Last Updated: July 28, 2022
HeyEveryone End User License Agreement and Terms of Service
This Web Application End User License Agreement (this "Agreement") is a binding agreement between you ("you") and HeyEveryone Inc. (referred to herein as “HeyEveryone” or “We,” “Us,” “Company”, “Platform”, “Website” or other forms thereof). This Agreement governs your use of the HEYEVERYONE WEBSITE AND WEB-APPLICATION including access to data, reports, information, and other content and applications on our website, software, and technology (including all related documentation, the "Application"). The Application is licensed, not sold, to you.
BY CLICKING THE "AGREE" BUTTON/ DOWNLOADING/ INSTALLING/USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/ INSTALL/USE THE APPLICATION AND DELETE IT FROM YOUR DEVICE.
If You are entering into this Agreement on behalf of a company, business or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use the Platform.
We reserve the right to modify this Agreement at any time. All changes will be effective immediately upon posting to heyeveryone.io. By accessing or using our website after changes are posted you agree to those changes. Material changes will be conspicuously posted to the Website or otherwise communicated to you.
Definitions
“Information” means the records, data, and other information submitted by You to the HeyEveryone Website, including, without limitation, investor updates, financial statements, fundraising information, pitch decks, images, photographs, documents, and spreadsheets.
“HeyEveryone” means the HeyEveryone website (at https://app.heyeveryone.io and https://heyeveryone.io), including all websites and all devices, applications or services that We operate or offer that link to these Terms of Service, pages within each such website, device, application or service, any equivalent, mirror, replacement, substitute or backup website, device, application or service, and pages that are associated with each such website, device, application or service, and any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, user manuals, on-line documentation, products or other technology and materials of any kind, or any enhancement thereto, used by HeyEveryone in connection with the HeyEveryone portal or made available by HeyEveryone to You, through the HeyEveryone portal.
“Personal Information” means Information that identifies or is capable of identifying a specific individual, such as a person’s name, address, email address, payment card information, and personal usage data related to Your use of the HeyEveryone Platform.
“Process” means any operation or set of operations that are performed on Information, including Personal Information, including, without limitation, collecting, recording, organizing, storing, adapting or altering, amending, retrieving, using, disclosing or otherwise making available, erasing, or destroying.
“Benchmark Data” means statistical, system, usage, and configuration data derived from Your use of the HeyEveryone Platform that: (i) is either aggregated, de-identified, or anonymized and does not specifically identify You or Your customers.
License Grant
Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, HeyEveryone hereby grants to You a revocable, nonexclusive, nontransferable, limited license during the term of this License to access and use the HeyEveryone Platform for Your internal business purposes only and in accordance with the terms of this Agreement.
The HeyEveryone Platform is made available to You as a hosted service, and HeyEveryone hosts and retains physical control over the HeyEveryone Platform and only makes it available for access and use by You over the Internet through a Web-browser (e.g., Safari, Google Chrome, Internet Explorer, etc). Nothing in this Agreement obligates HeyEveryone to deliver or make available any copies of computer programs or code from the HeyEveryone Platform to You, whether in object code or source code form.
You shall be responsible for obtaining and purchasing all equipment, Internet access services, modifying its network, and doing all other things necessary in order to use the HeyEveryone Platform.
Purchasing and Cancellation
You may purchase services and access to the HeyEveryone Platform either online or through the use of an order form, depending on whether You are purchasing services and access to the HeyEveryone Platform as an individual or enterprise. You represent and warrant that You have all necessary rights to use any payment card (e.g. credit card) or other means of payment that You provide to Us.
You are responsible for providing truthful and accurate billing information, and false or inaccurate information is a breach of this Agreement and may result in cancellation of your purchase or termination of access to the HeyEveryone Platform. HeyEveryone reserves the right to refuse or cancel an order for any reason
HeyEveryone may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to You; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. Pre-authorization may be performed to ensure that the card details are still valid and that You have sufficient funds to complete the transaction.
By confirming your purchase at the end of the checkout process, You agree to accept and pay for any services, products, or access to the HeyEveryone Platform, as well as all applicable taxes.
You may cancel Your Account in accordance with your plan, agreement or order form.
Your HeyEveryone Account
To use the HeyEveryone Platform, You must register for an account, and will either select or will be issued a username or similar identifier such as a unique number and password or pin (“Login Credentials”). You are responsible for safeguarding Your Login Credentials. You, and not HeyEveryone, are responsible for any activity occurring through Your Login Credentials, whether or not You authorized such activity. If You become aware of any unauthorized access through Your Login Credentials, You agree to notify HeyEveryone immediately. Your Login Credentials may not be shared and may only be used by You.
You agree to provide Us with accurate and complete information required to register for the HeyEveryone Platform and at other times as required in connection with using the HeyEveryone Platform (“Registration Information”). You agree, at all times, to: (a) provide current, complete, true and accurate Registration Information; (b) maintain and update your Registration Information as required to keep it current, complete and accurate; and (c) provide additional information about You and your organization which is pertinent to your use of the HeyEveryone Platform, as may be requested by HeyEveryone from time to time.
You shall authorize access to and assign unique passwords and user names to Your end users of the HeyEveryone Platform (“Client Accounts”). You shall be responsible for any activity occurring through the Client Accounts, including unauthorized activity. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the HeyEveryone Platform and shall promptly notify Us in the event of any unauthorized access or use of the HeyEveryone Platform and any loss or theft or unauthorized use of any of the Client Accounts. You shall comply with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to Your use of the HeyEveryone Platform, including without limitation those related to privacy, electronic communications, and anti-spam legislation.
You acknowledge and agree that We may send You information and notices regarding our services by email or through other means. You acknowledge and agree that We shall have no liability associated with or arising from Your failure to maintain accurate contact or other information, including, but not limited to, Your failure to receive critical information about the HeyEveryone Platform. You acknowledge, consent and agree that We may access, preserve, and disclose Your registration and any other information You provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to Your requests for customer service; or (e) protect the rights, property, or personal safety of HeyEveryone, its Users and the public.
Proper Use of the HeyEveryone Platform
Certain parts of the HeyEveryone Platform may enable You to provide Information to the HeyEveryone Platform. You shall not upload or transmit to the HeyEveryone Platform any copyrighted or other proprietary materials without permission from the owner or any licensee with authorization to allow public display of such material and such other rights as are necessary to use the materials as they are used with the HeyEveryone Platform. You shall be solely responsible for any damages resulting from provision of these materials, and for obtaining all rights from their owners or licensors.
By using the HeyEveryone Platform, You further agree that:
You will use the HeyEveryone Platform in strict accordance with all terms and conditions of this Agreement;
You will comply with and refrain from violating applicable laws, including, but not limited international, federal, state or local privacy laws;
You will not post or transmit any content that is unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, invasive of another’s privacy, or otherwise objectionable content;
You will not use the HeyEveryone Platform to commit a criminal offense or to encourage others to conduct what would constitute a criminal offense or give rise to any civil liability;
You will not use the HeyEveryone Platform to impersonate other persons or entities;
You will not use the HeyEveryone Platform to upload any content that contains a software virus, “Trojan Horse” or any other computer code, files, or programs that may alter, damage, or interrupt the functionality of the HeyEveryone Platform or the hardware or software of any other person or entity;
You will not post any material on the HeyEveryone Platform that infringes or violates the intellectual property rights of another;
You will not alter, damage, or delete any content posted on the HeyEveryone Platform;
You will not claim a relationship with or speak for any business, association, or other organization for which You are not authorized to claim such a relationship;
You will not post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation; and
You will not post any Information which You know to be, or have reason to believe is, inaccurate or materially misleading.
You are prohibited from selling, trading or otherwise transferring Your HeyEveryone Platform account, any rights that run with the account, or any information therein to another party or charging anyone for access to any portion of the HeyEveryone Platform, or any information therein.
You are prohibited from registering or creating an account for any entity or individual other than Yourself, unless You are expressly authorized to create accounts on behalf of the entity or individual.
Third Party Applications
From time to time, HeyEveryone uses third party applications, content, websites, hardware, software, and services (the “Third Party Applications”), in providing the HeyEveryone Platform and services to You. Solely for these purposes, HeyEveryone will transmit certain data, including, but not limited to, user Login Credentials, contact data, email addresses, and other Personal Information to such Third Party Applications. We do not sell, share or rent Your Personal Information to Third Party Applications.
The Third Party Applications may be governed by the terms and conditions of use and privacy policies of the third party providers thereof, and Your use of the Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You agree to abide by the terms and conditions of use and privacy policies of such Third Party Applications. You understand and agree that HeyEveryone does not endorse and is not responsible or liable for the performance, design, function, features, or content of any Third Party Applications or for any transaction You may enter into with the provider of any such Third Party Applications. HeyEveryone hereby disclaims all liability for Your use of and any causes of action, losses, costs or other claims You may have relating to any such Third Party Applications.
Protection of the HeyEveryone Platform
You acknowledge that materials and functionality available within the HeyEveryone Platform are protected by copyrights, trademarks, service marks, patents, trade secrets and/or other proprietary rights (“Intellectual Property”) and are owned by HeyEveryone or its licensors. Except as HeyEveryone may expressly authorize in writing, You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the HeyEveryone Platform. All trademarks used within the HeyEveryone Platform are the property of their respective owners and are used by permission. Except with respect to your Personal Information, all Information on the HeyEveryone Platform are the proprietary property of HeyEveryone, and title to the Information and all intellectual property rights protecting the Information remains with HeyEveryone. You agree to take diligent and reasonable steps to keep the Information confidential and free from unauthorized access or use, and not to divulge, provide, or make the Information available to a third person, unless said person is under Your direct professional supervision. Further, You may not assign, convey, sublicense, or otherwise transfer this agreement or any right, license, or privilege to the Information to another party.
You agree not to copy, duplicate, download, or otherwise disseminate Information without the explicit written permission of HeyEveryone. You further agree not to modify or alter the physical or electronic characteristics of the Information, or any aspect of the HeyEveryone Platform’s electronic environment, and to not be party to any attempt to dismantle, reverse engineer, or electronically intrude into HeyEveryone’s proprietary systems.
Ownership and Processing
HeyEveryone offers functionality within the HeyEveryone Platform that will include the ability to provide us with Your Personal Information. You agree that HeyEveryone may collect, use and transfer Your Personal Information including Your Login Credentials and Registration Information subject to the terms of this Agreement and in accordance with HeyEveryone’s Privacy Policy, available at https://heyeveryone.io/privacy
You represent and warrant that You have all necessary rights in, and obtained all necessary consents to, any Personal Information You share with HeyEveryone or submit, transmit, store, via the HeyEveryone Platform, and to grant the HeyEveryone the rights granted under this Agreement.
HeyEveryone acknowledges and agrees that You retain all right, title, and interest in and to Your Information and that HeyEveryone will only Process Your Information to provide the HeyEveryone Platform to You or as required to comply with applicable law. Where HeyEveryone engages a subcontractor for carrying out Processing activities on Your behalf, materially equivalent information Processing restrictions as set out herein shall be imposed on that subcontractor. HeyEveryone shall not sell Your Information or otherwise disclose Your Information to a third party for monetary or other valuable consideration. Notwithstanding anything to the contrary in the Agreement, HeyEveryone may collect Benchmark Data and such Benchmark Data shall be the property of HeyEveryone. HeyEveryone shall have the right to use Benchmark Data to develop modifications, improvements, and enhancements to the HeyEveryone Platform.
Disclaimer of Warranties
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
YOUR USE OF THE HEYEVERYONE PLATFORM IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE HEYEVERYONE PLATFORM IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. HEYEVERYONE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED CONDITION OR WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. HEYEVERYONE MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE HEYEVERYONE PLATFORM, ANY CONTENT ON THE HEYEVERYONE PLATFORM, OR ANY THIRD PARTY APPLICATIONS.
HEYEVERYONE MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE HEYEVERYONE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HEYEVERYONE PLATFORM WILL BE ACCURATE OR RELIABLE OR ACHIEVE ANY PARTICULAR RESULT; (C) YOUR USE OF THE HEYEVERYONE PLATFORM, OR THE QUALITY OF ANY PRODUCTS, APPLICATIONS, HEYEVERYONE PLATFORM CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE HEYEVERYONE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS IN THE HEYEVERYONE PLATFORM WILL BE CORRECTED. IN PARTICULAR, THE HEYEVERYONE PLATFORM’S OPERATION MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. IN ADDITION TO THE OTHER DISCLAIMERS AND LIMITS OF LIABILITY SET FORTH HEREIN, HEYEVERYONE SPECIFICALLY DISCLAIMS ALL LIABILITY CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONALITY, FAILURE OF ACCESS, OR POOR USE CONDITIONS OF THE HEYEVERYONE PLATFORM FOR ANY REASON.
YOU ASSUME ALL RISK FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM USING THE HEYEVERYONE PLATFORM.
HEYEVERYONE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS LOGGING INTO OR REGISTERING TO USE THE HEYEVERYONE PLATFORM, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE HEYEVERYONE PLATFORM BY OTHER USERS; THEREFORE, HEYEVERYONE DISCLAIMS ALL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF INACCURATE INFORMATION, FRAUD, NEGLIGENCE, OR WILFUL MISCONDUCT THROUGH THE HEYEVERYONE PLATFORM, OR ANY OTHER INAPPROPRIATE USES OF THE HEYEVERYONE PLATFORM.
Limitation of Liability; Your Indemnification of Us
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEYEVERYONE, ITS EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, SERVICE PROVIDERS, LICENSORS, AGENTS, OR ANY OF THEIR HEIRS OR ASSIGNS (THE “HEYEVERYONE PARTIES”), SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, WRONGFUL DEATH, LOSS OF COMPANIONSHIP OR CONSORTIUM, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA) ARISING OUT OF OR IN CONNECTION WITH THE HEYEVERYONE PLATFORM OR ITS USE, EVEN IF HEYEVERYONE OR ANY OF THE OTHER HEYEVERYONE PARTIES HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION LOSSES OR DAMAGES ARISING IN WHOLE OR IN PART FROM: (A) THE USE OF OR THE INABILITY TO USE, OR THE MALFUNCTION OF THE HEYEVERYONE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE HEYEVERYONE PLATFORM; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON HEYEVERYONE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (D) HEYEVERYONE CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, RELY UPON, MODIFY OR DISTRIBUTE; (E) YOUR PURCHASE OF PRODUCTS OR SERVICES OF ANY KIND FROM ANY SOURCE VIA THE HEYEVERYONE PLATFORM; AND, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AS SET FORTH IN THIS PROVISION.
TO THE EXTENT ALLOWED BY LAW, HEYEVERYONE SHALL HAVE NO LIABILITY FOR UNAUTHORIZED THIRD-PARTY ACCESS TO, OR ALTERATION, THEFT, CORRUPTION OR DESTRUCTION OF, ANY INFORMATION CONTAINED ON THE HEYEVERYONE PLATFORM, WHETHER THROUGH NEGLIGENCE, ACCIDENT, OR CRIMINAL, FRAUDULENT OR OTHER WRONGFUL MEANS OR DEVICES.
IN ANY EVENT, THE TOTAL LIABILITY OF HEYEVERYONE TO YOU OR ANY OTHER USER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO AND SHALL IN NO EVENT EXCEED THE SUM OF THE GREATER OF ONE-HUNDRED DOLLARS ($100.00) OR, IN THE EVENT THAT YOUR DISPUTE OR CLAIM ARISES FROM YOUR PURCHASE OF PRODUCTS OR SERVICES, THE COST OF SUCH DISPUTED PRODUCTS OR SERVICES (I.E., THE AMOUNT YOU PAID TO HEYEVERYONE FOR SUCH PRODUCTS). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NON-INFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.
NOTE: SOME JURISDICTIONS EITHER LIMIT THE PERMISSIBLE SCOPE OF OR DO NOT ALLOW CERTAIN DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THIS AGREEMENT. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING HEREIN MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold HeyEveryone and the HeyEveryone Parties harmless from and against any and all claims, damages, costs, losses, and other liabilities, including without limitation reasonable attorney, expert witness, and other professional fees, arising from any claims, actions or demands that arise out of or relate to (or are alleged to arise out of or relate to): (a) Your use of the HeyEveryone Platform including Your provision of Personal Information or other materials or content to the HeyEveryone Platform; (b) Your violation of any provision of this Agreement or misuse of the HeyEveryone Platform; or (c) Your violation of any applicable law, rule, regulation, intellectual property or other third party rights in connection with Your use or misuse of the HeyEveryone Platform. HeyEveryone may in its sole discretion and at any time, even after commencement of the defense, assume control of the defense of any third party claim that is subject to indemnification by You. You agree to provide all reasonable cooperation and assistance in defense of such claims.
Termination of Service
HeyEveryone reserves the right, at our sole discretion, to terminate any and all access to the HeyEveryone Platform provided to You at any time without notice for any reason. HeyEveryone also reserves the right, at our sole discretion, to discontinue any service or modify any part of the HeyEveryone Platform. We provide without notice, at any time, and without liability. HeyEveryone reserves the right, at our sole discretion, to terminate services provided to You, access to any and all parts of the HeyEveryone Platform, and to deactivate Your HeyEveryone Account Login Credentials. We shall not be liable to You or any third party if We terminate Your account, and You agree to hold Us harmless and indemnify Us from any third party claims arising from the termination of Your account, except as may be required by applicable law, and no refunds or compensation of any sort will be granted to You if We terminate Your account. You agree that any material breach of this Agreement will result in irreparable harm to HeyEveryone for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, HeyEveryone will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if HeyEveryone seeks such an injunction.
Advertisements and Promotions
HeyEveryone may conduct advertising campaigns and promotions itself or on behalf of third parties on the HeyEveryone Platform. Your correspondence or business dealings with, or participation in promotions of, advertisers other than HeyEveryone found on or through the HeyEveryone Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such third party. HeyEveryone is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-HeyEveryone advertisers on the HeyEveryone Platform.
Controlling Law; Venue; Service of Process
This Agreement, and any disputes arising from, relating to, or touching upon the Agreement and/or the subject-matter hereof, shall be construed under and governed by the law of the State of Delaware. All contracts resulting from or relating to this Platform, including this Agreement, as well as all information and advice provided in the HeyEveryone Platform, shall be deemed to have been formed, entered into, executed, and/or given/communicated in the State of Delaware.
Any dispute arising out of or related to this Agreement or the subject-matter hereof, shall exclusively be brought or commenced, if at all, only in the courts located in Dover, Delaware. By accessing and using the HeyEveryone Platform, You (and any person or entity on whose behalf You act) hereby agree and consent to the exclusive jurisdiction and venue of any state or federal court located in Dover, Delaware and You hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. You (and any person or entity on whose behalf You act) agree to service of process for any claim arising out of or related to this Agreement via a national private carrier (e.g., FedEx, UPS), and hereby waive personal service.
Entire Agreement
This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the HeyEveryone Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the HeyEveryone Platform.
No Third Party Beneficiaries
This Agreement is solely for the benefit of the parties, the HeyEveryone Parties, and their respective successors and assigns, and shall not be enforceable by or otherwise be interpreted in such a way as to create any third party beneficiary rights in any third party.
Updates
WE MAY FROM TIME TO TIME AMEND, SUPPLEMENT OR MODIFY THE AGREEMENT. IF WE MAKE MATERIAL CHANGES TO THE AGREEMENT, WE WILL POST AN UPDATED VERSION OF THE AGREEMENT OR COMMUNICATE NOTICE OF THE CHANGES TO YOU IN SOME OTHER MANNER. NOTWITHSTANDING THE FOREGOING, IT IS YOUR RESPONSIBILITY TO CHECK THE AGREEMENT PERIODICALLY FOR CHANGES.
You can review the most current version of this Agreement at any time at https://heyeveryone.io/terms. The revised terms and conditions will become effective upon posting, and if You use the HeyEveryone Platform after that date, Your use will constitute acceptance of the revised terms and conditions. If any change to this Agreement is not acceptable to You, Your only remedy is to stop accessing and using the HeyEveryone Platform.
Time Limit to Bring Claims
To the extent permitted by applicable law, all claims against HeyEveryone or the HeyEveryone Parties arising out of this Agreement shall be filed within one (1) year of the date on which the event(s) first giving rise to the claim arose, and any claims not brought within such one year limits shall be permanently barred.
BY CLICKING THE "AGREE" BUTTON/ DOWNLOADING/ INSTALLING/USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD/ INSTALL/USE THE APPLICATION AND DELETE IT FROM YOUR DEVICE.
If You are entering into this Agreement on behalf of a company, business or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use the Platform.
We reserve the right to modify this Agreement at any time. All changes will be effective immediately upon posting to heyeveryone.io. By accessing or using our website after changes are posted you agree to those changes. Material changes will be conspicuously posted to the Website or otherwise communicated to you.
Definitions
“Information” means the records, data, and other information submitted by You to the HeyEveryone Website, including, without limitation, investor updates, financial statements, fundraising information, pitch decks, images, photographs, documents, and spreadsheets.
“HeyEveryone” means the HeyEveryone website (at https://app.heyeveryone.io and https://heyeveryone.io), including all websites and all devices, applications or services that We operate or offer that link to these Terms of Service, pages within each such website, device, application or service, any equivalent, mirror, replacement, substitute or backup website, device, application or service, and pages that are associated with each such website, device, application or service, and any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, computer programs, user manuals, on-line documentation, products or other technology and materials of any kind, or any enhancement thereto, used by HeyEveryone in connection with the HeyEveryone portal or made available by HeyEveryone to You, through the HeyEveryone portal.
“Personal Information” means Information that identifies or is capable of identifying a specific individual, such as a person’s name, address, email address, payment card information, and personal usage data related to Your use of the HeyEveryone Platform.
“Process” means any operation or set of operations that are performed on Information, including Personal Information, including, without limitation, collecting, recording, organizing, storing, adapting or altering, amending, retrieving, using, disclosing or otherwise making available, erasing, or destroying.
“Benchmark Data” means statistical, system, usage, and configuration data derived from Your use of the HeyEveryone Platform that: (i) is either aggregated, de-identified, or anonymized and does not specifically identify You or Your customers.
License Grant
Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, HeyEveryone hereby grants to You a revocable, nonexclusive, nontransferable, limited license during the term of this License to access and use the HeyEveryone Platform for Your internal business purposes only and in accordance with the terms of this Agreement.
The HeyEveryone Platform is made available to You as a hosted service, and HeyEveryone hosts and retains physical control over the HeyEveryone Platform and only makes it available for access and use by You over the Internet through a Web-browser (e.g., Safari, Google Chrome, Internet Explorer, etc). Nothing in this Agreement obligates HeyEveryone to deliver or make available any copies of computer programs or code from the HeyEveryone Platform to You, whether in object code or source code form.
You shall be responsible for obtaining and purchasing all equipment, Internet access services, modifying its network, and doing all other things necessary in order to use the HeyEveryone Platform.
Purchasing and Cancellation
You may purchase services and access to the HeyEveryone Platform either online or through the use of an order form, depending on whether You are purchasing services and access to the HeyEveryone Platform as an individual or enterprise. You represent and warrant that You have all necessary rights to use any payment card (e.g. credit card) or other means of payment that You provide to Us.
You are responsible for providing truthful and accurate billing information, and false or inaccurate information is a breach of this Agreement and may result in cancellation of your purchase or termination of access to the HeyEveryone Platform. HeyEveryone reserves the right to refuse or cancel an order for any reason
HeyEveryone may request a pre-authorization for some orders placed online with a credit or debit card. This pre-authorization will not be billed to You; however, your card issuer may hold this amount for a short period. Your card issuer determines the length of time the pre-authorization is held. Pre-authorization may be performed to ensure that the card details are still valid and that You have sufficient funds to complete the transaction.
By confirming your purchase at the end of the checkout process, You agree to accept and pay for any services, products, or access to the HeyEveryone Platform, as well as all applicable taxes.
You may cancel Your Account in accordance with your plan, agreement or order form.
Your HeyEveryone Account
To use the HeyEveryone Platform, You must register for an account, and will either select or will be issued a username or similar identifier such as a unique number and password or pin (“Login Credentials”). You are responsible for safeguarding Your Login Credentials. You, and not HeyEveryone, are responsible for any activity occurring through Your Login Credentials, whether or not You authorized such activity. If You become aware of any unauthorized access through Your Login Credentials, You agree to notify HeyEveryone immediately. Your Login Credentials may not be shared and may only be used by You.
You agree to provide Us with accurate and complete information required to register for the HeyEveryone Platform and at other times as required in connection with using the HeyEveryone Platform (“Registration Information”). You agree, at all times, to: (a) provide current, complete, true and accurate Registration Information; (b) maintain and update your Registration Information as required to keep it current, complete and accurate; and (c) provide additional information about You and your organization which is pertinent to your use of the HeyEveryone Platform, as may be requested by HeyEveryone from time to time.
You shall authorize access to and assign unique passwords and user names to Your end users of the HeyEveryone Platform (“Client Accounts”). You shall be responsible for any activity occurring through the Client Accounts, including unauthorized activity. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the HeyEveryone Platform and shall promptly notify Us in the event of any unauthorized access or use of the HeyEveryone Platform and any loss or theft or unauthorized use of any of the Client Accounts. You shall comply with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to Your use of the HeyEveryone Platform, including without limitation those related to privacy, electronic communications, and anti-spam legislation.
You acknowledge and agree that We may send You information and notices regarding our services by email or through other means. You acknowledge and agree that We shall have no liability associated with or arising from Your failure to maintain accurate contact or other information, including, but not limited to, Your failure to receive critical information about the HeyEveryone Platform. You acknowledge, consent and agree that We may access, preserve, and disclose Your registration and any other information You provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to Your requests for customer service; or (e) protect the rights, property, or personal safety of HeyEveryone, its Users and the public.
Proper Use of the HeyEveryone Platform
Certain parts of the HeyEveryone Platform may enable You to provide Information to the HeyEveryone Platform. You shall not upload or transmit to the HeyEveryone Platform any copyrighted or other proprietary materials without permission from the owner or any licensee with authorization to allow public display of such material and such other rights as are necessary to use the materials as they are used with the HeyEveryone Platform. You shall be solely responsible for any damages resulting from provision of these materials, and for obtaining all rights from their owners or licensors.
By using the HeyEveryone Platform, You further agree that:
You will use the HeyEveryone Platform in strict accordance with all terms and conditions of this Agreement;
You will comply with and refrain from violating applicable laws, including, but not limited international, federal, state or local privacy laws;
You will not post or transmit any content that is unlawful, threatening, libelous, harassing, defamatory, vulgar, obscene, pornographic, profane, invasive of another’s privacy, or otherwise objectionable content;
You will not use the HeyEveryone Platform to commit a criminal offense or to encourage others to conduct what would constitute a criminal offense or give rise to any civil liability;
You will not use the HeyEveryone Platform to impersonate other persons or entities;
You will not use the HeyEveryone Platform to upload any content that contains a software virus, “Trojan Horse” or any other computer code, files, or programs that may alter, damage, or interrupt the functionality of the HeyEveryone Platform or the hardware or software of any other person or entity;
You will not post any material on the HeyEveryone Platform that infringes or violates the intellectual property rights of another;
You will not alter, damage, or delete any content posted on the HeyEveryone Platform;
You will not claim a relationship with or speak for any business, association, or other organization for which You are not authorized to claim such a relationship;
You will not post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation; and
You will not post any Information which You know to be, or have reason to believe is, inaccurate or materially misleading.
You are prohibited from selling, trading or otherwise transferring Your HeyEveryone Platform account, any rights that run with the account, or any information therein to another party or charging anyone for access to any portion of the HeyEveryone Platform, or any information therein.
You are prohibited from registering or creating an account for any entity or individual other than Yourself, unless You are expressly authorized to create accounts on behalf of the entity or individual.
Third Party Applications
From time to time, HeyEveryone uses third party applications, content, websites, hardware, software, and services (the “Third Party Applications”), in providing the HeyEveryone Platform and services to You. Solely for these purposes, HeyEveryone will transmit certain data, including, but not limited to, user Login Credentials, contact data, email addresses, and other Personal Information to such Third Party Applications. We do not sell, share or rent Your Personal Information to Third Party Applications.
The Third Party Applications may be governed by the terms and conditions of use and privacy policies of the third party providers thereof, and Your use of the Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You agree to abide by the terms and conditions of use and privacy policies of such Third Party Applications. You understand and agree that HeyEveryone does not endorse and is not responsible or liable for the performance, design, function, features, or content of any Third Party Applications or for any transaction You may enter into with the provider of any such Third Party Applications. HeyEveryone hereby disclaims all liability for Your use of and any causes of action, losses, costs or other claims You may have relating to any such Third Party Applications.
Protection of the HeyEveryone Platform
You acknowledge that materials and functionality available within the HeyEveryone Platform are protected by copyrights, trademarks, service marks, patents, trade secrets and/or other proprietary rights (“Intellectual Property”) and are owned by HeyEveryone or its licensors. Except as HeyEveryone may expressly authorize in writing, You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the HeyEveryone Platform. All trademarks used within the HeyEveryone Platform are the property of their respective owners and are used by permission. Except with respect to your Personal Information, all Information on the HeyEveryone Platform are the proprietary property of HeyEveryone, and title to the Information and all intellectual property rights protecting the Information remains with HeyEveryone. You agree to take diligent and reasonable steps to keep the Information confidential and free from unauthorized access or use, and not to divulge, provide, or make the Information available to a third person, unless said person is under Your direct professional supervision. Further, You may not assign, convey, sublicense, or otherwise transfer this agreement or any right, license, or privilege to the Information to another party.
You agree not to copy, duplicate, download, or otherwise disseminate Information without the explicit written permission of HeyEveryone. You further agree not to modify or alter the physical or electronic characteristics of the Information, or any aspect of the HeyEveryone Platform’s electronic environment, and to not be party to any attempt to dismantle, reverse engineer, or electronically intrude into HeyEveryone’s proprietary systems.
Ownership and Processing
HeyEveryone offers functionality within the HeyEveryone Platform that will include the ability to provide us with Your Personal Information. You agree that HeyEveryone may collect, use and transfer Your Personal Information including Your Login Credentials and Registration Information subject to the terms of this Agreement and in accordance with HeyEveryone’s Privacy Policy, available at https://heyeveryone.io/privacy
You represent and warrant that You have all necessary rights in, and obtained all necessary consents to, any Personal Information You share with HeyEveryone or submit, transmit, store, via the HeyEveryone Platform, and to grant the HeyEveryone the rights granted under this Agreement.
HeyEveryone acknowledges and agrees that You retain all right, title, and interest in and to Your Information and that HeyEveryone will only Process Your Information to provide the HeyEveryone Platform to You or as required to comply with applicable law. Where HeyEveryone engages a subcontractor for carrying out Processing activities on Your behalf, materially equivalent information Processing restrictions as set out herein shall be imposed on that subcontractor. HeyEveryone shall not sell Your Information or otherwise disclose Your Information to a third party for monetary or other valuable consideration. Notwithstanding anything to the contrary in the Agreement, HeyEveryone may collect Benchmark Data and such Benchmark Data shall be the property of HeyEveryone. HeyEveryone shall have the right to use Benchmark Data to develop modifications, improvements, and enhancements to the HeyEveryone Platform.
Disclaimer of Warranties
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
YOUR USE OF THE HEYEVERYONE PLATFORM IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE HEYEVERYONE PLATFORM IS PROVIDED ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. HEYEVERYONE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED CONDITION OR WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. HEYEVERYONE MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE HEYEVERYONE PLATFORM, ANY CONTENT ON THE HEYEVERYONE PLATFORM, OR ANY THIRD PARTY APPLICATIONS.
HEYEVERYONE MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE HEYEVERYONE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HEYEVERYONE PLATFORM WILL BE ACCURATE OR RELIABLE OR ACHIEVE ANY PARTICULAR RESULT; (C) YOUR USE OF THE HEYEVERYONE PLATFORM, OR THE QUALITY OF ANY PRODUCTS, APPLICATIONS, HEYEVERYONE PLATFORM CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE HEYEVERYONE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS IN THE HEYEVERYONE PLATFORM WILL BE CORRECTED. IN PARTICULAR, THE HEYEVERYONE PLATFORM’S OPERATION MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. IN ADDITION TO THE OTHER DISCLAIMERS AND LIMITS OF LIABILITY SET FORTH HEREIN, HEYEVERYONE SPECIFICALLY DISCLAIMS ALL LIABILITY CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONALITY, FAILURE OF ACCESS, OR POOR USE CONDITIONS OF THE HEYEVERYONE PLATFORM FOR ANY REASON.
YOU ASSUME ALL RISK FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM USING THE HEYEVERYONE PLATFORM.
HEYEVERYONE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS LOGGING INTO OR REGISTERING TO USE THE HEYEVERYONE PLATFORM, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE HEYEVERYONE PLATFORM BY OTHER USERS; THEREFORE, HEYEVERYONE DISCLAIMS ALL LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF INACCURATE INFORMATION, FRAUD, NEGLIGENCE, OR WILFUL MISCONDUCT THROUGH THE HEYEVERYONE PLATFORM, OR ANY OTHER INAPPROPRIATE USES OF THE HEYEVERYONE PLATFORM.
Limitation of Liability; Your Indemnification of Us
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEYEVERYONE, ITS EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, SERVICE PROVIDERS, LICENSORS, AGENTS, OR ANY OF THEIR HEIRS OR ASSIGNS (THE “HEYEVERYONE PARTIES”), SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, WRONGFUL DEATH, LOSS OF COMPANIONSHIP OR CONSORTIUM, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA) ARISING OUT OF OR IN CONNECTION WITH THE HEYEVERYONE PLATFORM OR ITS USE, EVEN IF HEYEVERYONE OR ANY OF THE OTHER HEYEVERYONE PARTIES HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION LOSSES OR DAMAGES ARISING IN WHOLE OR IN PART FROM: (A) THE USE OF OR THE INABILITY TO USE, OR THE MALFUNCTION OF THE HEYEVERYONE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE HEYEVERYONE PLATFORM; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON HEYEVERYONE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (D) HEYEVERYONE CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, RELY UPON, MODIFY OR DISTRIBUTE; (E) YOUR PURCHASE OF PRODUCTS OR SERVICES OF ANY KIND FROM ANY SOURCE VIA THE HEYEVERYONE PLATFORM; AND, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AS SET FORTH IN THIS PROVISION.
TO THE EXTENT ALLOWED BY LAW, HEYEVERYONE SHALL HAVE NO LIABILITY FOR UNAUTHORIZED THIRD-PARTY ACCESS TO, OR ALTERATION, THEFT, CORRUPTION OR DESTRUCTION OF, ANY INFORMATION CONTAINED ON THE HEYEVERYONE PLATFORM, WHETHER THROUGH NEGLIGENCE, ACCIDENT, OR CRIMINAL, FRAUDULENT OR OTHER WRONGFUL MEANS OR DEVICES.
IN ANY EVENT, THE TOTAL LIABILITY OF HEYEVERYONE TO YOU OR ANY OTHER USER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO AND SHALL IN NO EVENT EXCEED THE SUM OF THE GREATER OF ONE-HUNDRED DOLLARS ($100.00) OR, IN THE EVENT THAT YOUR DISPUTE OR CLAIM ARISES FROM YOUR PURCHASE OF PRODUCTS OR SERVICES, THE COST OF SUCH DISPUTED PRODUCTS OR SERVICES (I.E., THE AMOUNT YOU PAID TO HEYEVERYONE FOR SUCH PRODUCTS). THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, NON-INFRINGEMENT, AND OTHER CAUSES OF ACTION OR ALLEGATIONS.
NOTE: SOME JURISDICTIONS EITHER LIMIT THE PERMISSIBLE SCOPE OF OR DO NOT ALLOW CERTAIN DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THIS AGREEMENT. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING HEREIN MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold HeyEveryone and the HeyEveryone Parties harmless from and against any and all claims, damages, costs, losses, and other liabilities, including without limitation reasonable attorney, expert witness, and other professional fees, arising from any claims, actions or demands that arise out of or relate to (or are alleged to arise out of or relate to): (a) Your use of the HeyEveryone Platform including Your provision of Personal Information or other materials or content to the HeyEveryone Platform; (b) Your violation of any provision of this Agreement or misuse of the HeyEveryone Platform; or (c) Your violation of any applicable law, rule, regulation, intellectual property or other third party rights in connection with Your use or misuse of the HeyEveryone Platform. HeyEveryone may in its sole discretion and at any time, even after commencement of the defense, assume control of the defense of any third party claim that is subject to indemnification by You. You agree to provide all reasonable cooperation and assistance in defense of such claims.
Termination of Service
HeyEveryone reserves the right, at our sole discretion, to terminate any and all access to the HeyEveryone Platform provided to You at any time without notice for any reason. HeyEveryone also reserves the right, at our sole discretion, to discontinue any service or modify any part of the HeyEveryone Platform. We provide without notice, at any time, and without liability. HeyEveryone reserves the right, at our sole discretion, to terminate services provided to You, access to any and all parts of the HeyEveryone Platform, and to deactivate Your HeyEveryone Account Login Credentials. We shall not be liable to You or any third party if We terminate Your account, and You agree to hold Us harmless and indemnify Us from any third party claims arising from the termination of Your account, except as may be required by applicable law, and no refunds or compensation of any sort will be granted to You if We terminate Your account. You agree that any material breach of this Agreement will result in irreparable harm to HeyEveryone for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, HeyEveryone will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if HeyEveryone seeks such an injunction.
Advertisements and Promotions
HeyEveryone may conduct advertising campaigns and promotions itself or on behalf of third parties on the HeyEveryone Platform. Your correspondence or business dealings with, or participation in promotions of, advertisers other than HeyEveryone found on or through the HeyEveryone Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such third party. HeyEveryone is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-HeyEveryone advertisers on the HeyEveryone Platform.
Controlling Law; Venue; Service of Process
This Agreement, and any disputes arising from, relating to, or touching upon the Agreement and/or the subject-matter hereof, shall be construed under and governed by the law of the State of Delaware. All contracts resulting from or relating to this Platform, including this Agreement, as well as all information and advice provided in the HeyEveryone Platform, shall be deemed to have been formed, entered into, executed, and/or given/communicated in the State of Delaware.
Any dispute arising out of or related to this Agreement or the subject-matter hereof, shall exclusively be brought or commenced, if at all, only in the courts located in Dover, Delaware. By accessing and using the HeyEveryone Platform, You (and any person or entity on whose behalf You act) hereby agree and consent to the exclusive jurisdiction and venue of any state or federal court located in Dover, Delaware and You hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. You (and any person or entity on whose behalf You act) agree to service of process for any claim arising out of or related to this Agreement via a national private carrier (e.g., FedEx, UPS), and hereby waive personal service.
Entire Agreement
This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the HeyEveryone Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the HeyEveryone Platform.
No Third Party Beneficiaries
This Agreement is solely for the benefit of the parties, the HeyEveryone Parties, and their respective successors and assigns, and shall not be enforceable by or otherwise be interpreted in such a way as to create any third party beneficiary rights in any third party.
Updates
WE MAY FROM TIME TO TIME AMEND, SUPPLEMENT OR MODIFY THE AGREEMENT. IF WE MAKE MATERIAL CHANGES TO THE AGREEMENT, WE WILL POST AN UPDATED VERSION OF THE AGREEMENT OR COMMUNICATE NOTICE OF THE CHANGES TO YOU IN SOME OTHER MANNER. NOTWITHSTANDING THE FOREGOING, IT IS YOUR RESPONSIBILITY TO CHECK THE AGREEMENT PERIODICALLY FOR CHANGES.
You can review the most current version of this Agreement at any time at https://heyeveryone.io/terms. The revised terms and conditions will become effective upon posting, and if You use the HeyEveryone Platform after that date, Your use will constitute acceptance of the revised terms and conditions. If any change to this Agreement is not acceptable to You, Your only remedy is to stop accessing and using the HeyEveryone Platform.
Time Limit to Bring Claims
To the extent permitted by applicable law, all claims against HeyEveryone or the HeyEveryone Parties arising out of this Agreement shall be filed within one (1) year of the date on which the event(s) first giving rise to the claim arose, and any claims not brought within such one year limits shall be permanently barred.