Hero Meetings, LLC Professional Engagement Agreement

This Professional Engagement Agreement (the “Agreement”) Effective as of December 1, 2019, is entered into by and between Hero Meetings, LLC, a California limited liability company (“Company”) and the Hero , in connection with your proposed engagement with Company and its experiential services offered by and through its website, heromeetings.com (the “Service”) (Company and Hero shall each be referred to individually as a “Party” and collectively, the “Parties”). This Agreement sets forth the Parties’ rights and obligations as they relate to each other.

BACKGROUND

A. WHEREAS, the mission of Company and the Service is to deepen the relationship experience between fans and their heroes by facilitating curated activities (each, an “Experience”) between the Company’s customers (the “Fans”), and select celebrities such as the Hero for a stated fee (“Experience Fee”); and

B. WHEREAS, the Company desires to engage Hero on a non-exclusive, independent contractor basis, for the purpose of featuring the Hero’s likeness on the Service’s database and securing Hero’s services in curating and participating in certain select Experiences in exchange for the Experience Fee.

NOW THEREFORE, in mutual consideration of the foregoing, and the mutual covenants and conditions contained herein, the Parties hereby agree as follow:

  1. Engagement; SOW’s. Subject to the terms and conditions of this Agreement, Company hereby engages Hero to provide services as a featured participant in one or more Experiences or in connection with the Service, with the details of each such engagement to be more specifically set forth in one or more Statement of Work(s) (“SOW”).  Each SOW shall be made available for Hero to review and negotiate the specific terms therein via Hero’s personal account on the HeroMeetings.com website. With respect to any Experience, each SOW shall include substantially the following details:
  1. A detailed description of the Experience or other engagement with the Service in which the Hero agrees to participate;
  2. The dates upon which the Hero is available to participate in the Experience;
  3. The total fee to be paid to Hero for the Experience;
  4. The Experience implementation plan, including, without limitation, any relevant timetables, restrictions, security, necessary accommodations, required tools or other materials needed for completion of performance, and if any filming, photography or other documentation may be permitted during the Experience;
  5. The name and primary contact information for any Fan(s) to be participating in the Experience; and 
  6. Any other terms and conditions agreed upon by the parties in connection with the applicable services to be performed in the relevant Experience.

In order to accept the terms of a respective SOW, the Hero must “agree” electronically in the manner provided on the website. Once a Hero has agreed to the terms of such SOW, it shall become a binding contract and incorporated herein by reference. The parties acknowledge and agree that an SOW does not become binding unless and until such SOW has been agreed upon by the Hero and Company has provided Hero with a Notice of Engagement. Once a SOW has been confirmed, any further changes must be mutually agreed upon in writing and any changes thereto may require additional considerations, including, without limitation, variations to the timing for performance, or stated fees arising from the change.

    1. Background and Security Checks.   Prior to the commencement of any Experience, Company will engage an online professional employment background check service — such as Goodhire, Truthfinder or Instant Checkmate, as designated by Company in its sole discretion — to pre-screen any Fan for their employment and criminal history. Additionally, Company may offer the Hero optional security accompaniment, or other such similar services, the terms of which, including any associated fees, shall be mutually agreed upon and specified in the applicable SOW. 
    1. Obligations to Commence. The Parties understand that the commencement of any Experience designated in a given SOW is conditioned upon Company actually reaching an agreement with a Fan through the Service.  Hero further understands that Company will have no obligation to actually engage Hero for any Experience described in a SOW, provided however that if Company does decide to commence with the engagement stated in such SOW, then Company will be responsible for the fulfillment of its obligations as stated therein, subject to suspension, delay or otherwise due to a Force Majeure Event (as defined below) or in accordance with Company’s grounds for Termination as specified herein. Notwithstanding the foregoing, Hero agrees and acknowledges that once Company has engaged Hero for commencement of an Experience pursuant to a given SOW, Hero’s performance in connection therewith may only be suspended or terminated with no less than fourteen (14) days written notice prior to the agreed upon commencement date of such Experience.  Subject only to nonperformance due to a Force Majeure Event (as described below), Hero shall be liable for any actual costs or other damages incurred by Company for Hero’s nonperformance if the required timely notice has not been provided.
  1. Use of Image and Likeness. Hero grants Company and its affiliates the right to use, publish, display, perform, transmit, exhibit, and reproduce Hero’s name, approved likeness, approved photographs, and approved biographical information (collectively, “Likeness”), in whole or in part, individually or in conjunction with other person(s) or material, on the Service and for advertising, publicity, promotion, packaging, trade, posters, or other promotion including sales and endorsements of the Service. Additionally, Hero grants Company and its affiliates the right to use his/her Likeness after termination of this Agreement for historical purposes, so long as such use does not imply a then current endorsement by Hero of Company or the Service.
  1. Term. The term of this Agreement shall commence on the Effective Date, and shall continue for a period of one (1) year (the “Term”) unless sooner terminated as provided herein.  In the event any SOW extends past the Term, the Parties agree that the performance of any services or obligations specified in such SOW will be complete in accordance therewith.
  1. Termination. Company may terminate or suspend this Agreement or refuse Hero’s performance of an SOW if, in the sole and exclusive judgment of the Company, Hero: (i) fails to fulfill his/her obligations under this Agreement; (ii) is unable to perform the obligations specified in any SOW for a period of six (6) months due to illness or injury or any other condition; (iii) disparages Company or the Service by his/her words or conduct; (iv) is involved with a scandal that significantly impairs the use of his/her Likeness as contemplated hereunder, or otherwise causes injury to his/her reputation and/or the reputation of Company or the Service; (v) is convicted of any criminal act in violation of state or federal laws, including, but not limited to, the possession, use, distribution or sale of illegal substances; (vi) breaches or is in default of any of the provisions of this Agreement; (vii) engages in any act of moral turpitude; (viii) fails to provide to Company proof of health insurance upon request; or (xii) fails to provide to Company with 14 days prior notice of Hero’s unavailability to perform the services or obligations required in a SOW.
  1. Representations and Warranties.
    1. Hero’s Reps and Warranties. Hero specifically represents and warrants that (i) Hero has the right to enter into this Agreement and grant the rights granted herein, and this Agreement is not and will not be in conflict with any existing or future agreement or understanding to which the Hero is a party or by which Hero is bound; (ii) Hero has all the requisite resources, skill experience and qualifications to perform the services and/or obligations set forth in this Agreement and in any SOW, and such shall be done in a manner consistent with the specifications contained therein, in a professional and workmanlike manner in accordance with generally recognized industry standards for such services, and in compliance with applicable law; and (iii) Hero has or will obtain, and will maintain throughout the time for performance in any SOW, the requisite insurance coverage or maintains sufficient financial resources to cover any damages suffered by Hero, and for damages in which Company is entitled to indemnification, as further provided in Section 7 below regarding insurance. 
    1. Company’s Reps and Warranties. Company specifically represents and warrants that (i) to the best of Company’s knowledge, neither the execution and delivery of this Agreement by Company, the compliance by Company with the terms and conditions hereof, including any applicable SOW, nor the transactions contemplated hereby will (a) conflict with any of the terms, conditions, or provisions of any other agreement, (b) violate any provision of, or require any consent, authorization, or approval under, any law or administrative regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Company, (c) otherwise adversely affect the contractual or other legal rights or privileges of Company, or (d) violate any applicable US laws, including without limitation, FTC rules and/or guidelines, and consumer protection or product liability law; and (ii) Company has all the requisite resources, skill experience and qualifications to perform the services and/or obligations set forth in this Agreement and in any SOW, and such shall be done in a manner consistent with the specifications contained therein, in a professional and workmanlike manner in accordance with generally recognized industry standards for such services, and in compliance with applicable law; and (iii) Prior to commencement of any Experience with Hero Company will have performed its obligations regarding performing background and security checks, as further specified herein, and that the results of such check(s) will be accurately conveyed to Hero.
  1. Confidentiality. The Parties acknowledge that through the course of the relationship contemplated hereunder, past and present, each Party may have exposure to Confidential Information.  Each such Party (the “Receiving Party”) acknowledges and agrees that it shall not use for any purpose other than performance of this Agreement and applicable SOW’s, or disclose to any third party, other than its officers, employees or representatives with a need to know for the purposes of this Agreement, either during the term of this Agreement or any time thereafter, without the express permission of the other Party, any Confidential Information disclosed to the Receiving Party by the other Party (the “Disclosing Party”). For purposes of this Agreement, the term “Confidential Information” shall be deemed to mean and include all such information, material and data of the Disclosing Party (i) labeled or designated in writing as confidential or proprietary, (ii) which the Receiving Party knows or reasonably should know is confidential or proprietary, and solely by way of illustration and not in limitation shall include the following: Information relating to financial data, plans, forecasts, intellectual property, methodologies, agreements, market intelligence, technical concepts, personal information, strategic analyses, internal developments, publications, accountings or any other activities conducted or planned by either Party. The confidentiality obligations herein shall not apply to any such information (i) which is or becomes publicly known without any fault of or participation by the Receiving Party, (ii) was in Receiving Party’s possession prior to the time it was received from Disclosing Party or came into Receiving Party’s possession thereafter, in each case lawfully obtained from a source other than Disclosing Party and not subject to any obligation of confidentiality or restriction of use, or (iii) is required to be disclosed by judicial, arbitral or governmental order or process or operation of law, in which event the Receiving Party shall notify the Disclosing Party of the requirement of disclosure before making such disclosure and shall comply with any protective order or other limitation on disclosure obtained by the Disclosing Party; or (iv) is independently developed by the Receiving Party by persons not having exposure to Disclosing Party’s Confidential Information. The Receiving Party shall be permitted to use Confidential Information of the Disclosing Party in connection with any legal proceeding arising out of or in connection with this Agreement, provided the Receiving Party uses commercially reasonable efforts to disclose and/or file such Confidential Information under seal or to obtain a mutually agreed protective order governing the use and disclosure of such Confidential Information in the legal proceeding.
  1. Insurance.  Hero must maintain at all times a primary accident and health insurance policy to cover any medical expenses, accidental bodily injury and/or accidental death, as well as any insurance to cover Hero’s short-term or long-term disability from any injury.  Hero understands and acknowledges that Company shall carry a general liability insurance policy and the Certificate of Insurance thereof (i) shall name Hero as an additional insured, provided, however, that Coverage shall be considered secondary and not in excess of or contributory to any other insurance afforded by Hero; (ii) shall provide that Hero is to receive 30 days written notice of cancellation or any material change in the designated insurance coverages; and (iii) shall provide for a waiver of any right of subrogation against Hero. The protection afforded to Hero by being named as an additional insured under Company’s insurance policies shall be limited to and shall be no greater than the protection afforded by Company’s indemnification obligation specified below.  Hero acknowledges that Company’s insurance policies will not cover Hero for any claims arising from any activity performed outside the scope of Engagement required hereunder. 
  1. Indemnification.  
    1. Hero understands and acknowledges that while Company has performed background checks on, and vetted any Fans prior to the execution/performance of an Experience/SOW, as further specified herein, there is an inherent risk in meeting a Fan and/or engaging in the activities which make up an Experience, as specified in an SOW. Hero hereby accepts and assumes those risks associated with any such activities Hero performs in connection with an SOW, and agrees to release the Company, and its affiliates, and other entities that may be related to the performance of the Experience in connection with the SOW, the Service, or otherwise, and their respective agents, successors, assigns and licensees and any of their respective affiliate companies, parent companies, subsidiaries, and advertising agencies (collectively, the “Released Parties”) from any and all liability whatsoever (including liability for negligence on behalf of the Company). Additionally, Hero agrees to defend, indemnify, and hold harmless the Released Parties from and against any expenses, damages, demands, claims, suits, actions, liabilities, judgments and costs, including reasonable attorney’s fees (collectively, “Losses”) arising out of or related to the services provided by Hero in connection with any SOW, specifically but not limited to any claims that arise out of injury to Hero while performing the activities specified in the respective SOW, any violation of third party rights by Hero, and other claims arising out of Hero’s action or inaction beyond the control of the Company, or relating to the breach of any covenants, agreements, representations, or warranties made by Hero in this Agreement, including but not limited to claims for personal injury, death, damage to property or false or misleading statements made by Hero about Company, the Service, or the Experience.  Hero Further agrees to defend, indemnify and hold Company harmless with respect to any claim or demand by any governmental agency or any other entity regarding any tax liability or financial obligation of Hero due to any fees received in connection with any SOW. The termination of this Agreement shall not affect the continuing indemnity obligation of Hero as set forth herein.
    1. Company will defend, indemnify, and hold harmless Hero from any Losses arising out of or relating to (i) the breach of any covenants, agreements, representations, or warranties made by Company in this Agreement, or (ii) any third party claim or action resulting from Company’s operation of the Service and in connection with the general management of the Company and/or operation of the Service, which shall include any Loss arising from the negligent fulfillment of any Experiences or any other services provided by the Service, to the extent such Loss is not subject to indemnification by Hero as specified above.
  1. Force Majeure.  No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement and applicable SOW when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation, acts of God, flood, fire or explosion, war, invasion, riot or other civil unrest, actions embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, or any other event which is beyond the reasonable control of such Party (collectively, a “Force Majeure Event”). A Party whose performance is affected by a Force Majeure Event shall give prompt notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. The non-affected Party may terminate this Agreement and any affected SOW if such failure or delay continues for a period of thirty (30) days or more and, if the non-affected Party is Company, receive a refund of any amounts paid to the Hero in advance for the affected services in connection with such SOW.
  1. Limitation of Liability.   HERO AGREES THAT, IF THIS AGREEMENT IS TERMINATED FOR ANY REASON, HERO SHALL HAVE NO RIGHTS TO DAMAGES OR INDEMNIFICATION OF ANY NATURE AGAINST ANY OF THE RELEASED PARTIES. HERO EXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR ANY TERMINATION OF A BUSINESS RELATIONSHIP.
  1. Assignment. This Agreement is made only between Company and Hero. The rights given to Hero pursuant to this Agreement may not be sold, transferred, assigned or otherwise conveyed in any way to any third party without the written consent of Company; any such purported sale, transfer, assignment, or conveyance without the written consent of Company shall be deemed null and void and a breach of this Agreement and shall give Company the right to immediately terminate this Agreement.
  1. Relationship of the Parties.  The parties are dealing with each other as independent contractors.  Nothing herein may be construed as creating or constituting an employee-employer relationship, a partnership, a joint venture, a franchise, or an agency between Company or its affiliates, representatives, or employees, on the one hand, and Hero, on the other hand.
  1. Governing Law; Consent to Jurisdiction and Venue.   This Agreement shall be governed by and interpreted in accordance with, the laws of the state of California without regard to conflicts of law principles. The Superior Court of California, County of Los Angeles, or the United States District Court, Central District of California, Southern Division (“California Courts”) will be the exclusive venue for any action arising under this Agreement and Hero specifically consents to be subject to the personal jurisdiction of said California Courts.
  1. Attorney’s Fees. The prevailing party in any action under this Agreement shall be entitled to recover its reasonable outside attorneys’ fees in addition to any other damages or costs awarded by the court, or pursuant to Section 18 below (binding arbitration or other protective court action).
  1. Entire Agreement; Amendments; No Waiver.  This Agreement, including any and all SOW’s attached hereto contains the full and complete understanding between Company and Hero, and supersedes any and all prior understandings, arrangements, representations, discussions, and/or agreements, whether verbal, written, or otherwise between the parties relating to the subject matter hereof. No modification, amendment, or waiver of or with respect to any provisions of this Agreement, nor consent to any departure by Hero from any of the terms or conditions thereof, shall in any event be effective unless it shall be in writing and signed by Company and Hero.  Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand on Hero in any case shall, of itself, entitle it to any other or further consent or demand in similar or other circumstances. The failure of Company to insist upon the performance of any of the provisions of this Agreement, or to take advantage of any of its rights hereunder, will not be construed as a waiver of any such provisions or the relinquishment of any such rights, and the same will continue and remain in full force and effect. No single of partial exercise of any right or remedy will preclude other or further exercise of such right or remedy or the exercise of any other right or remedy.
  1. Severability. In the event any provision of this Agreement is found to be void or unenforceable for any reason, that provision will be severed and the remaining provisions of this Agreement shall continue to remain fully valid and effective to the fullest extent allowable by law.
  1. Counterparts. This Agreement may be executed in one or more counterparts, or by electronic signature, and may be delivered by fax or email with the same enforceability as if such signature pages were originals delivered in person.
  1. Binding Arbitration of Disputes.   If any controversy or claim arising out of or relating to this contract, or the breach of any term hereof, cannot be settled through direct discussions, it shall be resolved by binding arbitration conducted in the County of Los Angeles, and administered by JAMS in accordance with the Streamlined Arbitration Rules and Procedures of JAMS or subsequent versions thereof, including the optional appeal procedure (the “JAMS Rules”, available at www.jamsadr.com, including, without limitation, the rule providing that each party shall pay pro rata its share of JAMS fees and expenses, and the rules providing for limited discovery and other exchange of information). The JAMS Rules for selection of an arbitrator shall be followed, except that the arbitrator shall be an experienced arbitrator licensed to practice law in California. Notwithstanding the foregoing, Hero acknowledges and agrees that Company may nonetheless (i) seek to obtain injunctive or other equitable relief from a court to enforce Hero’s confidentiality obligations or to enforce Company’s (or its affiliates’) intellectual property rights, and (ii) bring an action to enforce the decision of the arbitrator before any court with jurisdiction.
  1. Headings; References. The headings of the Paragraphs herein are inserted for convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement. Any reference to an Exhibit shall be deemed to refer to the applicable Exhibit attached hereto. As used herein, or in any Exhibit hereto, words of any gender (masculine, feminine, neutral) mean and include correlative words of the other genders.
  1. Notices and Communications. Notices: All notices and invoices and payments shall be in writing and shall be given by the parties personally, by overnight mailing (postage prepaid), or by email (with confirmation of receipt) at the address set forth below:
  • To Company: 4245 Alhama Drive, Woodland Hills, CA 91364 – Attn: Bryon Smith (Bryon@heromeetings.com); With a courtesy copy of any notices to: AltView Law Group, LLP, 12100 Wilshire Blvd., Ste. #800, Los Angeles, CA 90025 – Attn: Jason W. Brooks, Esq. (Jason@altviewlawgroup.com)
  • To Hero:  As indicated at the top of this Agreement, or as otherwise designated by Hero in writing from time to time.

The date of receipt of such personal delivery or mailing shall be presumed to be not later than two (2) days following submission of such notice, statement or payment, properly addressed to the applicable carrier.

  1. Survival. The provisions of Paragraphs: 1, 2, 4, 5, 6, 8 through 21 shall survive the termination of this Agreement under any circumstances.

Terms and Conditions

Last updated: December 10, 2019

HERO MEETINGS, LLC TERMS OF SERVICE

(If you live in the United States)

Last Updated: December 10, 2019

IMPORTANT – PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE HEROMEETINGS.COM SERVICE (AS DEFINED BELOW) — BY YOUR USE OF THE SERVICE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS HEREIN, PLEASE DO NOT USE THE SERVICE AND DELETE YOUR ACCOUNT IMMEDIATELY.

These Terms of Service (these “Terms”) are between you (“you”), as either an individual or as a business entity, and Hero Meetings, LLC (“Company,” “we,” “us,” or “our”) governing your use of HeroMeetings.com (the “Website”), which is owned and operated by the Company, and any related services, products, aspects, functions, content and derivatives available at or by way of the Website (collectively, the “Service”).

In consideration for your use of the Service, you agree as follows:

  1. General Terms & Conditions
  1. Changes To These Terms. You understand and agree that the Company may change these Terms at any time in its sole discretion without prior notice, provided that the Company will use reasonable efforts to provide you with prior notice of any material changes that may apply to you, including through the posting of a revised version of these Terms that you may be required to accept in order to continue using the Service. You may read a current, effective copy of these Terms at any time by selecting the appropriate link on the Website. The revised Terms will become effective at the time of posting. Any use of the Service after such date will constitute your acceptance of such revised Terms. If any change to these Terms is not acceptable to you, then your sole remedy is to stop accessing, browsing and otherwise using the Service. These Terms, as they may be amended, will govern any updates the Company provides to you that replace and/or supplement any portion of the Service, unless such update is accompanied by a separate license or revised Terms, in which case the terms of that license or revised Terms will govern. Notwithstanding the preceding sentences of this Section, no revisions to these Terms will apply to any dispute between you and the Company that arose prior to the effective date of such revision.
  2. Additional Agreements & Terms. The Service is offered subject to your acceptance without modification of all the terms and conditions contained herein and all other operating rules, policies, and procedures (including the Company’s Privacy Policy (“Privacy Policy”), which can be found directly on the Website and is incorporated herein by reference) that may be published from time to time and made available to you on the Website. 
  3. Jurisdiction. The Service is controlled and operated by the Company from its offices in the State of California, USA.  The Company makes no representation that materials on the Service are appropriate, lawful or available for use in any locations other than the United States of America.  Those who choose to access the Website or use the Service from locations outside the United States of America, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Website or use of the Service from jurisdictions where the contents or practices of the Service are illegal, unauthorized or penalized is strictly prohibited. 
  4. Age Eligibility. The Service is restricted for use by any persons under the age of 13 or for any users previously removed from the Service by Company. Before using the Service, you affirm that you are either eighteen (18) years of age or older, an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into, abide by, and comply with these Terms. In any case, IF YOU ARE UNDER THIRTEEN (13) YEARS OF AGE, YOU ARE HEREBY EXPRESSLY PROHIBITED FROM USING THE SERVICE AND MUST DELETE YOUR ACCOUNT AND ALL CONTENT CREATED OR CONTRIBUTED BY YOU TO THE WEBSITE, IF ANY. 
  5. Mobile Services. The Service is accessible via mobile phone, tablet or other wireless device (collectively, “Mobile Services”).  Your use of the Mobile Services is hereby an acknowledgement and acceptance of your mobile carrier’s normal messaging, data, and other rates and fees, which may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier; not all Mobile Services may work with all carriers or devices.  Therefore, you are solely responsible for verifying with your mobile carrier as to whether the Mobile Services are available for your mobile device(s), and what restrictions or additional cost, if any, may be applicable to your use thereof. 
  6. License. Company gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Website, and any software provided to you as part of the Service. This license has the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Company, in the manner permitted by these Terms. You may not reverse engineer, decompile or disassemble the Website or attempt to gain access to the source code for the Website, except and only to the extent that it is expressly permitted by applicable law, and, to the extent applicable law permits contractual waiver of such right, you hereby waive your rights to do so.
  7. Company Trademarks; Copyrights. The Service is protected by trademark, copyright, and other laws of both the United States and foreign countries. Nothing in these Terms gives you a right to use the Hero Meetings, LLC name, or any of the Hero Meetings trademarks, logos, domain names, and other distinctive brand features or copyrighted material displayed on the Website, or elsewhere as provided by the Service. All right, title, and interest in and to the Service (excluding Content provided by users, as further described below) are and will remain the exclusive property of Company and its licensors. Any feedback, comments, or suggestions you may provide regarding Company, or the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
  8. No Transfer or Assignment. You may not transfer or assign your rights to use the Service, these Terms, and/or any rights or obligations hereunder without the prior written consent of the Company. 
  9. Termination for Breach. Your rights under these Terms will automatically terminate if you breach any of your material obligations hereunder. Upon any termination of these Terms, you will promptly cease all use thereof after such termination.
  10. Restrictions. The Service is provided “as is” without warranties of any kind and the Company’s liability to you is limited. The Website, may contain links (i.e. spam), or users of the Website may direct you to visit third party websites or services that are not owned or controlled by Company. Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any such third party websites or services, and Company will not and cannot censor or edit the content of any such third-party site or services. The Company hereby reserves all rights not expressly granted to you in these Terms.  Accordingly, nothing in these Terms or on contained within the Service will be construed as granting to you, by implication, estoppel, or otherwise, any additional license rights in and to the Service or any Company Content (defined below) or trademarks located or displayed therein. By using the Service, and by choosing to visit any third party website or engaging in any action made known or available to you while using the Service, you acknowledge that you are doing so at your own discretion and you expressly relieve Company from any and all liability arising from your use of any third-party website or engagement of any third party services.
  1. User Accounts.
  1. Account Creation. In order to access the full benefits of the Service, you will have to create an account on the Website. You may never use another’s account without permission. When creating your account, you must provide certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by Company if you intend to purchase an Experience (defined below). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to book an Experience or use the Service. You are solely responsible for the activity that occurs on your account, including safeguarding your password and/or credentials used to access the Website or other products, services or activities made available by the Service through your use of such password and credentials. You are responsible for the security of your account. If you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account, you must notify the Company immediately.  The Company will not be liable for any loss or damage arising from any unauthorized use of your password and/or credentials prior to you notifying the Company of such unauthorized use or loss thereof.  Although Company will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Company, or others, due to such unauthorized use. 
  2. By signing up for an account you agree to pay Company the applicable setup fees and recurring fees as stated on the Website. Applicable fees will begin the day your account is established and in advance of using such services which are subject to charges. Company reserves the right to change the payment terms and fees upon thirty (30) days prior written notice to you. Services can be canceled by you at anytime on thirty (30) days written notice to Company.
  1. Contributor Content
  1. Contributors; Public Content. All users of the Service who view and/or transmit Contributor Content (defined below) are referred to herein collectively as “Contributors.” The Website enables Contributors to create, transmit, publish and view Contributor Content on or by way of the Website, which is publicly available on the Website. Notwithstanding the guidelines and restrictions set forth in these Terms, user discretion on the Service is advised
  2. Definitions. As used in these Terms, “Contributor Content” means any content or material that Users upload, post, or transmit (collectively, “Post”) to the Website or through the Service, including, without limitation, any blog material, comments or other text, graphics, photographs, videos, sound recordings, links and any other works subject to protection under the laws of the United States of America or any other jurisdiction, including, but not limited to patent, trademark, and copyright laws, and excludes any and all “Company Content,” which is defined as content that the Company provides to its users on or through the Service, including without limitation, any text, graphics, photos, software, and interactive features, which may be protected by copyright or other intellectual property rights owned by the Company.   
  1. No Contributor Content Screening. The Company offers Contributors the ability to Post Contributor Content to, or transmit through, the Website. While the Company endeavors for all Contributor Content to be accurate and in compliance with all applicable laws, you understand, agree and acknowledge that the Company does not pre-screen any Contributor Content submitted or publicly Posted by any Contributor. Notwithstanding the foregoing, Company reserves and has the right, but not the obligation, to delete, disallow, or temporarily block any Contributor Content that (i) we consider to be in violation of these Terms, or any applicable law, or (ii) in response to any complaint(s) from other users, with or without notice and without any liability to you. The Company does not guarantee the accuracy, integrity, truthfulness, appropriateness or quality of any Contributor Content, and any use or reliance by you on any Contributor Content is at your own risk and Company shall not be held liable for any such Contributor Content under any circumstances.    
  1. Contributor Content Ownership; License. You are the owner and retain the rights to the Contributor Content Posted and displayed on the Website and/or through the Service by you. Notwithstanding the foregoing, you hereby grant the Company a worldwide, unrestricted, assignable, sublicensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, transmit, communicate to the public, make available, create derivative works from, and otherwise exploit and use (collectively, “Use”) all Contributor Content you Post to the Website or through the Service by any means and through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting the Company and the Service; (ii) displaying and sharing your Contributor Content to other users of the Service; and (iii) providing the Service as authorized by these Terms. If you terminate your account or remove any of your Contributor Content from the Service after it has been Posted, Company will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Contributor Content may not be made immediately unavailable. You must not post any Contributor Content on the Website or through the Service or transmit to the Company any Contributor Content that you consider to be confidential or proprietary.  Any Contributor Content posted by you to the Website or through the Service or transmitted to the Company will be considered non-confidential and non-proprietary, and treated as such by the Company, and may be used by the Company in accordance with these Terms without notice to you and without any liability to the Company.  For the avoidance of doubt, the rights granted in the preceding sentences of this Section include, but are not limited to, the right to reproduce your Contributor Content on a royalty-free basis.  This means that you are granting the Company the right to Use your Contributor Content without the obligation to pay royalties to you or any third party involved in the creation of Contributor Content.
  1. Contributor Content Reps and Warranties. By Posting Contributor Content to the Service, you hereby represent and warrant that: (i) you own the Contributor Content Posted by you on the Website or through the Service or otherwise have the right to grant the license set forth in these Terms; (ii) the Posting and Use of your Contributor Content on the Website or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; (iii) the Posting of your Contributor Content on the Website or through the Service will not require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (iv) the Posting of your Contributor Content on the Website or through the Service does not result in a breach of contract between you and a third party or will not be in violation of any applicable law or regulation; and (v) the Posting of your Contributor Content on the Website or through the Service is not false or misleading.   
  1. Waiver of Rights to Inspect or Review Contributor Content. By Posting Contributor Content to the Website or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such Contributor Content.  You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your Contributor Content, or any portion thereof.  To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any Contributor Content you Post to the Website or through the Service.   
  1. User Comments. You understand that upon submitting or Posting your Contributor Content on the Website or through the Service, such Contributor Content may be distributed, viewed and accessed by other users and the Company, and commented on by other Contributors, and the Company will not be held liable for any unauthorized use of Contributor Content by any user or comment thereon, under any circumstance.    
  1. Prohibited Content. You are prohibited from Posting, and agree not to Post any Contributor Content to Website or through the Service considered to be “Prohibited Content” as determined by Company, in its sole discretion and which includes, without limitation:
  • Sexually Explicit Material (i.e. pornographic or erotic content, including icons, titles, or descriptions). We have a zero-tolerance policy against child sexual abuse imagery. If we become aware of any Contributor Content containing any child sexual abuse imagery, we will report it to the appropriate authorities immediately and delete the submitting User Accounts; and
  • Violence and Bullying (i.e. Contributor Content shall not contain materials that threaten, harass or bully other users, Contributors, or third parties, including depictions of violence, gratuitous or otherwise, to any person place or property, or inciting violence, including suicide); and
  • Hate Speech (i.e. Contributor Content shall not promote bigotry, discrimination, hatred, intolerance, or racism, or target against any person or groups of persons based on their race or ethnic origin, religion, disability, gender, age, nationality, veteran status, sexual orientation, or gender identity); and
  • Sensitive Events (i.e. Contributor Content which may be deemed as capitalizing on or lacking reasonable sensitivity towards a natural disaster, atrocity, conflict, death, or other tragic event are not permitted); and
  • Unlawful Activity (i.e. use of the Service for any illegal or unlawful purpose, including, without limitation, stalking or sexually exploiting any user or Hero); and
  • IP Infringement (i.e. Contributor Content which infringes on any third party’s rights, including copyright, trademark, privacy and publicity rights); and
  • Fraudulent or intentionally misleading or misrepresentative material.
  1. Company Action. We reserve the right in our sole discretion to remove and refuse to post, or exhibit publicly any Contributor Content, which we determine to be Prohibited Content. Furthermore, Company in its sole discretion may, but is not obligated to, take any action(s) it deems necessary and/or appropriate against any Contributor who Posts Prohibited Content on the Website or through the Service, including, but not limited to, warning the Contributor, suspending or terminating his/her user Account, removing all of the Contributor’s Posted Contributor Content and/or reporting the Contributor to law enforcement authorities, either directly or indirectly. We also reserve the right to access, read, preserve, and disclose any information or take any other legal action that we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of the Users and the public. Notwithstanding the foregoing, the Company does not disclose personally identifying information to third parties except in accordance with our Privacy Policy (as further described below). You acknowledge that the Posting of any Prohibited Content may subject you to third party claims and none of the rights granted to you in these Terms may be raised as a defense against any third party claims arising from your Posting of Prohibited Content.
  1. Privacy
  1. Our Privacy Policy (can be found on the Website) describes in detail how we handle the information you provide to us when you use the Service. You expressly understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of such information, including the transfer of this information to and throughout the United States, and/or other countries for the use, storage, and processing by Company and its affiliates.
  1. IP Infringement
  1. Reporting Claimed Infringement. We respect the intellectual property rights of others, and we expect that our community of Users will do the same. Users are thus expressly forbidden from posting any Contributor Content that violates someone else’s intellectual property rights, including, without limitation, copyright, and other proprietary rights.  If you are a copyright owner or a copyright owner’s agent and believe that any Contributor Content infringes upon your copyrights, you may submit a “Notification of Claimed Infringement” pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (identified below) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):   
      1. A physical or electronic signature of a person authorized to act on behalf of the owner or an agent of an exclusive right that is allegedly infringed;
      2. Identification of the copyright claimed to have been infringed;
      3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material, as follows:
    • Display name
    • Username
    • Content title/description
    • Date of Posting
    • Time of Posting
    • Content Page URL (if available)
      1. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and if available, an email address;
      2. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and;
      3. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
  1. Designated Copyright Agent. Our designated Copyright Agent for notice of alleged copyright infringement appearing on the Service can be contacted at:
    • Via U.S. Mail: Copyright Agent – Hero Meetings, LLC c/o AltView Law Group, LLP – 12100 Wilshire Blvd., Suite 800, Los Angeles, CA 90025
    • Via Email: Jason@altviewlawgroup.com.
  1. Company Action. We respect the intellectual property rights of others and will respond to clear notices of alleged infringement. You acknowledge that if you fail to comply with all of the foregoing requirements, your Notice may be invalid. We reserve the right to remove Contributor Content alleged to be infringing without prior notice to you and at our sole discretion. In appropriate circumstances, such as in cases of repeat infringement, we also reserve the right to suspend or terminate the infringing Contributor’s Account in our sole discretion.
  1. Repeat Infringer Policy. The Company’s intellectual property policy is to (i) remove or disable access to material that the Company believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service; and (ii) remove any Contributor Content uploaded to the Website or through the Service by “repeat infringers.”  The Company considers a “repeat infringer” to be any Contributor who has uploaded Contributor Content to the Website or through the Service and for whom the Company has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such Contributor Content.  The Company has discretion, however, to terminate the Account of any Contributor after receipt of a single notification of claimed infringement or upon the Company’s own determination.
  1. Counter Notification. If you receive a notification from the Company that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide the Company with a “Counter Notification” which, to be effective must be provided, in writing, to the Company’s Designated Agent via one of the methods identified in Section 5.II above, and must include substantially the following information:
      1. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
      2. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
      3. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;
      4. Information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
      5. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We advise you to consult with a lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.

  1. Reposting of Contributor Content Subject to a Counter Notification. If you submit a Counter Notification to the Company in response to a Notification of Claimed Infringement, then the Company will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that the Company will replace the removed Contributor Content or cease disabling access to it in ten (10) business days, and the Company will replace the removed Contributor Content and cease disabling access to it not less than ten (10), nor more than fourteen (14) business days following receipt of the Counter Notification, unless the Company’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the Contributor from engaging in infringing activity relating to the material on the Company’s system or network.
  1. False Notifications of Claimed Infringement or Counter Notifications.  The Copyright Act (17 U.S.C. § 512(f)) provides, in pertinent part: 

“[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [the Company] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.”      

The Company reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law. 

  1. General Use of the Service 
  1. The Service is constantly evolving and by your use you acknowledge that the Service may change from time to time, at the Company’s sole discretion. The Company may permanently or temporarily stop providing the Service or any features within the Service to you or to users generally. The Company also retains the right to create limits on use and storage at its sole discretion at any time. The Company may also remove or refuse to distribute any Contributor Content on the Service, suspend or terminate users, and reclaim usernames without liability to you.
  2. In consideration for the Company granting you access to and use of the Service, you agree that the Company and its third-party providers and partners may place advertising on the Service or in connection with the display of Contributor Content or information from the Service whether submitted by you or others. You also agree not to misuse the Service, as follows:
      1. You agree not to distribute in any medium any part of the Service or the Company Content without Company’s prior written authorization, unless Company makes available the means for such distribution through functionality offered by the Service; and
      2. You agree not to alter or modify any part of the Service; and
      3. You agree not to access the Company Content or the Contributor Content through any technology or means other than the Service itself, or other explicitly authorized means Company may designate; and
      4. You agree not to use the Service for any of the following commercial uses unless you obtain Company ‘s prior written approval: (a) the sale of or access to the Service or any offerings or services in connection therewith; or (b) the sale of advertising, sponsorships, or promotions placed on or within the Service, Contributor Content, or Company Content.
  1. In your use of the Service, you will comply with all applicable Federal laws of the United States of America as well as the applicable laws of your state. Company hereby reserves the right to access, read, preserve, and disclose any information reasonably believed to be necessary, and to take any necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of the Service, its users and the public.
  1. Features of the Service – Experiences
  1. A key component of the Service is the offering of exclusive curated interactive experiences (“Experiences”) between our users (our “Fans”) and famous athletes, politicians, celebrities and other highly acclaimed members of society (each, a “Hero”). The specific details of each Experience will be subject to its own terms and conditions, which will be individually identified on the Website (the “Additional Experience Terms”). In the event of any conflict between these Terms and the Additional Experience Terms, the latter will control. To book an Experience, Fans must complete the checkout process provided on the Website, which includes expressly agreeing to abide by the respective Additional Experience Terms, and confirmation of payment of the non-negotiable Fee (as described below).
  2. The Services, and more specifically, each Experience may be made available or accessed in connection with third party services that Company does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services during any respective Experience. Company does not endorse such third party services and in no event shall Company be responsible or liable for any products or services of such third party providers. Your access to the Service and participation in any Experience is subject to the terms set forth in the applicable third party beneficiary’s terms of service.
  3. Your booking of any Experience shall be solely for legitimate purposes within the Service, and only the approved Fan (and if permitted under the applicable Additional Experience Terms, their guest(s)), designated at the time of checkout may participate in the Experience. Experiences are non transferrable.
  4. You understand that the purchase of an Experience requires actual money. If you disagree with any part of, or do not fully understand our booking policy, please refrain from purchasing any Experience in connection with the Service.
  5. You understand that Company may change, modify or update these Terms, or the terms of sale in connection with any Experience from time to time, and that such revised terms will apply to all subsequent purchases of any Experiences, and you agree that you will review these Terms and any terms regarding the sale of Experiences prior to making any purchase.
  6. Prior to the commencement of any Experience, any participation Fan, including their authorized guest(s), will be required to agree to provide Company with a signed liability waiver and release for their participation in the Experience and all experiences are subject to background checks prior to conformation of booking of the Experience.
  7. Heroes who wish to engage with Company for participation in the Service, including without limitation, the curation of, and engagement in, an Experience, will require a separate written agreement between the respective Hero and Company, on mutually agreed terms.
  1. Experience Fees
  1. Each Experience is subject to its respective non-negotiable cost listed on the Website (the “Experience Cost”).  All Fees will be listed on the Website in US Dollars.
  2. The Experience Cost is determined by Company in its sole discretion, based on certain requirements provided by each Experience’s respective Hero, and other varying conditions of the Experience. Company further reserves the right to modify the Experience Cost with or without reason, in its sole discretion. By your use of the Service, you confirm your understanding of and accept the then-current stated Experience Cost at the time of your purchase. Further, you acknowledge and agree that additional charges may be added to the Fee for certain factors such as geographical areas or restrictions, activity-related travel dates/times, and other fare/rate fluctuations related to the designed activity. Company will use reasonable efforts to inform you of any additional charges that may apply, provided that you will be responsible for such additional charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.
  3. The purchase of an Experience is a completed transaction upon Company’s confirmation of electronic payment from you in the approved manner designated by Company and indicated on the Website. All charges and payments will be enabled by Company using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you your Experience booking will not be confirmed until an alternate method of payment is provided and confirmed. Charges paid by you are final and non-refundable, unless otherwise determined by Company.
  4. Each Experience is unique and conditioned upon, and may be affected by, unanticipated factors and/or events beyond Company’s control (an “event of Interruption.”), including, without cancellation due to inclement weather or by the respective Hero for any reason. In the event of such an Event of Interruption, Company will use best efforts to reschedule the Experience or provide the user/Fan an opportunity to book another Experience of equal or lesser value, provided however that Company can’t be held responsible for any cancellations, delays, diversions or substitutions, or any act or omission of any third person with respect to the specific details of a given Experience. Lost or stolen tickets, travel vouchers or certificates or similar items necessary for a purchased Experience, once they are in your possession, will not be replaced.
  5. Only the activities listed on the Website for a given Experience are included in that Experience. All other expenses are not included and will be the Fan’s sole responsibility, unless otherwise specified. For all Experiences involving travel, Fans must agree to travel on the dates designated by Company, unless otherwise agreed in writing; All airfare will be coach class and if included, hotel accommodations are standard class unless otherwise specified. For international travel, Fans are responsible for obtaining all necessary travel authorizations, visas, or other documentation. Travel restrictions, conditions, and limitations may apply.
  6. If, during an Experience, a Fan their guest(s) are, in Company’s, or the respective Hero’s opinion, obnoxious, threatening, abusive, harassing, or just plain inappropriate, Company or the Hero may terminate the Experience immediately, in whole or in part, without further compensation, obligation or liability owed to the Fan or their guest(s).
  1. Experience Feedback
  1. Upon completion of an Experience, purchased through the Service, you will have the opportunity to rate your experience and leave additional feedback. 
  2. Your purchase and completion of an Experience constitutes permission for Company and any affiliates and subsidiaries, participating advertising and promotion agencies, and activity suppliers to use the Fan’s (and their respective guest(s), if any) name address (city and state), photograph, voice and/or likeness and biographical material for editorial, advertising and promotional purposes, in any media now know of hereafter devised, without additional compensation, unless prohibited by law.
  1. Term and Termination Of These Terms
  1. Term. As between you and the Company, the term of these Terms of Service, as it may be amended, commences as of the date of your first use of the Service and continues until the termination of these Terms by either you or the Company.
  2. Termination. Company reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms or your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your agreement to these Terms or your HeroMeetings.com account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a paid services account, such account can only be terminated by Company for your material breach of these Terms and failure to cure such breach within thirty (30) days from Company’s notice to you thereof; provided that, Company maintains the right to shut down the Website as part of a general shut down of the Service. The Company further and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of these Terms or our Community Policy, or violate the rights of any third party copyright owner.   Company will make reasonable efforts to notify you of such termination via the email address associated with your account or the next time you attempt to access your account, depending on the circumstances, however Company reserves the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.
  3. If Company terminates your account for cause, as determined in its sole discretion, you agree and acknowledge that all of or your Contributor Content and payments made to your account will be confiscated, with or without notice to you. In other words, play by the rules and adhere to these Terms; failure to do so will result in the loss of your account and all of its assets.
  4. Survival.  Sections 1, 2.I, 3.III-3.IX, 4, 5, 6.II, 6.III, 7.II-7.VI, 8, 9.II, 10.IV, 10.V, and 11 though 16 will survive the termination of these Terms indefinitely.
  1. Consent to Electronic Communications
  1. By using the Service, you hereby consent to receiving certain electronic communications from us as further described in the Privacy Policy.  Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices.  You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  1. Dispute Resolution
  1. Mandatory Arbitration.  Please read this carefully.  It affects your rights.  THE COMPANY (AND ITS RESPECTIVE CORPORATE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, PERMITTED ASSIGNS), YOU AND ANY OTHER PARTIES ON WHOSE BEHALF YOU ARE ACCESSING THE SERVICE AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.  Arbitration is more informal than a lawsuit in court.  Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts.  Arbitrators can award the same damages and relief that a court can award.  Please visit www.adr.org for more information.
  2. Commencing Arbitration.  A party who intends to seek arbitration must first send to the other, by a reputable courier with a tracking mechanism, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to the Company, to you via any other method available to the Company, including via e-mail.  The Notice to the Company should be addressed to: Hero Meetings, LLC – 4245 Alhama Drive, Woodland Hills, CA 91364; with a copy sent to: AltView Law Group, LLP – 12100 Wilshire Blvd., Suite 800, Los Angeles, CA 90025, Attn: Jason W. Brooks, Esq. (Jason@altviewlawgroup.com) (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”).  If you and the Company do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or the Company may commence an arbitration proceeding as set forth below or file a claim in small claims court.  THE ARBITRATION WILL BE ADMINISTERED BY JAMS (“JAMS”) IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS OR SUBSEQUENT VERSIONS THEREOF, INCLUDING THE OPTIONAL APPEAL PROCEDURE (THE “JAMS RULES”).  The Jams Rules and JAMS forms are available at www.jamsadr.com. 
  3. Arbitration Proceeding.  The arbitration will be conducted in English.  A single independent and impartial arbitrator with his or her primary place of business in Los Angeles County, California will be appointed pursuant to the Jams Rules, as modified herein.  You and the Company agree the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration will be conducted online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  4. Equitable Relief; No Injunctive Relief.  The foregoing provisions of this Dispute Resolution Section do not apply to any claim in which either party seeks equitable relief to protect such party’s intellectual property, including copyrights, trademarks, or patents. You acknowledge that, in the event the Company or a third party breaches these Terms, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against the Company, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms. 
  5. Claims.  You and the Company agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms, or the Service, excluding a claim for indemnification, must commence within one (1) year after the cause of action accrues.  Otherwise, such cause of action is permanently barred.  All claims you bring against the Company must be resolved in accordance with this Dispute Resolution Section.  All claims filed or brought contrary to this Dispute Resolution Section will be considered improperly filed.  Should you file a claim contrary to this Dispute Resolution Section, the Company may recover attorneys’ fees and costs up to five thousand dollars ($5,000), provided that the Company has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.    
  6. Terms Modifications.  In the event that the Company makes any future change to the Mandatory Arbitration provision (other than a change to the Company’s Arbitration Notice Address), you may reject any such change by sending us written notice within 30 days of the change to the Company’s Arbitration Notice Address, in which case your Account and your license to use the Service hereunder will terminate immediately.  This Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive the termination of these Terms.
  1. Limitation of Liability; Disclaimer of Warranties
  1. THE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING BUT NOT LIMITED, TO THE ACCURACY, RELIABILITY, COMPLETENESS APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF. THE COMPANY PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE SERVICE OR ANY OTHER INFORMATION CONVEYED TO ANY USER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION STREAM FROM WHATEVER CAUSE. AS A USER AND/OR A CONTRIBUTOR, YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT THEREON AT YOUR OWN RISK.  YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU UPLOAD TO THE SERVICE.
  2. THE COMPANY PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.       
  3. THE SERVICE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND.  ACCORDINGLY, THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.       
  4. IN NO EVENT WILL ANY COMPANY PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY PARTIES EXCEED THE GREATER OF ONE HUNDRED DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID COMPANY, IF ANY, IN THE PAST SIX MONTHS FOR USE OF THE COMPANY-RELATED SERVICES GIVING RISE TO THE CLAIM.
  5. The foregoing terms of this Section apply to the fullest extent permitted by law.
  1. Indemnification
  1. To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless the Company Entities, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable outside attorneys’ fees) arising from: (i) your use (or misuse) of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content or actions caused damage to a third party, including a Hero. This defense and indemnification obligation will survive these Terms and your use of the Service and participation in any Experience.
  1. Third Party Disputes
  1. To the fullest extent permitted by law, any dispute you have with any third party arising out of your use of the Service, including, by way of example and not limitation, any Hero or their affiliates, is directly between you and such third party, and you irrevocably release the Company Parties from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
  1. Miscellaneous; Governing Law
  1. Except as expressly agreed by the Company and you, these Terms constitutes the entire agreement between you and the Company with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein.  The Section headings are provided merely for convenience and will not be given any legal import.   
  2. These Terms will inure to the benefit of our successors and assigns.  You may not assign these Terms or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of the Company. Company may assign these Terms or any of the rights or obligations hereunder, and any causes of action arising hereunder, to any third party without necessity or obligation of notice to you. The waiver or failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further right hereunder. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision, the remaining provisions being deemed to continue in full force and effect.   
  3. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Service. 
  4. Failure of the Company to act on or enforce any provision of these Terms will not be construed as a waiver of that provision or any other provision in these Terms.  No waiver will be effective against the Company unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. Further, Company will not be responsible for any failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including without limitation acts of God, war, riot, terrorism, embargoes, acts of civil or military authorities, fire, flood or other incident of “Force Majeure.”
  5. You agree that Company will be entitled to all legal and equitable remedies otherwise available to it to protect the intellectual property, proprietary rights and confidential information of itself and its licensors, including, without limitation, the right to seek and obtain injunctive relief and enforce the same against you without the necessity of having to post bond or other such guarantee.
  6. These Terms will in all respects, be governed by and construed and enforced in accordance with the laws of the State of California (without giving effect to any choice or conflict of laws). You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in Los Angeles County, California.

Contact:  If you have any questions or comments about these Terms or your use of the Service, please contact us at info@heromeetings.com.

Last Update: December 10, 2019