Please read these Terms of Use (these “Terms”) completely and carefully. The Service includes all products, software, and services offered via the Website or otherwise, including third-party services (collectively, the “Service”), but does not include any service provided by Third-Party Services. We reserve the right, at any time and without prior notice, to discontinue or change any aspect of the Service.
The Service may provide access to or be accessible from third-party websites, platforms, applications, content, or other services that are not owned, controlled, or operated by the Company (collectively, “Third-Party Services“). The Company disclaims any and all liability for or control over Third-Party Services, including, but not limited to, Third-Party Service actions, content, operations, policies, terms of use, or otherwise. Your conduct in connection with any Third-Party Services is subject to the terms of use of such Third-Party Services, for which you are solely responsible for following.
In addition to the Terms of Use set out herein, the Service also incorporates by reference and as if set forth fully herein, the Company’s Privacy Policy, found at https://heureker.com/privacy-policy/ (“Privacy Policy“).
Eligibility
You acknowledge and affirm the following:
- If acting as an individual on your own behalf, you are the age of majority in your jurisdiction of residence or an emancipated minor under its laws.
- If acting as an individual on behalf of another person or people, such individual(s) is the age of majority in both your jurisdiction of residence or an emancipated minor under its laws and his/her/their jurisdiction of residence or an emancipated minor under its laws.
- If acting on behalf of a business or other entity, the business or other entity is qualified to do business in the United States, and you are authorized to bind the business or other entity to these Terms of Use.
Regardless of whether you are acting as an individual or on behalf of a business or other entity, you acknowledge and affirm that you are fully able and competent to enter into and agree to abide by and comply with these Terms of Use.
Member Account
The Company may require users of the Service (“Users“) to create a member account to access the Services. If you create a member account, you must provide accurate and complete information.
You shall not access or use another User’s account without the Company’s and such User’s prior written permission, nor shall you permit others to use your account without the Company’s or your prior written permission. You are solely responsible for your actions and the actions of anyone who accesses or uses your account, whether authorized or unauthorized.
You shall notify us immediately at team@heureker.com of any unauthorized access or use of your account. Although the Company shall not be liable for any losses you may sustain as a result of any unauthorized access or use of your account, you may be liable for losses that the Company or others sustain due to such unauthorized access or use.
You acknowledge and agree that the Company may, without incurring any liability to you, access, use, preserve, and/or disclose your account information and content to law enforcement authorities, government officials, and/or a third party as reasonably necessary to:
- Comply with the law.
- Investigate and enforce compliance with these Terms of Use.
- Detect, prevent, or otherwise address security, fraud, or technical issues.
- Protect the rights, property, or safety of the Company, Users, third parties (including Third-Party Services), or the public, as required or permitted by law.
Permissions and Restrictions
The Company grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to access, test, and use the Service, provided that:
- You access and use the Service lawfully and as intended by the Company, and not for any impermissible, illegal, or illicit purpose.
- You do not copy, distribute, or disclose any part of the Service without the Company’s prior written permission.
- You do not alter or modify any part of the Service in any way, including reverse engineering, decompiling, disassembling, or modifying any Service source or object code or any software or other products, services, or processes accessible through the Service.
- You do not use the Service for commercial purposes without the Company’s prior written approval, such as selling accesses to the Service or selling advertising, sponsorships, or promotions placed on, within, or accessible through the Service.
- You do not gather, collect, or harvest any personally identifiable information from the Service.
- You do not engage in any theft, misuse, misappropriation, or infringement of intellectual property.
- You do not upload or store any programs or material that contains viruses or any other computer code, files, or programs designed to harm, interfere, or limit the normal operation of the Service or track Service users or activities.
- You do not interfere with or disrupt the Service, attempt unauthorized access or monitoring of data or traffic, or compromise the system integrity or security.
- You comply with all applicable laws.
Paid Services
Certain aspects of the Service may be provided for a fee or other charge. If you choose to use paid aspects of the Service, you agree to the terms of sale, pricing, payment, and billing policies applicable to such fees and charges, as posted in these Terms of Use or otherwise linked herein. The Company may add new services for additional fees and charges, or amend fees and charges for existing services, at any time, in its sole discretion, and without prior notice.
You acknowledge and agree that your subscription term shall automatically renew for additional successive terms equal to the period of your initial term, unless you provide the Company with notice of your intent not to renew your subscription at least thirty (30) days prior to the end of the then-current subscription term.
In the event you cancel your subscription, you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else, unless cancellation is your only option given by us as a result of changed material conditions during a term for which you have already paid. Otherwise, you acknowledge and agree that you shall be responsible for paying all fees due for the full term of your subscription, whether or not you cancel such subscription prior to the end of such term.
You shall pay each invoice issued by the Company by the applicable due date and in the currency specified by the Company. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.
Software
You acknowledge and agree that the Company and/or its licensors own all legal right, title, and interest in and to the Service, including the Software. The Software refers to the graphics, user interface, scripts, and software used to implement the Service, as well as any software provided to you as part of or in connection with the Service. The Company owns all intellectual property rights in the Software, whether registered or not, including copyrights.
As part of the Service, you may receive updates to the Software, which may be automatically downloaded and installed on your device or computer. These updates may include bug fixes, feature enhancements, improvements, or new versions of the Software. You agree to receive and install these updates as required.
Customer Sites and Content
The license granted to you allows you to link the Service only on websites owned, operated, and controlled by you (“Customer Sites”).
As an account holder, you may submit Content to the Service. Content refers to the text, software, files, scripts, graphics, photos, logos, sounds, music, videos, interactive features, user comments, information, and other materials that you upload, copy, or submit in connection with your use of the Service.
By submitting any Content, you represent and warrant that:
- You are the sole author and owner of the Content.
- You own the intellectual property rights to the Content.
- The Content is accurate and lawful.
- You have all necessary rights to submit the Content and grant the Company rights to use the Content without infringing any third-party rights.
Upon the Company’s request, you may need to provide documentation to authenticate your rights to any Content and verify your compliance with these Terms of Use. The Company reserves the right to determine the appropriateness of Content and may remove Content without prior notice.
Any Content you submit will be treated as non-confidential and non-proprietary. By submitting Content, you acknowledge and agree that the Company has the right to use, copy, distribute, reproduce, disclose, sell, sublicense, display, perform, transmit, publish, broadcast, translate, create derivative works, and otherwise exploit your Content at its sole discretion. The Company does not assume any obligation to you or any third party regarding the confidentiality of your Content. The Company does not endorse any Content uploaded by Users and disclaims any liability associated with such Content.
Suspension, Termination, and Changed Terms
The Company reserves the right to suspend or terminate a member account or a User’s access to the Service at any time without prior notice. The Company may also remove any Content at its sole discretion.
Upon suspension of a member account, the account will remain suspended until the Company provides written notice that the suspension has been lifted. During the suspension, you will be unable to access or use any part of the Service that requires a member account. Upon termination of a member account, all access to the account and the Service associated with the account, including account information and Content, will be terminated. The Company may delete member account information and data stored in or as part of your account(s) after a period of time without obligation or liability.
Termination or suspension of your access to the Service does not release you from your obligations to the Company under these Terms. The terms that survive termination or suspension will remain applicable.
Warranty Disclaimer
You agree that your use of the Service is at your sole risk. The Company, its affiliates, and licensors disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or misappropriation of intellectual property rights of third parties. The Service is provided “as is,” “as available,” and “with all faults.”
Limitation of Liability
The Company, its affiliates, officers, directors, employees, agents, suppliers, distributors, and licensors shall not be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages resulting from your access to or use of the Service, whether based on warranty, contract, tort, or any other legal theory. The Company’s total liability for any claims, damages, or losses in connection with your use of the Service is limited to the amount you paid to the Company during the most recent twelve (12) months.
To the extent not prohibited by applicable law, you agree that any losses, damages, or injuries you claim to have incurred in connection with your use of the Service will not entitle you to injunctive relief or equitable relief that may interfere with or prevent the development or exploitation of any Customer Sites, websites, applications, content, products, services, or intellectual property owned or controlled by the Company.
Indemnity
You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, agents, suppliers, distributors, and licensors from any claims, damages, obligations, losses, liabilities, costs, or debts and expenses (including reasonable attorney’s fees) that arise from or are related to your Content, use of and access to the Service, these Terms of Use, and any Customer Sites. The Company retains the right to settle, compromise, and pay any claims and losses without your prior approval. The Company may assume exclusive defense and control of any claims and losses, and you shall not settle any claims and losses without the Company’s written consent. This defense and indemnification obligation survive these Terms of Use and your use of the Service.
Assignment
These Terms of Use, and any rights and licenses granted hereby, may not be transferred or assigned by you without the Company’s prior, written permission. The Company may assign its rights and obligations under these Terms of Use, in whole or in part, to any party at any time without any notice and at its sole discretion.
Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.
Legal Action Limitations
- Governing Law: These Terms of Use and any claim, dispute, cause of action, remedy, or damage arising out of, in connection with, or related to the Terms of Use and/or the Service shall be construed in accordance with and governed by the laws of the State of Wyoming, without reference to any conflict of law rules.
- Exclusive Venue: All claims, disputes, causes of action, remedies, or damages arising out of, in connection with, or related to the Terms of Use and/or the Service shall be brought exclusively in the federal or state courts in San Francisco County, California.
- CONSENT TO JURISDICTION: CONSISTENT WITH YOUR CONSENT TO THE EXCLUSIVE VENUE AS SET FORTH IN SECTION 15.B ABOVE, YOU HEREBY CONSENT TO SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS IN SAN FRANCISCO COUNTY, CALIFORNIA.
- LIMITED TIME TO FILE CLAIMS: TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR THE COMPANY MUST COMMENCE IT BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
- Injunctive Relief: The foregoing provisions of this Section 15 will not apply to any legal action taken by the Company to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Website, Services, your Content and/or the Company’s intellectual property rights (including such the Company may claim that may be in dispute), the Company’s operations, and/or the Company’s products or services.
General
These Terms of Use, together with the Privacy Notice, shall constitute the entire agreement between you and the Company concerning the Service.
If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity or enforceability of the remaining provisions of these Terms of Use, which shall remain in full force and effect. To the extent not prohibited by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
In the event of a conflict between this English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and prevail. All disputes, claims, and causes of action (and related proceedings) shall be communicated in English.
When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications, including any notifications required or permitted by the Terms, from us electronically.
California Consumer Rights and Notices
- California residents can obtain information on our privacy practices, including how we comply with the California Online Privacy Protection Act and the California Shine the Light Act in our Privacy Policy.
- Any California resident under the age of eighteen (18) who has registered to use the Service, and who has posted content or information on the Service, can request that such information be removed from the Service by contacting us at the email or address set forth in the “Contact Information” section below. Such a request must state that they personally posted such content or information and detail where the content or information is posted. We will make reasonable, good faith efforts to remove the post from public view or anonymize it so the minor cannot be individually identified. This removal process cannot ensure complete or comprehensive removal. For instance, third parties may have republished the post, and archived copies of it may be stored by search engines and others that we do not control.
Thank you for reading and understanding.