You and the Site
agree that we may access, store, process, and use any information and personal data that you provide
following the terms of the Privacy Policy and your choices (including settings).
By submitting
suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for
any purpose without compensation to you.
We do not assert
any ownership over your Contributions. You retain full ownership of all of your Contributions and any
intellectual property rights or other proprietary rights associated with your Contributions. We are not
liable for any statements or representations in your Contributions provided by you in any area on the
Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate
us from any and all responsibility and to refrain from any legal action against us regarding your
Contributions.
You acknowledge
and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the
Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We
shall own exclusive rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise,
without acknowledgment or compensation to you. You hereby waive all moral rights to any such
Submissions, and you hereby warrant that any such Submissions are original with you or that you have the
right to submit such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY
WEBSITES AND CONTENT
The
Site may contain (or you may be sent via the Site) links to other websites ("Third-Party
Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound,
video, information, applications, software, and other content or items belonging to or
originating from third parties ("Third-Party Content"). Such Third-Party Websites and
Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness,
or completeness by us, and we are not responsible for any Third-Party Websites accessed through
the Site or any Third-Party Content posted on, available through, or installed from the Site,
including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or
other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion
of, linking to, or permitting the use or installation of any Third-Party Websites or any
Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave
the Site and access the Third-Party Websites or to use or install any Third-Party Content, you
do so at your own risk, and you should be aware these Terms of Use no longer govern. You should
review the applicable terms and policies, including privacy and data gathering practices, of any
website to which you navigate from the Site or relating to any applications you use or install
from the Site. Any purchases you make through Third-Party Websites will be through other
websites and from other companies, and we take no responsibility whatsoever in relation to such
purchases which are exclusively between you and the applicable third party. You agree and
acknowledge that we do not endorse the products or services offered on Third-Party Websites and
you shall hold us harmless from any harm caused by your purchase of such products or services.
Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you
relating to or resulting in any way from any Third-Party Content or any contact with Third-Party
Websites.
Our
services are “commercial items” as defined in Federal
Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on
behalf of any agency not within the Department of Defense (“DOD”), our services
are subject to the terms of these Terms of Use in accordance with FAR 12.212
(for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on
behalf of any agency within the Department of Defense, our services are subject
to the terms of these Terms of Use in accordance with Defense Federal
Acquisition Regulation (“DFARS”) 227.7202‑3.
In addition, DFARS 252.227‑7015
applies to technical data acquired
by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes,
any other FAR, DFARS, or other clause or provision that addresses government
rights in computer software or technical data under these Terms of Use.
We reserve the
right, but not the obligation, to: (1) monitor the Site for violations of
these Terms of Use; (2) take appropriate legal action against anyone who, in
our sole discretion, violates the law or these Terms of Use, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Site or otherwise
disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper
functioning of the Site.
We care about data
privacy and security. By using the Site, you agree to be bound by our Privacy Policy posted on
the Site, which is incorporated into these Terms of Use. Please be advised the Site is hosted
in
the United States
. If you access the Site from any other region of the world with laws or other
requirements governing personal data collection, use, or disclosure that differ from
applicable laws in
the United States
, then through your continued use of the Site, you are transferring your data to
the United States
, and you agree to have your data transferred to and processed in
the United States
.
These Terms of
Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION
OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY,
DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY
REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR
USE OR PARTICIPATION IN THE SITE OR DELETE
YOUR
ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If
we terminate
or suspend 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, we reserve the right to
take appropriate legal action, including without limitation pursuing civil,
criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the
right to change, modify, or remove the contents of the Site at any time or for any reason at our sole
discretion without notice. However, we have no obligation to update any information on our Site. We also
reserve the right to modify or discontinue all or part of the Site without notice at any time. We will
not be liable to you or any third party for any modification, price change, suspension, or
discontinuance of the Site.
We cannot
guarantee
the Site will be available at all times. We may experience hardware, software,
or other problems or need to perform maintenance related to the Site, resulting
in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend, discontinue, or otherwise
modify the Site at any time or for any reason without notice to you. You agree that we have no liability
whatsoever for any loss, damage, or inconvenience caused by your inability to
access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use
will be
construed to obligate us to maintain and support the Site or to supply any
corrections, updates, or releases in connection therewith.
These Terms of
Use and your use of the Site are governed by and construed in accordance with the laws of
the State
of
New York
applicable to
agreements made and to be entirely performed within
the State of
New York
, without regard to its conflict of law principles.
If the Parties are unable to resolve a Dispute through
informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and
exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE
RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the
Commercial Arbitration 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 shall be governed by the AAA Consumer Rules and, where
appropriate, limited by the AAA Consumer Rules.
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
either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the
arbitration will take place in
New York,
New York
. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay
proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the
arbitrator.
If for any reason, a Dispute proceeds in
court rather than arbitration, the Dispute shall be commenced or prosecuted in the
state and federal courts located
in
New York,
New York
, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction,
and forum non conveniens with respect to venue and jurisdiction in such
state and federal courts
. Application of the United Nations Convention on Contracts for the International Sale of Goods and the
Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
In no event shall any
Dispute brought by either Party related in any way to the Site be commenced more than
one (1) years after the cause of action arose. If this
provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute
falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be
decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties
agree to submit to the personal jurisdiction of that court.
Restrictions
The
Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full
extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or
authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c)
there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of
the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes
are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or
protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any
claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will
elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed
for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
CORRECTIONS
There
may be information on the Site that contains typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the Site at any time, without prior
notice.
DISCLAIMER
THE SITE
IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT
YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS
ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE
WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
(2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE
SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR
FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY,
AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS
A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT
WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD
PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR
OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. 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.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR
DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER
DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO
THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US
DURING THE
SIX (6)
MONTH
PERIOD PRIOR TO ANY CAUSE OF ACTION
ARISING
OR
$2,400.00 USD
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON
IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO
YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE
ADDITIONAL RIGHTS.
INDEMNIFICATION
You
agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our
respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or
demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and
warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not
limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom
you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the
exclusive defense and control of any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any
such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
USER DATA
We will
maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as
well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely
responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You
agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any
right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting
the Site, sending us emails, and
completing online forms constitute electronic communications. You consent to receive electronic communications,
and you agree that all agreements, notices, disclosures, and other communications we provide to you
electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC
DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You
hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any
jurisdiction which require an original signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any
complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of
Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These
Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the
entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision
of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the
fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time.
We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond
our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be
unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of
Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture,
partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use
of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack
of signing by the parties hereto to execute these Terms of Use.
CONTACT US
In
order to resolve a
complaint regarding the Site or to receive further information regarding use of the Site, please contact us
at:
Helios CRM, Inc.
99 Wall St
Ste 5080
New York
, NY
10005
United States
Phone: (+1)3474088408
hey@sendhelios.com