Terms of Service
Last updated : March 25, 2022
Welcome to Heroic. Heroic provides various programs, content and tools to help people (" Customers" or " you") become and be the best, most "Heroic" version of themselves (as modified, collectively, the " Heroic Programs"). The websites at https://heroic.us and https://www.optimize.me (collectively, the " Sites"), the mobile applications (the " Mobile Apps") and the various other related content, tools, services and other features, functions, software, applications and websites (together with the Heroic Programs, the Sites, the Mobile Apps, collectively the " Heroic** Services**") are provided and operated, and are being made available to you, the other Customers and the other users of any of the Services (collectively, "Users") by Heroic Enterprise, a Public Benefit Corporation ("**Heroic ", " us " or " we**"). All defined terms used herein shall have the meanings prescribed to these terms in these Terms of Service.
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against Heroic to binding and final arbitration. You will only be permitted to pursue claims against Heroic on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
TO ACCESS AND USE THE HEROIC PROGRAMS, THE SITES, THE MOBILE APPS AND THE OTHER HEROIC SERVICES, YOU MUST BE AT LEAST 13 YEARS OF AGE. BY CLICKING "I AGREE," ACCESSING AND USING THE HEROIC PROGRAMS OR ANY OF THE OTHER HEROIC SERVICES, YOU REPRESENT THAT:
YOU HAVE NEVER PREVIOUSLY BEEN SUSPENDED OR REMOVED FROM THE HEROIC PROGRAMS, OR ANY OF THE OTHER HEROIC SERVICES;
YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH HEROIC;
YOU WILL COMPLY WITH THESE TERMS AND ALL APPLICABLE LOCAL, STATE, NATIONAL AND INTERNATIONAL LAWS, RULES AND REGULATIONS; AND
YOU ARE NOT A COMPETITOR OF HEROIC AND DO NOT INTEND TO USE THE HEROIC PROGRAMS, OR ANY OF THE OTHER HEROIC SERVICES FOR REASONS THAT ARE IN COMPETITION WITH THE HEROIC SERVICES OR OTHERWISE TO REPLICATE SOME OR ALL OF THE HEROIC SERVICES FOR ANY REASON.
3. The Heroic Programs
3.1 Heroic Programs. Heroic currently provides the following three (3) programs to help you become and be the best, most "Heroic" version of yourself and close the gap between who you are and who you are capable of being, as more particularly described on the Sites:
(a) Heroic App. The app gives you more wisdom in less time through a variety of philosopher's notes, 101 series lessons, and other video and written content (as modified, " Optimize").
(b) Social TrainingPlatform. The Social Training Platform provides a variety of training content, tools, and lessons that help you move from Theory to Practice to Mastery (as modified, " Social Training Platform").
(c) Heroic Coach. Heroic Coach is a 300-day program that may help you change your life (as modified, " Heroic Coach"). For more on the science of Heroic Coach, please visit https://www.heroic.us/coach/science.
3.2 Accessing and Using the Heroic Programs.
(a) To access and use the Heroic Programs, you must register and create an account.
(b) You may access and use the Heroic Programs through the Sites and the Mobile Apps. To access and use the Heroic Programs through the Mobile Apps, you must first download the Mobile App onto your phone or other mobile device from the Google Play Store or the Apple App Store (the " App Store").
(c) In registering and creating an account, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted during the registration and account creation process (" Registration Data"), and (ii) maintain and promptly update the Registration Data, including the information associated with your payment method, to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Heroic has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Heroic has the right to suspend or terminate your account and prohibit you from accessing and using the Heroic Programs and/or any of the other Heroic Services. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or to access and use the Heroic Programs or any of the other Heroic Services if you have been previously removed by Heroic or if you have been previously banned from accessing and using the Heroic Programs or any of the other Heroic Services.
(d) When accessing the Heroic Programs through the Mobile App that was downloaded from an App Store, you acknowledge and agree that: (a) these Terms are concluded between us, and not with the App Store, and that we are solely responsible for the Mobile App (and not the App Store); (b) the App Store has no obligation to furnish any maintenance and support services with respect to the Mobile App; (c) the App Store is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App or your possession and use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and (iv) any third party claim that the Mobile App or your possession and use of the Mobile App infringes that third party's intellectual property rights; and (d) you must also comply with all applicable third party terms of service, including the Apple App Store Terms and Conditions and the Usage Rules or the Google Play Terms of Service, when using the Mobile App.
(a) Social Training Program. Access and use of the Social Training Program is provided on an annual subscription basis (the " Subscription"). You may terminate and receive a full refund for your Subscription for any reason within sixty (60) days of registration through the Sites or by notifying us at firstname.lastname@example.org. The Subscription shall automatically be renewed for another annual period unless you cancel through your account settings, through your app store subscription settings, or notify us at email@example.com at least ten (10) days prior to the start of the then current annual period.
(b) Heroic Coach. Heroic Coach is a 300-day program. You may terminate and receive a full refund for Heroic Coach for any reason within sixty (60) days of registrationby notifying us at firstname.lastname@example.org.
4. Fees, Payments and Refunds
(a) Social Training Program. The current annual subscription fees to access and use the Social Training Program can be found at https://heroic.us (as modified, the " Subscription Fees").
(b) Heroic Training. The current one-time fee to access and use Heroic Training can be found at https://heroic.us (as modified, the " Training Fees" and together with the Subscription Fees, collectively, the " Fees").
4.2Payment and Taxes.
(a) Payments. The Subscription Fees and the Training Fees shall be paid at registration in accordance with Section 4.2(b). You hereby authorize Heroic to automatically charge your credit or debit card through the Payment Processor for any such Subscription Fee.
(b) Payment Processing. The Subscription Fees and the Training Fes made in connection with shall be made through a third-party payment processor directed by Heroic (e.g., Stripe, the App Store, etc.) (any such third-party payment processor, the " Payment Processor"). Payment processing services for the Heroic Programs are currently provided through the applicable App Store or by Stripe and are subject to terms of service of the App Store or Stripe (as modified from time to time, the " Payment Processing Terms"). By agreeing to the applicable Payment Processing Terms or continuing to access or use the Heroic Programs, you agree to be bound by the Payment Processing Terms. As a condition of Heroic's enabling payment processing services through a Payment Processor, you agree to provide the Payment Processor accurate and complete information about you, your credit or debit card or bank account and such other information required by the Payment Processor, and you authorize Heroic to share any relevant transaction information to the Payment Processor.
(c) Future Services. In paying the Subscription Fees and/or the Training Fees, you acknowledge and agree that you are not relying on future availability of the Heroic Programs beyond the subscription period for which the Fees that you paid applies.
4.3Changes in Fees and Payment Methods.
Heroic reserves the right at any time to change the Subscription Fees and Training Fees (including to begin charging for services that it is currently providing free of charge or for new features) and billing methods, either immediately upon posting on the Sites or any of the Heroic Services or by notifying you by email.
THE SUBSCRIPTION FEES AND THE TRAING FEES ARE REFUNDABLE WITHIN SIXTY (60) DAYS OF REGRISTRATION FOR THE APPLICABLE HEROIC PROGRAM. AFTER THAT, ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS OTHERWISE REQUIRED BY LAW OR AGREED TO BY HEROIC IN ITS SOLE DISCRETION.
5. Grant of Rights; Unauthorized Use.
5.1 Grant of Rights.
Subject to your compliance with all the terms and conditions set out in these Terms, Heroic hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use the Heroic Programs, the Site and the other Heroic Services, to the extent of, and in accordance with, these Terms.
5.2 Prevention of Unauthorized Use.
Heroic reserves the right to exercise whatever lawful means it deems necessary to prevent the unauthorized access or use of the Heroic Programs, or the circumvention of the other Heroic Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
6. Additional Policies.
When accessing or using any of the Heroic Services, you may be subject to any additional posted policies, guidelines or rules applicable to the Heroic Programs, the Sites and the other Heroic Services which may be posted from time to time (as modified from time to time, the " Policies"). All such Policies are hereby incorporated by reference into these Terms.
7. Respecting other People's Rights.
Heroic respects the rights of others and so should you. You shall treat all other Users with respect, including the other Customers.
8. Modification of these Terms.
Heroic reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Sites, or any of the other Heroic Services. If Heroic updates these Terms, it will update the "last updated" date at the top of the Terms. Please check these Terms, including any Policies, periodically for changes. Your continued use of the Heroic Programs, or any of the other Heroic Services after the posting of changes constitutes your binding acceptance of such changes. In the event of a change to these Terms that materially modifies your rights or obligations (including applicable fees), Heroic will use commercially reasonable efforts to notify you of such change. Heroic may provide notice through a pop-up or banner within the Heroic Services, by sending an email to any address that we may have for you, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, Heroic may require you to provide consent by accepting the changed Terms. If Heroic requires your acceptance of the changed Terms, changes are effective only after your acceptance. For all other changes, except as stated elsewhere by Heroic, such amended Terms or fees will automatically be effective, replacing the previously-effective Terms or fees, thirty (30) days after they are initially posted on any of the Heroic Services. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF ALL OF THE HEROIC SERVICES.
To the extent that any modifications to the Terms or Policies are not allowed under applicable laws, the prior most recent version of the Terms or Policies shall continue to apply.
9. Digital Millennium Copyright Act.
It is Heroic's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Heroic' DMCA Notification Guidelines at https://heroic.us/DMCA/. If you file a notice with our copyright agent, it must comply with the requirements set forth in 17 U.S.C. § 512(c)(3). Heroic reserves the right to terminate without notice any User's access to the Sites and the other Heroic Services if that User is determined by Heroic to be a "repeat infringer." In addition, Heroic accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
10. Prohibited Conduct.
BY ACCESSING OR USING ANY OF THE HEROIC PROGRAMS OR OTHER HEROIC SERVICES, YOU AGREE NOT TO:
10.1 Access or use any of the Heroic Programs or other Heroic Services for the benefit of anyone other than yourself except in accordance with these Terms, including selling, reselling or distributing, in whole or in part, the Heroic Programs or other Heroic Services, or using the Heroic Programs as part of a service bureau or outsourcing offering;
10.2 Provide any services, directly or indirectly, that are similar to, or based on, the Heroic Programs or any of the other Heroic Services;
10.3 Copy, disclose, or distribute any data or other information available through the Heroic Programs, the Sites or any of the other Heroic Services, including any information, in any medium, including without limitation on the Sites, by any automated or non-automated "scraping;"
10.4 Interfere with, circumvent or disable any security or other technological features or measures of the Heroic Programs or attempt to gain unauthorized access to the Heroic Programs;
10.5 Use bots or other automated methods to: access the Heroic Services, download any information, send or redirect messages or perform any other activities through the Heroic Programs or any of the other Heroic Services;
10.6 Take any action that Heroic determines, in its sole discretion, imposes or may impose, an unreasonable or disproportionately large load on its infrastructure;
10.7 Upload invalid data, viruses, worms or other software agents through the Sites and/or any of the other Heroic Services;
10.8 Impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
10.9 Access and use the Heroic Programs or any of the other Heroic Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment; or
10.10 Use any of the Heroic Services for any commercial solicitation purposes.
11. Third-Party Sites.
The Sites and/or any of the other Heroic Services may now or in the future include links or references to other web sites or services (" Third-Party Sites") solely as a convenience to our Users. These sites or services may include links to the information about education and other sites or services that we think may be of interest to our Users. Heroic does not endorse any such Third-Party Sites or the services, information, materials, products, or services contained on or accessible through Third-Party Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through any of the Heroic Programs are solely between you and such advertiser. Access and use of Third-Party Sites, including the information, materials, products, and services on or available through Third-Party Sites are solely at your own risk.
12.** Mobile and Data Services.**
You are responsible for any mobile and data charges that you may incur in connection with the access and use the Heroic Programs or any of the other Heroic Services. If you're unsure what those charges may be, you should ask your service provider before using any of the Heroic Programs or other Heroic Services.
You agree that Heroic in its sole discretion, for any or no reason, your access and use of any of the Heroic Programs or other Heroic Services and remove and discard all or any part of your information, at any time. Heroic may also in its sole discretion and at any time discontinue providing access to the Heroic Programs or any of the other Heroic Services, or any part thereof, with or without notice. You agree that any termination of your access and use any of the Heroic Programs or other Heroic Services may be effected without prior notice, and you agree that Heroic will not be liable to you or any third party for any such termination. Heroic reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Heroic to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that Heroic may have at law or in equity. As provided herein, Heroic does not permit copyright infringing activities on the Sites or any of the other Heroic Services, and Heroic shall be permitted to terminate access to any of the Heroic Programs or other Heroic Services. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD HEROIC HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY HEROIC DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER HEROIC OR LAW ENFORCEMENT AUTHORITIES.
Your only remedy with respect to any dissatisfaction with (i) the Heroic Programs, the Sites or any of the other Heroic Services, (ii) any term of these Terms or (iii) any policy or practice of Heroic in operating the Heroic Programs, the Sites or the other Heroic Services, is to terminate your use of the Heroic Programs and any other Heroic Services. You may terminate your use of any of the Heroic Programs at any time.
14. Ownership; Proprietary Rights.
The Heroic Programs, the Sites and the other Heroic Services are owned and operated by Heroic. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Heroic Programs and the other Heroic Services provided by Heroic (the " Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on any of the Heroic Programs or the other Heroic Services are the property of Heroic or its subsidiaries or affiliated companies and/or third-party licensors or content providers. All trademarks, service marks, and trade names are proprietary to Heroic or its affiliates and/or third-party licensors. Except as expressly authorized by Heroic , you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Heroic reserves all rights not expressly granted in these Terms.
You hereby grant to Heroic a non-exclusive, worldwide, fully paid-up, royalty-fee, non-terminable, perpetual, irrevocable right and license to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit any feedback, comments, or suggestions that you provide with respect to the Heroic Programs, the Sites and/or the other Heroic Services and all related intellectual property, without restriction of any kind and without any right of accounting or compensation.
You agree to indemnify, defend, and hold Heroic its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any third-party claims, losses, damages, or liabilities, including legal fees and expenses, arising out of your use or misuse of the Heroic Programs, the Sites or any of the other Heroic Services, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein. Heroic reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Heroic and you agree to cooperate with Heroic' defense of these claims. Heroic will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
16. No Warranties; Disclaimers.
16.1 No Warranties .
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, HEROIC AND ITS AFFILIATES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY, THE " HEROIC PARTIES") DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE HEROIC PROGRAMS, THE SITES AND THE OTHER HEROIC SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, HEROIC PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE HEROIC PROGRAMS, THE SITES OR THE OTHER HEROIC SERVICES, WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE HEROIC PARTIES OR THROUGH THE HEROIC PROGRAMS, THE SITES OR THE OTHER HEROIC SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
16.2"As Is" and "As Available" and "With all Faults."
YOU EXPRESSLY AGREE THAT THE HEROIC PROGRAMS, THE SITES AND THE OTHER HEROIC SERVICES, ANY DATA, ASSESSMENTS, RESULTS, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, THIRD-PARTY SITE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH ANY OF THE HEROIC PROGRAMS OR THE OTHER HEROIC SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
16.3 PLATFORM OPERATION AND CONTENT.
THE HEROIC PARTIES DO NOT WARRANT THAT THE DATA, RESULTS, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE HEROIC PROGRAMS, THE SITES OR ANY OF THE OTHER HEROIC SERVICES OR ANY THIRD-PARTY SITE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
EXCEPT AS SPECIFICALLY PROVIDED IN WRITING BY HEROIC, THE HEROIC PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE HEROIC PROGRAMS OR ANY OF THE OTHER HEROIC SERVICES OR ANY THIRD-PARTY SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
16.5 Harm to your Mobile Devices.
YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN TRAINING, INFORMATION, MATERIALS, RESULTS OR DATA THROUGH THE HEROIC PROGRAMS, THE SITES OR ANY OF THE OTHER HEROIC SERVICES OR ANY THIRD-PARTY SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR MOBILE DEVICES) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
16. Limitation of Liability and Damages.
16.1 Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, NEGLIGENCE, WILL THE HEROIC PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR INABILITY TO USE THE HEROIC PROGRAMS, YOUR USE OF THE SITES OR ANY OF THE OTHER HEROIC SERVICES OR ANY THIRD-PARTY SITE, OR ANY OTHER INTERACTIONS WITH HEROIC OR ANOTHER CUSTOMER OR OTHER USER, EVEN IF HEROIC OR A HEROIC AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, HEROIC'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
16.2 Limitation of Damages.
IN NO EVENT WILL THE HEROIC PARTIES' TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO YOUR ACCESS AND USE OF THE HEROIC PROGRAMS, THE SITES OR ANY OF THE OTHER HEROIC SERVICES OR THESE TERMS, OR YOUR INTERACTION WITH HEROIC PROGRAMS, ANOTHER CUSTOMER OR OTHER USER (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE GREATER OF (A) $100 AND (B) AN AMOUNT EQUAL TO THE SUBSCRIPTION FEES AND/OR THE TRAINING FEES (IF ANY) PAID BY YOU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
16.3 Release for Disputes between Users.
If you have a dispute with any other Customers or other Users or other third parties, you hereby release Heroic and the other Heroic Parties from 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. 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."
16.4 Third-party Sites.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN HEROIC AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE HEROIC PROGRAMS OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
16.5 Basis of the Bargain.
YOU ACKNOWLEDGE AND AGREE THAT HEROIC HAS OFFERED THE HEROIC PROGRAMS AND THE OTHER HEROIC SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND HEROIC, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND HEROIC. HEROIC WOULD NOT BE ABLE TO PROVIDE THE HEROIC PROGRAMS OR ANY OF THE OTHER HEROIC SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
16.6 Limitations by Applicable Law.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
17. United States Export Controls.
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Heroic Programs or the other Heroic Services or any underlying intellectual property, information or technology except with the prior written approval of Heroic and in full compliance with all United States, foreign and other applicable export control laws and regulations.
Heroic may provide you with notices, including those regarding changes to these Terms, by email or postings on any of the Heroic Programs. Notice will be deemed given twenty-four hours after the email is sent, unless Heroic is notified that the email address is invalid. Notices posted on any of the Sites or the other Heroic Services are deemed given 30 days following the initial posting.
The failure of Heroic to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Heroic.
18.3 Dispute Resolution.
If a dispute arises between you and Heroic, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and Heroic agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Heroic Programs, the Sites, the Mobile Apps or any of the Heroic other Services (a " Dispute") will be resolved in accordance with this Section 18.3 or as Heroic and you otherwise agree in writing. Before resorting to these dispute methods, Heroic strongly encourages you to first contact Heroic directly to seek a resolution.
(a) Choice of Law. These Terms shall be governed in all respects by the laws of the State of Texas, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS OR ANY OF THE HEROIC PROGRAMS.
(b) Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS**.**
(i) ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND HEROIC (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS OR ANY OF THE HEROIC SERVICES, INCLUDING WITHOUT LIMITATION YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION''S RULES FOR ARBITRATION AND YOU AND HEROIC HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY ARBITRATION SHALL BE IN ENGLISH AND THE PLACE OF ARBITRATION SHALL BE TRAVIS COUNTY, TX. YOUR ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BE GOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND HEROIC WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAY BRING DISPUTES ONLY ON YOUR OWN BEHALF.
Neither you nor Heroic will participate in a class action or class-wide arbitration for any disputes covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST HEROIC INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another Customer or other User or third party, if Heroic is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
(ii) Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 18.3(b) is found not to apply to you or your claim, you and Heroic agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts covering Travis County, Tx. Both you and Heroic irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Heroic may bring a claim for equitable relief in any court with proper jurisdiction.
(iii) Survival. This arbitration agreement will survive the termination of your access or use any of the Heroic Programs or other Heroic Services or your relationship with Heroic.
(c) 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 18.3 above by sending written notice of your decision to opt-out to email@example.com. The notice must be sent to Heroic within thirty (30) days of your use of any of the Heroic Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
(d) Improperly Filed Claims. All claims you bring against Heroic must be resolved in accordance with this Section 18.3. All claims filed or brought contrary to this Section 18.3 shall be considered improperly filed. Should you file a claim contrary to this Section 18.3 , Heroic may recover attorneys' fees and costs up to $15,000, provided that Heroic has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
If any provision of these Terms (including any Policies) is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
18.5 Relationship of the Parties.
The parties agree that nothing in these Terms shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the parties, or as authorizing either party to act as the agent of the other. You are and will remain an independent contractor in your relationship to Heroic. Nothing in these Terms shall create any obligation between either party and a third party.
These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Heroic without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
Upon termination of these Terms, your access and use of the Heroic Programs, the Sites or any of the other Heroic Services or your relationship with Heroic, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 1, 2, 4.4 and 9 - 18.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
18.9 Entire Agreement.
18.10 Geographic Restrictions.
Heroic is based in the state of Texas in the United States. Heroic makes no claims that accessing or using the Heroic Programs or any of the other Heroic Services or any of the tools or content is accessible or appropriate outside of the United States. Accessing or using the Heroic Programs, the Sites, the Mobile Apps or any of the other Heroic Services may not be legal by certain persons or in certain countries. If you access any of the Heroic Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Heroic with respect thereto.
18.11. Electronic Communications.
The communications between you and Heroic use electronic means, whether you visit any of the Sites or other Heroic Services or send Heroic e-mails, or whether Heroic posts notices on the Sites or other Heroic Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Heroic in an electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Heroic provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
The Heroic Programs, the Sites and the other Heroic Services are offered by Heroic Enterprises, located at: Heroic Enterprises, 913 Main St., Bastrop, TX 78602 and email: firstname.lastname@example.org.
If you are a California resident, you may have this same information emailed to you by sending a letter to Heroic Enterprises, 913 Main St., Bastrop, TX 78602 with your email address and a request for this information.
California users are also 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 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
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