Terms of Service

Last Revised August, 2020

1. SCOPE OF AGREEMENT.

 

1.1. Terms of Service. These terms of service (“Terms of Service”) are a legally binding contract between you (including all Free Subscribers, Individual Subscribers, Enterprise Subscribers, Authorized Users, and visitors) and HelioScout Inc., which governs your access and use of the website helioscout.com, and affiliated websites, domains, subdomains, addon domains, features, mobile applications, browser extensions, user platforms, products, software and other services (collectively, the “Services”), owned or controlled by HelioScout Inc., a Maryland Corporation, or its subsidiaries and affiliated companies (“HelioScout,” “HS,” the “Company,” “we,” “our,” or “us”). “Affiliated companies” are entities that control, are controlled by or are under common control with HelioScout.  You and HelioScout may be referred to in this Agreement individually as a “Party” or collectively as “Parties.”

In any event that you and the Company will or executed a separate written Agreement, then the terms and conditions of such Agreement shall prevail to the extent of any conflict with the terms and conditions set forth in the Terms of Service.

1.2. Privacy Policy. For information about how HS treats information when you use the Services, please review our privacy policy (“Privacy Policy”). You agree that by using the Services you consent to the use as set forth in the Privacy Policy. If you will use the Services on behalf of an organization or transfer data to another organization or country, it is your responsibility to determine how that organization or country’s own policies regarding storage, access, modification, deletion, sharing, retention of personal data may apply to your use of the Service.

1.3. Cookie Policy. HS uses cookies for security and authentication purposes. You agree that by using the Services you consent to HS’s use of cookies and follow our Cookie Policy.

1.4. Changes to the Terms of Service. Although most changes are likely to be minor, we may change our Terms of Service from time to time, and in our sole discretion. We encourage visitors check this page for any changes to the Terms of Service. You are responsible for ensuring we have an up-to-date active and deliverable email address for you in order to notify you for any changes. Your continued use of the Services after being notified of any change in this Terms of Service will constitute your full understanding and acceptance of all the changes. The date the Terms of Service was last revised is identified at the top of the page.

1.5. Entire Agreement. The Terms of Service, the Privacy Policy, the Cookie Policy, any other legal notices published by us on the Services, and any separate mutual service agreement between you and us are, collectively, an agreement (this “Agreement”) between you and HS. By accessing or using the Services you acknowledge and agree to this Agreement.

IF YOU CHOOSE TO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE TERMS OF SERVICE, THE PRIVACY POLICY, THE COOKIE POLICY AND SEPARATE MUTUAL AGREEMENT, YOU MAY CHOOSE TO IMMEDIATELY STOP USING THE SERVICE.

 

2. USERS.

2.1. User’s Eligibility. By using the Services, you represent and warrant that:

  1. You have reached the minimum age to use the Services. “Minimum Age” means 16 years old. However, if law requires that you must be older in order for HS to lawfully provide the Services to you without parental consent (including use of your personal data) then the Minimum Age is such older age;

  2. You have the requisite individual or corporate power and authority to enter into this Agreement ;

  3. You are not restricted by HS from receiving Services and/or barred under applicable law;

  4. You will only purchases the Services for your own or your entity or organization’s recruiting or human capital function use;

  5. Each individual user will only create one account and must be created in your real name and company email address;

  6. You will update all information you provided to HS to make it accurate, true, current and complete so that HS can reach you for important notices;

  7. You accept the risks that the data retrieved and analyses generated through the use of the Services may inaccurately portray a particular candidate, including but not limited to the candidate’s qualification. You further agree to use data from HelioScout in compliance with lawful hiring practices and will not use data from the HS platform as a single and/or major determinative factor in recruitment and hiring;

  8. You agree that the potential job candidates viewed through the HS platform are the third-party beneficiaries through your use of the Service. You agree not to engage in any activity that harasses the job candidates or any activity that is harmful to you, the candidates, the Services, or others (e.g. infringing upon the rights of others, transmitting fraudulent, false, or misleading information, transmitting viruses, spreading terrorist content, communicating hate speech, or advocating violence against others); and

  9. You have conducted and obtained all necessary consents, notifications, and rights to furnish, and to transfer to HS, free of all claims, encumbrances, and other restrictions, any data concerning your employees and active/passive job candidates for employment that HS may require to access in order to provide the Services and to meet HS’s other obligations under this Agreement.  You further warrant that HelioScout will be entitled to quietly and peacefully use such data in providing the Platform Services and meeting its other obligations under this Agreement, subject to and in accordance with the provisions of this Agreement.

2.2. User Category.

  1. Free Subscriber. If you are a free subscriber for the Services, or are accessing the Services to use a Trial (as defined below), or are otherwise browsing, this Agreement is between HS and you, individually (“Free Subscriber”). A Free Subscriber can have only one account with a free trial. Any account created after the first account will be charged based on the current HS rates, and such user can no longer utilize a free trial. Upon canceling the subscription, the Services will be terminated at the end of the billing cycle in which you canceled the subscription. If Free Subscriber has registered to use Service on a trial basis, then Individual Subscriber may use such Services only for noncommercial evaluation purposes during the applicable trial period.

  2. Individual Subscriber. If you are an individual paying subscriber for the Services, or are accessing the Services to use a Trial (as defined below), or are otherwise browsing, this Agreement is between HS and you, individually (“Individual Subscriber”). An Individual Subscriber can have only one account with a trial. Any account created after the first account will be charged based on the current HS rates, and such user can no longer utilize a trial. Upon canceling the subscription, the Services will be terminated at the end of the billing cycle in which you canceled the subscription. If Individual Subscriber has registered to use Service on a trial basis, then Individual Subscriber may use such Services only for noncommercial evaluation purposes during the applicable trial period.

  3. Enterprise Subscriber.   If you are entering into this Agreement on behalf of an LLC, Corporation,  or other legal entity or organization that has subscribed to the Services,  and will or has authorized one or more Authorized Users (defined below) to use the Services, this Agreement is between HS and the aforementioned entity/organization (an “Enterprise Subscriber”).  You represent that you have the authority to bind the Enterprise Subscriber to this Agreement. In this case, references to “you” in this Agreement shall mean the Enterprise Subscriber. If you do not have such authority, you must not accept this Agreement and may not use the Services. Enterprise Subscribers shall ensure that the total number of Authorized Users does not exceed the maximum number of seats authorized by and purchased from HS (each of which seats represents a unique (named) Authorized User). Authorized Users may not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their seat, username or right to use the Services to any third party. In the event that the Enterprise Subscriber wishes to add additional Authorized Users, a change order request can be processed by the HS Account Manager. Every Authorized User will be provided with unique login credentials to be used only by that specified user, and any sharing of credentials will be considered a breach of contract. You, the Enterprise Subscriber, are solely responsible for the way your Authorized Users’ use the Service, and for ensuring that all of your Authorized Users comply with all of the terms and conditions of this Agreement. Any violation of the terms and/or conditions of this Agreement by an Authorized User shall be deemed to be a violation thereof by you.

  4. Authorized User. If you are an employee, contractor, or member of an LLC, Corporation,  or other legal entity or organization that has subscribed to the Services,  and will or has authorized you to use the Services, this Agreement is between you (an “Authorized User”) and the Enterprise Subscriber, as well as between you and HS.

2.3. Service Location and Training

2.3.1. Service Location.  Service will be delivered through HelioScout’s web-based client portal or through integration with your systems. Data will reside on servers within the US.  

2.3.2. Training.  Unless explicitly noted elsewhere in the Agreement, all HS training will be delivered remotely to employees. Any on-site training must be mutually agreed upon by HS and you, and will incur a fee, in addition to all travel and lodging expense being reimbursed by you.

 

3. PROPRIETARY RIGHTS .

3.1. Nothing herein will be construed to restrict, impair or deprive either you or HS of any of its rights or proprietary interest in intellectual property, technology, or products that existed prior to, and independent of, the performance of the HS platform or provision of materials under this Agreement. 

3.2. HS retains title to the Services and related HS Marks (design, content, trademarks, service marks, and logos of HS and the Services) and does not convey any proprietary rights or other interest therein to you.  You agree not to sell, assign, rent, lease, loan, or otherwise transfer the Services under this Agreement, or to sub-license the Services to any third party.

3.3. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by HelioScout in connection with the Services will be the exclusive property of HelioScout. This includes anonymized candidate data furnished to HS, which HelioScout may retain in a blinded format that is scrubbed of identifying information for secure storage. 

3.4. HS and you acknowledges that this Agreement and the Services provided are non-exclusive and either you or HS may contract with other parties for any services.

 

4. USE OF THE SERVICES.

4.1. Technology Platform. You understand that HS acts only as a technology platform and interface, and that HS does not itself verify the qualifications of job candidates/profiles, nor does it evaluate or control in any ongoing manner exchanges between users and job candidates. HS cannot and does not assume responsibility for the accuracy, completeness, reliability of the information of the job candidate. You agree to use caution, common sense, and generally acceptable practice to evaluate the job candidates.

4.2. Interactions with the Services. Interactions with the Services are at your own risk. HS has no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the Services. Your registration to use the Services constitutes your consent to receive email communications from HS, including messages regarding customer service issues and other matters. You may opt not to receive email correspondence, other than technical notifications and email regarding issues related to your account and your use of the Services, at any time by following the information provided to you by HS.

4.3. Third-party Product or Service. HS does not endorse or recommend the product or service of any particular third-party individual, service professional or organization. It is entirely up to you to evaluate an individual’s, service professional’s or organization’s qualifications, and to enter into a direct contract or otherwise reach agreement with the individual, service professional or organization. We do not guarantee or warrant any service professional’s or organization’s performance at work or the outcome or quality of the services performed to be fully compatible with the Services.

4.4. No Affiliation with Brands. HS is a private company and has no affiliation or rights with any brand or third-party products on the Services. HS disclaims ownership of any trademarks, logos or images belonging to any brand or third-party products appearing on this site. The appearance of trademarks and/or logos belonging to brands, third-party products or their respective companies on the Services does not constitute affiliation or endorsement by such companies of any of the services provided by HS.

4.5. Errors, Inaccuracies and Omissions. Occasionally there may be information in the Services that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Services or on any related website is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Services or on any related website, including without limitation, except as required by law. No specified update or refresh date applied in the Services or on any related website should be taken to indicate that all information in the Services or on any related website has been modified or updated.

 

5. RESTRICTIONS OF USE.

You agree to use the Services solely for recruiting purpose, not for any unlawful purpose or in any way that violates the Terms of Service. Any use of the Services in violation of these Terms of Service may result in, among other things, termination or suspension of your account and your ability to use the Service. You will not, directly or indirectly, conduct the following prohibited actions on the Services:

  1. Reverse engineer, duplicate, replicate, remove, transfer, reveal, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Services (“Software”);

  2. Modify, translate, or create derivative works based on the Services or any Software;

  3. Use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third;

  4. Remove or cover any proprietary notices, marks, or labels, overlay or otherwise modify helioscout.com or its appearance;

  5. Download, store, distribute, transmit, publish, export, re-export or otherwise disseminate any HS IP;

  6. Transfer to any third-party any of your rights under this Agreement;

  7. Access content or data not intended for you, collect or harvest any personally identifiable information including account names from the Services;

  8. Log onto a server or account that you are not authorized to access, impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hiding or attempting to hide your identity;

  9. Violate or attempt to violate any security or authentication feature or measures of the Services;

  10. Attempt to access or derive the source code or architecture of the Services;

  11. Attempt to probe, scan or test the vulnerability of the Services, or any associated system or network, or to breach any security or authentication feature or measures of the Services, and if you are blocked by HS from accessing the Services (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address);

  12. Interfere or attempt to interfere with Services to any user, host or network, including, without limitation, by means of submitting malicious software or computer code (“Malicious Code”) load testing, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;

  13. Use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service, access any content or features of the Services through any technology or means other than those provided or authorized by the Services;

  14. Upload invalid data, viruses, worms, or other software agents through the Services;

  15. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, including, without limitation, an Enterprise Subscriber;

  16. Transmit spam, chain letters, or other unsolicited email;

  17. Use the Services for any commercial solicitation purpose or political campaigning;

  18. Check more than one thousand results in the Services during any 24-hour period; or

  19. Use the Services for any illegal purpose or in violation of any applicable law or regulation, including laws that govern email marketing such as the CAN-SPAM Act of 2003.

 

6. USER ACCOUNT.

6.1. Account Registration. If you choose to register for an account, you must complete the account registration process by providing us with current, complete, and accurate information as prompted by the applicable registration form. You agree to register only once using a single account. You agree you will not (i) register on behalf of another person; (ii) register under the name of another person or under a fictional name or alias; (iii) choose a username that constitutes or suggests an impersonation of any other person (real or fictitious) or entity or that you are a representative of an entity when you are not, or that is offensive; (iv) choose a username for the purposes of deceiving or misleading our users and/or the HS as to your true identity; or (v) choose a username that incorporates a solicitation.

6.2. Account Information. You are entirely responsible for maintaining the confidentiality of your account information and password. Furthermore, you are entirely responsible for any and all activities that occur under your account. You should notify us immediately of any known or suspected unauthorized use of your username and password or any other breach of security. HS will not be liable for any loss that you may incur as a result of someone else using your username, password, or account, either with or without your knowledge. You may not use anyone else’s account at any time, without the permission of the account holder. Your account is unique to you and may not be transferred to any third party.

6.3. Account Security. HS cares about the integrity and security of your account information, and has implemented both organizational and technical safeguards to protect your personal information. However, HS cannot guarantee that unauthorized third-parties will never be able to defeat the Services’ security measures or use any personal information you provided to us for improper purposes. You acknowledge that you provide your account information at your own risk, and your continued use of the Services constitutes your acceptance of the potentiality of such risk.

 

7. CONFIDENTIAL INFORMATION.

 

7.1 Confidential Information.  Each Party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other Party (the “Receiving Party”) certain non-public, commercially proprietary or sensitive information, whether or not designated as “confidential”  or “proprietary” or similar designation, that relates to the past, present or future business activities of the Disclosing Party or its subsidiaries or affiliates, or their respective employees, customers or third party suppliers or contractors, including technical, marketing, financial, employee, planning, and other confidential and proprietary information (“Confidential Information”).

 

7.2 Duty of Care.  The Receiving Party will hold such Confidential Information in trust and confidence for the Disclosing Party and, except as set forth in this Agreement or as otherwise may be authorized by the Disclosing Party in writing, will not disclose such information to any person, firm or enterprise.  The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will treat all Confidential Information of the Disclosing Party with the same degree of care that the Receiving Party treats its own confidential or proprietary information, but in no event less than reasonable care.    The Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party's employees, and to any of the Receiving Party's contractors who are bound to the Receiving Party by confidentiality obligations substantially equivalent to those set forth in this Section, solely as required in order for the Receiving Party to perform under this Agreement, or in the case of you, as and to the extent necessary for the conduct of its business or to the extent necessary for performance of services for you.

 

7.3 Exclusions.  Information shall not be considered “Confidential Information” to the extent, but only to the extent, that such information:

(a) was already known to the Receiving Party free of any restriction at the time it is obtained from the Disclosing Party;

(b) is subsequently learned from an independent third party free of any restrictions and without breach of this Agreement or any other agreements;

(c) is or becomes publicly available through no wrongful act of the Receiving Party; or

(d) is independently developed by the Receiving Party without reference to any Confidential Information.

 

7.4 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under applicable law, rule or order, provided that the Receiving Party, where reasonably practicable and to the extent legally permissible, provides the Disclosing Party with prior written notice of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and provided further that the Receiving Party discloses no more Confidential Information of the disclosing Party than is reasonably necessary in order to respond to the required disclosure.  If at any time either Party discloses Confidential Information of the other Party after being compelled to do so under applicable law, rule or order, the Information so disclosed will nevertheless still be considered Confidential Information under this Agreement after the disclosure is made, and the Parties shall continue to treat it as such.

7.5 Return of Confidential Information.  Each party may retain copies of the Confidential Information, as applicable, to the extent required to comply with applicable legal and regulatory requirements.  Such Confidential Information, as applicable, will remain subject to the terms and conditions herein.  Otherwise, at the request and option of the Disclosing Party, or in the event of termination or expiration of this Agreement (or any part thereof), the Receiving Party agrees to promptly: (a) return to the Disclosing Party the Confidential Information (and in the case of you as the Disclosing Party, all documentation, specifications, and data related to the Agreement, even if not Confidential Information); or (b) destroy or permanently erase on all forms of recordation the Confidential Information and, if requested by the Disclosing Party, acknowledge in writing that all such Confidential Information has been destroyed or permanently erased.

 

8. SURVIVAL OF TERMS.
 

This Agreement’s terms and conditions that by their nature are intended to survive termination or expiration of this Agreement shall so survive, including without limitation, intellectual property, indemnifications, and limitations of liability. The termination of your access to and use of the Services shall not relieve you from any obligations arising or accruing prior to the termination or expiration, and shall not limit any liability that you otherwise may owe to HS or any third party.

 

 

9. USER INFORMATION.

9.1. User Data. As a user with a registered account, you may be required to provide certain personal data to HS in order to use the account and Services. You and HS agree that we may access, store, process and use any information and personal data that you provide in accordance with the terms of the Privacy Policy.

9.2. Additional Protection on Data of EU/EEA Users. For EU and EEA users, HS will process users’ personal data based on consent, contract or legitimate interests. HS will also rely on EU-U.S. Privacy Shield framework and/or Standard Contractual Clauses to provide safeguards for data transfer from EU/EEA to U.S. You can also opt out from our Services by following the instruction in our EU User Privacy Policy.

9.3. User Information Disclaimers. HS takes no responsibility and assumes no liability for the accuracy and completeness of any user information provided, stored or uploaded by you or any third-party. You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information will be truthful. HS may be required by law to remove certain information or content in certain countries.

 

10. THIRD-PARTIES.

10.1. Third-Party Links. The Services may contain links to third-party websites or services. You acknowledge and agree that HS is not responsible or liable for: (i) the availability or accuracy of such websites or services, or (ii) the content, products, or resources on or available from such websites or services. Links to such websites or services do not imply any endorsement by HS of those websites or services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or services.

10.2. Third-Party Content. Through the Services, you will have the ability to access and/or use content provided by third parties. HS cannot guarantee that such third-party content will be free of material you may find objectionable or otherwise. HS disclaims any responsibility or liability related to your access or use of any third-party content.

10.3. Third-Party Promotions. Some third-parties may promote sweepstakes, competitions, promotions, and other similar opportunities (“Third-Party Promotions”). HS is not the sponsor or promoter of these Third-Party Promotions and does not bear any responsibility or liability for the actions or inactions of any third-parties who organize, administer or are otherwise involved in any of promotion of these Third-Party

Promotions. If you wish to participate in any of these Third-Party Promotions, you are responsible for reading and ensuring that you understand the applicable rules and any eligibility requirements and are lawfully able to participate in such Third-Party Promotions in your jurisdiction.

10.4. Third-Party Listings. We do not warrant and shall not be liable for the quality of any third-party products, services, information, or other material obtained by you.

 

11. COPYRIGHT POLICY.

HS respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us at the below contact:

HelioScout Inc.

Attn: Legal Department

1301 Lowman Street

Baltimore, Maryland 21230

info@helioscout.com

Any other feedback, comments, requests for technical support, and other communications should also be directed to info@helioscout.com.

12. FORCE MAJEURE.

 

Neither Party will be liable to the other Party for any delay, failure in performance, loss or damage due to fire, explosions, pandemics, power blackouts, earthquakes, floods, the elements, strikes, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, terrorism or other causes similar to the foregoing (“Force Majeure Events”); provided (i) such Party did not contribute in any way to such event, (ii) such occurrence could not have been avoided by commercially reasonable precautions and cannot be circumvented through the use of commercially reasonable alternative sources, workaround plans or other means, and (iii) such Party continues to use all commercially reasonable efforts to recommence performance whenever and to whatever extent possible.  If such Force Majeure Event continues for more than five (5) days, you may terminate this Agreement without liability as of the date specified in a written notice to HelioScout.

 

13. LIMITATIONS OF LIABILITY.

 

NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IN NO EVENT SHALL HS, ITS DIRECT OR INDIRECT SUBSIDIARIES, CONTROLLED AFFILIATES, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL SUITS, ACTIONS, CLAIMS, DEMANDS, LOSSES, JUDGMENTS, SETTLEMENTS, FINES, PENALTIES, DAMAGES, COSTS, EXPENSES (INCLUDING ATTORNEYS' FEES), OR LIABILITIES OF ANY KIND, NOR FOR ANY LOST PROFITS OR REVENUES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING ANY ALLEGATION OR ASSERTION BY A THIRD PARTY THAT THE SERVICES  PROVIDED, CONSTITUTE AN INFRINGEMENT OR VIOLATION OF ANY RIGHTS OF SUCH THIRD PARTY.

 

14. INDEMNIFICATION.

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless HS, its affiliates and subsidiaries, and each of their, officers, directors, managers, members, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, settlements, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from, without limitation: (i) your use of and access to the Services for unauthorized purposes; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right.  If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

 

15. GOVERNING LAW AND DISPUTE RESOLUTION.

 

In all respects this Agreement will be governed by, and construed in accordance with, the substantive laws of the State of Maryland without regard to conflict of law principles.  Any claim or action brought by one of the Parties hereto in connection with this Agreement shall be brought in the appropriate Federal or State court located in Baltimore City County, and the Parties hereto irrevocably consent to the exclusive jurisdiction of such court. 

Mandatory Arbitration: The Parties each agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to this Agreement by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. During the arbitration, the amount of any settlement offer made by HS or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or HS is entitled. The arbitration will be conducted in Baltimore County, Maryland, in the United States. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. This arbitration agreement survives the termination of this Agreement between you and HS.

16. DISCLOSURES.

In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect HS’s systems and users, or to ensure the integrity and operation of HS’s business and systems, HS may access and disclose any information it considers necessary or appropriate, including, without limitation, account information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted User Content. HS’s right to disclose any such information, as applicable, shall be pursuant to the terms of HS’s Privacy Policy. Please see HS’s Privacy Policy for the terms of our personal information collection and use practices with respect to the Services.

 

17. NOTICE FOR CALIFORNIA USERS.

Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

 

18. MARKETING / PROMOTIONAL MATERIALS

 

18.1. You grant HelioScout the right to use your name and logo for use in marketing and promotional materials that include, but may not be limited to, printed materials such as brochures, newsletters, videos and digital images used on Company’s website.

 

18.2. Notwithstanding section 18.1 above, the nature of the Services may not be described or shared without your consent.

 

 

18. OTHER JURISDICTIONS.

By accessing or using the Services, or submitting information, you acknowledge that you accept the practices and policies outlined in this Agreement and consent to having your data transferred to and processed in the United States. If you do not agree to the terms of this Agreement, please do not use the Services. The Services is controlled and operated by HS from the United States. We do not represent or warrant that the Services, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Services, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. In order to comply with the laws of different geographic areas or jurisdictions, we may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction that we choose, at any time and in our sole discretion.

20. MISCELLANEOUS

20.1 Waiver.  At no time will any failure or delay by either Party in enforcing any provisions, exercising any option, or requiring performance of any provisions, be construed to be a waiver of same. 

20.2. Severability. If any term, provision or part of this Agreement is to any extent held invalid, void or unenforceable, the remainder of this Agreement will not be impaired or affected thereby, and each term, provision and part will continue in full force and effect, and will be valid and enforceable to the fullest extent permitted by law.

20.3 Interpretation.

20.3.1. Unless otherwise indicated, section and article references are to sections or articles of the document in which the reference is contained.  References to numbered (or lettered) sections or articles will be deemed to also refer to and include all subsections of the referenced section.

20.3.2. The section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement.

20.3.3. This Agreement will be deemed to have been written by both Parties.

20.4. Headings. Headings are for reference and will not affect the meaning of any of the provisions of this Agreement.

20.5. Relationship of the Parties. Nothing in this Agreement will be construed to create any franchise, joint venture, trust, partnership or any other similar relationship between the Parties for any purpose whatsoever.

 

21. CONTACT INFORMATION.

If you have any questions, feedback or to report a violation regarding these Terms of Service, you may email us at info@helioscout.com or contact us by mail addressed to:

HelioScout Inc.

1301 Lowman Street

Baltimore, Maryland 21230