that value on the Service.
Gift Cards are not replaceable if lost or stolen and have no expiration date, but in certain U.S. states, after a period of time, we may remit the cash associated with unused Gift Card balances to certain states pursuant to their abandoned property laws. Once we have remitted such cash to a state, if someone tries to redeem the Gift Card, it may no longer be redeemed and we may direct them to that state's government instead. Gift Cards have no cash value and are not redeemable for cash except in the following ten U.S. states where it is required by law to the extent noted below: California, Montana, Washington, Vermont, Maine, Rhode Island, West Virginia, Colorado, Massachusetts, and Oregon. If you are a resident of one of these U.S. states, and the balance on your Gift Card is less than the respective dollar amount below, you may redeem it for cash:
- California < $10
- Montana < $5
- Washington < $5
- Vermont < $1
- Maine < $5
- Rhode Island < $1
- West Virginia < $1
- Colorado < $5
- Massachusetts < $5
- Oregon < $5
Simply send your Gift Card along with a self-addressed envelope to Hero Bureau, Inc., 2751 Hennepin Avenue South, Suite 30, Minneapolis, MN 55408 Attention: Gift Cards.
We'll verify your address, confirm that your Gift Card balance qualifies you for redemption, and send you a check for the exact amount in the envelope provided. If your Gift Card balance is equal to or greater than the cap, or we can't verify your residency, we'll return your Gift Card in the envelope provided. Company will be unable to redeem or return your Gift Card without a self-addressed envelope and is not responsible for mail that doesn't arrive at the address provided and cannot guarantee delivery in any way after submittal to the US Postal Service.
A Gift Card cannot be combined with any other Gift Cards, gift certificates or other coupons. A Gift Card cannot be used as a credit or debit card. Company reserves the right to limit quantities of Gift Cards purchased by any person or entity and to cancel a Gift Card if it believes that the Gift Card was obtained through fraudulent or unauthorized means.
The Service is only a venue for connecting Users. Because Company is not involved in the actual contact between Users or in the completion of the Brand Activity, in the event that you have a dispute with one or more Users, you release Company (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Company expressly disclaims any liability that may arise between Users of its Service.
PUBLIC AREAS; ACCEPTABLE USE
The Service may contain profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities ("Public Areas") that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum.
Without limitation, while using the Service, you may not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including Company staff.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
- Use the Service for any purpose, including, but not limited to posting or completing a Brand Activity, in violation of local, state, national, or international law.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
- Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another's computer.
- Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
- Advertise or offer to sell any goods or services for any commercial purpose through the Service which are not relevant to the services offered through the Service.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments.
- Post the same Brand Activity repeatedly ("Spamming"). Spamming is strictly prohibited.
- Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Service.
- Restrict or inhibit any other User from using and enjoying the Public Areas.
- Imply or state that any statements you make are endorsed by Company, without the prior written consent of Company.
- Use a robot, spider, manual and/or automatic processes or devices to data-mine, data-crawl, scrape or index the Service in any manner.
- Hack or interfere with the Service, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the Service for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by Company.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes pornography, racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner.
- Use the Services in violation of the Refund Policy.
- Use the Service to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Service as set forth herein.
- Use the Service to collect usernames and or/email addresses of Users by electronic or other means.
- Register under different usernames or identities, after your account has been suspended or terminated.
You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas, and Company will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
TERMINATION AND SUSPENSION
Company may terminate or suspend your right to use the Service at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.
Without limitation, Company may terminate or suspend your right to use the Service if you breach any term of this Agreement (including the Refund Policy) or any policy of Company posted through the Service from time to time, or if Company otherwise finds that you have engaged in inappropriate and/or offensive behavior. If Company terminates or suspends your right to use the Service for any of these reasons, you will not be entitled to any refund of unused balance in your account. If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Even after your right to use the Service is terminated or suspended, this Agreement will remain enforceable against you.
You may terminate this Agreement at any time by ceasing all use of the Service. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
ACCOUNT, PASSWORD, SECURITY AND MOBILE PHONE USE
You must register with Company and create an account to use the Service. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password and account number provided by you or Company for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account. Company has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you will contact Company immediately.
By providing your mobile phone number and using the Service, you hereby affirmatively consent to our use of your mobile phone number for calls and texts in order to perform and improve upon the Service. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from us by modifying your account settings on the Site or Company's mobile application if available.
YOUR INFORMATION AND LIKENESS
"Your Information" is defined as any information and materials you provide to Company or other Users in connection with your registration for and use of the Service, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for Your Information, and we act merely as a passive conduit for your online distribution and publication of Your Information. The information and materials described in this Section, as provided by each User, is collectively referred to herein as "User Generated Content." You hereby represent and warrant to Company that Your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The Service hosts User Generated Content relating to reviews of specific Talent. Such reviews are opinions and not the opinion of Company, have not been verified or approved by Company and each Client should undertake their own research to be satisfied that a specific Talent is the right person for a Brand Activity. You agree that Company is not liable for any User Generated Content.
You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights you have in Your Information, in any media now known or not currently known in order to perform and improve upon the Service.
Each Talent who uses the System agrees to the maximum extent possible to irrevocably grant the Company the non-exclusive, fully paid, royalty-free, transferable, sublicensable, worldwide, unrestricted and perpetual right to use such Talent's image for commercial gain, if such image is publicly available through any format whatsoever (including but not limited to through search engines, purchase and publicly available web sites).
Further each Talent who uses the System agrees that the Company may add data such as biographical data, commerce data and other data to Talent's profile or other descriptive pages, on the Company's web sites and marketing materials.
Each Talent who provides to the Company any videotape, film, record, photograph, voice, or all related instrumental, musical, or other sound effects, in exchange for the right to use the Service, hereby irrevocably grants to the Company the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to:
- Use any videotape, film, record or photograph that such Talent provides to the Company, and use, reproduce, modify, or creative derivatives of such Talent picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the "Physical Likeness"), in and in connection with the exhibition, distribution, display, performance, transmission, broadcasting on any and all media, including, without limitation, the internet, of any videos or images of such Talent in connection with the Service.
- Reproduce in all media any recordings of such Talent's voice, and all related instrumental, musical, or other sound effects (collectively, the "Voice"), made in connection with the Service.
- Use, and permit to be used, such Talent's Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Service in any media.
- Use, and permit to be used, such Talent's name and identity in connection with the Service.
Each Talent hereby waives all rights and releases the Company from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Talent's identity, likeness or voice in connection with the Service.
Each Talent acknowledges that the Company shall not owe any financial or other remuneration for using the recordings provided hereunder by such Talent, either for initial or subsequent transmission or playback, and further acknowledges that the Company is not responsible for any expense or liability incurred as a result of such Talent's recordings or participation in any recordings, including any loss of such recording data.
LINKS TO OTHER WEBSITES
Links (such as hyperlinks) from the Service to other sites on the Web do not constitute the endorsement by Company of those sites or their content. Such links are provided as an information service, for reference and convenience only. Company does not control any such sites, and is not responsible for their content. The existence of links on the Service to such websites (including without limitation external websites that are framed by the Company Service as well as any advertisements displayed in connection therewith) does not mean that Company endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites.
As part of the functionality of the Service, you may link your account with online accounts you may have with third party service providers (each such account, a "Third Party Account") by either: (i) providing your Third Party Account login information through the Service; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the "SNS Content") so that it is available on and through the Service via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content for all purposes of these Terms of Service. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Service. Please note that if a Third Party Account or associated service becomes unavailable or Company's access to such Third Party Account is terminated by the third party service provider, then SNS Content may no longer be available on and through the Service. You will have the ability to disable the connection between your account on the Service and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any SNS Content. You acknowledge and agree that Company may access your e-mail address book and other data lists associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Service.
WORKER CLASSIFICATION AND WITHHOLDINGS
Each User assumes all liability for proper classification of such User's workers as independent contractors or employees based on applicable legal guidelines.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges that Company does not, in any way, supervise, direct, or control a Talent's work or Brand Activities performed in any manner. Company does not set a Talent's work hours or location of work. Company will not provide any equipment, labor or materials needed for a particular Brand Activity.
The Service is not an employment service and Company does not serve as an employer of any User. As such, Company will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with your use of Users' services.
You agree to indemnify, hold harmless and defend Company from any and all claims that a Talent was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Talent was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Company was an employer or joint employer of a Talent, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
INTELLECTUAL PROPERTY RIGHTS
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that Users see or read through the Service is owned by Company, excluding User Generated Content that Company has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Company owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without Company's express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Company and, if applicable, the holder of the rights to the User Generated Content.
The service marks and trademarks of Company, including without limitation Company and the Company logos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT
Company respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to Company at: info@HeroBureau.com
- A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Service where the material you claim is infringed is located. Include enough information to allow Company to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
- Confidential Information
You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Company and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Company upon termination of this Agreement for any reason whatsoever. The term "Confidential Information" shall mean any and all of Company's trade secrets, confidential and proprietary information and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
DISCLAIMER OF WARRANTIES
USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY BRAND ACTIVITY OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
NEITHER COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
IN ADDITION, NOTWITHSTANDING ANY FEATURE A CLIENT MAY USE TO EXPEDITE TALENT SELECTION, EACH CLIENT IS RESPONSIBLE FOR SELECTING THEIR TALENT AND NEGOTIATING TERMS OF WORK AND COMPANY DOES NOT WARRANT ANY GOODS OR SERVICES PURCHASED BY A CLIENT AND DOES NOT RECOMMEND ANY PARTICULAR TALENT. COMPANY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY TALENT'S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENCE.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS ONLY WILLING TO PROVIDE THE SERVICE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABLITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD COMPANY, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS IN PROMOTIONS, SWEEPSTAKES OR CONTESTS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, "LIABILITIES") THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE SERVICE.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT COMPANY OR ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES' AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY NET OF TALENT FEES DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.
You hereby agree to indemnify, defend, and hold harmless Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred, in connection with (i) your use or inability to use the Service, or (ii) any content submitted by you or using your account to the Service, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Company.
INFORMAL NEGOTIATIONS. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Company. Company's address for such notices is Hero Bureau, Inc., 2751 Hennepin Avenue South, Suite 30, Minneapolis, MN 55408Attention: Legal.
BINDING ARBITRATION. If you and Company are unable to resolve a Dispute through informal negotiations, all claims and complaints against the Company may only be resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). If your claim for damages does not exceed $10,000, Company will pay half of all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. You and Company agree that any arbitration will be limited to the Dispute between Company and you individually. YOU ACKNOLWEDGE AND AGREE THAT YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Company otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" Section will be deemed null and void.
LOCATION OF ARBITRATION. Arbitration will take place in Hennepin County, Minneapolis, MN, United States Of America.
You and Company agree that, other than as set forth under the subsection entitled "Waiver Of Right To Be A Plaintiff Or Class Member In A Purported Class Action Or Representative Proceeding" in Section 20 above, if any portion of Section 20 entitled "Dispute Resolution" is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection entitled "Exceptions to Alternative Dispute Resolution" in Section 20 is found to be illegal or unenforceable, neither you nor Company will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Minneapolis, Minnesota, and you and Company agree to submit to the personal jurisdiction of that court.
Except as expressly provided otherwise, this Agreement will be is governed by, and will be construed under, the laws of the State of Delaware (United States of America), without regard to choice of law principles.
Company may from time to time provide certain promotional opportunities, sweepstakes and contests to Users. All such promotions will be run at the sole discretion of Company, and can be activated, modified or removed at any time by Company without advance notification and the liability of any of Company's partners pursuant to such promotional opportunities, sweepstakes and contests shall be limited pursuant to Section 18 of these Terms of Service.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. This Agreement constitutes the entire agreement between you and Company with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will inure to the benefit of Company, its successors and assigns.
CHANGES TO THIS AGREEMENT AND THE SERVICE