SETHERO LLC TERMS AND CONDITIONS OF USE
SetHero, LLC (“Company”) maintains and provides access to its Web site (the “Site”) and the Company’s services (the “Services”) to its customers and the businesses they represent (collectively, “User” or “you”). By using the Site or the Services, the User agrees to accept and abide by the Terms and Conditions of Use set forth in this agreement and agrees to comply with all applicable laws and regulations. If User does not agree to accept and abide by these Terms and Conditions of Use, do not use the Site or the Services. Company may revise or modify these Terms and Conditions of Use at any time from time to time and post such revisions or modifications on the Site. Continued use of the Site or Services after any such revision or modification constitutes User’s acceptance of the Terms and Conditions of Use as so revised or modified.
- LAWS AND REGULATIONS. User access to the Site and the Services is subject to any and all applicable federal, state and local laws and regulations.
- COPYRIGHT. All content included on the Site or provided through the Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Company or its content suppliers (including other users of the Site or the Services) and protected by United States and international copyright laws. The compilation of all content on the Site or provided through the Services is the exclusive property of Company and protected by United States and international copyright laws. All software used on the Site or otherwise underlying the provision of the Services is the property of Company or its software suppliers and protected by United States and international copyright laws.
- OWNERSHIP/LIMITED LICENSE. Other than information and content provided through the Services by the User for specific projects (“Project Information”), Company owns all information, content, materials, and other items on the Site or provided through the Services (collectively, the “Company Materials”). Subject to these Terms and Conditions of Use, Company grants User a limited, non-exclusive, non-transferable, revocable right to view, print and use the Site and the Company Materials provided therein and through the Services. Company authorizes User to view and use the Site and use the Services solely for User’s own purposes consistent with consumption of the Services, subject to the User’s project demands. This limited authorization is not a transfer of title in or to the Company Materials and User further agrees to the following restrictions: (i) User must retain all copyright, trademark and other proprietary notices contained in the Company Materials; (ii) User may not modify the Company Materials in any way or reproduce or publicly display them; and (iii) User must not transfer the Company Materials to any other person or third party except as enabled through the use of the Services. User agrees to comply with all applicable copyright, trademark, and other intellectual property laws in using the Services. Except for the limited license provided herein, User does not acquire any ownership interest, express or implied, under any patents, trademarks, copyrights or trade secret information viewed through the Site or through the Services. Users of the Site and the Services are prohibited from modifying, copying, distributing, displaying, creating derivative works or using any of the Company Materials for public purposes.
- ACCOUNT. A User of the Site and the Services may gain access to the use of the Services only by registering for an account (“Account”) and providing User account information as may be prompted by the registration and/or login form on the Site (the “Registration Data”). User represents and warrants such User’s Registration Data is accurate, current, and complete. User:
- agrees to maintain the security of User’s Account login and password;
- agrees to maintain and promptly update the Registration data, and any other Account information provided to Company, to maintain accuracy, currentness and completeness;
- acknowledges having sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Site;
- accepts all risks of unauthorized access to User’s Account, Registration Data and Project Information, if applicable; and
- NO WARRANTIES/DISCLAIMER. THE SITE, THE SERVICES AND THE COMPANY MATERIALS ARE PROVIDED ON AN “AS IS” BASIS AND AS SUCH THE SITE, THE SERVICES AND THE COMPANY MATERIALS MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL ERRORS. COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMPANY MATERIALS OR ANY OPINION, ADVICE OR STATEMENT DISPLAYED ON THE SITE OR THROUGH THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND PARTICIPATION IN THE SERVICES IS AT YOUR SOLE RISK. COMPANY DOES NOT WARRANT THE CONTINUED ACCESS OR QUALITY OF ACCESS TO THE SITE OR THE SERVICES, SUCH BEING SUBJECT TO PLANNED AND UNPLANNED DISRUPTIONS, INTERRUPTIONS AND OUTAGES, BOTH AS DETERMINED BY COMPANY OR AS MAY BE OUTSIDE OF COMPANY’S CONTROL. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING THE SITE, THE SERVICES AND THE COMPANY MATERIALS. COMPANY DOES NOT WARRANT THAT THE SITE, ITS PRODUCTS OR SERVICES OR E-MAIL, SMS OR TEXT MESSAGES, OR OTHER COMMUNICATIONS SENT FROM COMPANY (OR THIRD PARTIES ON BEHALF OF COMPANY) OR OTHER USERS OF THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OF LIMITATIONS OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- SERVICES; FEES. The fees for the Services (“Project Fees“) are charged on a per-project basis, as published by Company and revised from time to time. Company uses the Project Information in conjunction with the Company Materials to provide the Services for discrete groups of crew/cast working on a specific project (a “Project“). Each Project is an independent transaction with set price and usage. User agrees to pay the Project Fees for each Project it undertakes. If a Project is expanded in any manner, whether by the addition of crew/cast, duration, or otherwise, User shall be charged and shall pay such additional Project Fees as Company may charge in supplement of the Project and initially charged and paid Project Fees, such supplemental charges to be as published by Company and revised from time to time. User authorizes Company to charge additional Project Fees if it becomes apparent to the Company, in Company’s sole discretion, that more than one Project is being handled under a single Project Fee.
User must provide Company’s billing service provider with billing information, including valid credit card or other payment information. User will have all responsibility for maintaining and keeping this billing information current. Company will have no access to any of the credit card or other payment information provided by User to Company’s billing service provider and will have no liability whatsoever for any claims related to billing unless such claims are due to Company’s own error. Company’s billing service provider will charge Fees to User upon registration of a Project and submission of Project Information to the Company. User authorizes Company’s billing service provider to make and collect all such charges and authorizes User’s credit card issuer or other payment source to pay all such charges. The rates associated with Services are subject to change from time to time at Company’s discretion, and do not include any amounts for taxes. User will pay all applicable taxes levied by any tax authority based on the Services and/or Project Fees.
Notwithstanding anything to the contrary above, Company may offer any of the Services for different, or no, fees on such terms and conditions as Company in its sole discretion may determine, including, without limitation, pursuant to promotional or similar programs.
- USER CONTENT. Postings, uploads or other communications by User to any message board, Bulletin Board, chat-room, forum or similar feature located in the Site will not be protected as confidential, and Company may use and provide information contained in any such postings (including any remarks, suggestions, ideas, concepts, know-how or other intellectual property) to other Users, or any parent, subsidiary, and/or affiliates of Company for any purpose whatsoever and as deemed appropriate by Company. By providing any such information or materials to Company, User grants to Company an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, and display such information and materials, and you agree that Company is free to use any remarks, suggestions, ideas, concepts, know-how or other intellectual property. All information and other content communicated by User through the Services to Company (or third parties on behalf of Company) or other users of the Services will be limitedly protected as confidential to the extent the identity of the users of the Services is intended to be protected as anonymous, but such information and other content will not otherwise be protected as confidential. User acknowledges and agrees that User is responsible for whatever material User submits on the Site or through the Services and User agrees not to post or otherwise disseminate on the Site or through the Services any unlawful, defamatory, libelous, threatening, obscene, harassing, vulgar or otherwise unlawful information of any kind, or materials that incorporate the proprietary rights of any person. User understands and agrees that Company, its parent, subsidiaries, affiliates, officers, directors, employees and shareholders shall have no liability for any information or material contained on a bulletin board or other posting site or provided by User or other users through the Services.
- LINKS. Company (or third parties on behalf of Company) may provide hyperlinks on the Site or through the Services, including through the delivery of emails or SMS or other text messages, linking to other Web sites. If User links to these sites, User will leave the Site and User does so at User’s own risk. Company makes no warranty or representation regarding any linked Web sites or the information appearing on such linked sites. The links do not imply that Company sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in the linked sites. Company prohibits caching, unauthorized hypertext links to the Site, or the framing of any Company Materials available on the Site. As such, Company reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the Company Materials available on any other Web site linked to the Site. Users should be aware that linked sites may contain rules and regulations, privacy policies, confidentiality policies, and other provisions that differ from the provisions of the Site. Company is not responsible for such policies and expressly disclaims any and all liability related to such policies.
- AUTHORIZATION TO CONTACT.
11.1) As a User you represent, warrant and covenant that you:
- Understand that the disclosure of accurate, authorized Project Information is crucial to the compliant function of the Services;
- Have, and will continue to have, permission or other authority to access and provide Project Information, including all contact information, as required for providing the Services;
- Have, and will continue to have, a right to disclose and share all Project Information, and the information of all persons involved and associated with the Project Information, including all contact information, with Company as required for providing the Services;
- Agree to be entirely responsible for and hereby fully indemnify Company, its members, managers, officers, employees, agents and representatives, and their successors and assigns, against any and all claims, liabilities, damages, proceedings or adverse actions associated with the provision, accuracy, security and disclosure of and access to the Project Information and its use in the provision of the Services;
(a) To contact you for reasons relating to your account or your use of the Services or as authorized by applicable law.
11.3) Company may share your telephone numbers with its service providers for purposes of deploying the technology for providing you the Services. Company reserves all rights to share your telephone numbers with applicable law enforcement personnel, authorized persons designated in your account, and otherwise as Company determines in its sole discretion to be appropriate in the event of an emergency or threatened emergency.
- LIMITATIONS OF DAMAGES. IN NO EVENT SHALL COMPANY, ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND/OR SHAREHOLDERS HAVE ANY LIABILITY HEREUNDER TO ANY USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF INFORMATION, LITIGATION, OR THE LIKE) THAT ARE RELATED TO THE USE OF THE COMPANY MATERIALS, THE SITE, PERSONAL OR PROJECT INFORMATION, OR THE SERVICES AND THAT ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION ON DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND USER REGARDING USE OF THE SITE AND THE SERVICES. THE SITE, THE SERVICES AND THE COMPANY MATERIALS WOULD NOT BE PROVIDED TO USER WITHOUT SUCH LIMITATION ON DAMAGES.
- INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Company, its shareholders, directors, officers, employees, agents, and/or representatives from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees and court costs resulting from: (a) any violation of these Terms and Conditions of Use; (b) any activity related to your account information (including, but not limited to, negligent or wrongful conduct by you or any other person accessing the Site using your account information, computer or other device, with or without your knowledge or consent); and/or (c) any User content or information you submit or transmit through the Site or the Services in violation of these Terms and Conditions of Use.
- SERVICE INTERRUPTION. You acknowledge that the Site and the Services as made available by Company are subject to disruption, interruption and outages for a variety of reasons, including, without limitation, scheduled or unscheduled maintenance, repairs or upgrades, failure of telecommunication and network infrastructure, and that Company has no liability to you or anyone else on account of any claim, damage, loss, expense or similar obligation or cost related to such disruption, interruption or outage, all such liability being specifically disclaimed by Company.
- ACCESS TO PROTECTED/SECURE AREAS. Access to and use of password protected and/or secure areas of the Site are restricted to authorized Users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
- VIOLATIONS OF TERMS AND CONDITIONS. Company reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions of Use.
- GOVERNING LAW. This Agreement and the provision of any products or services under these Terms and Conditions of Use shall be governed by the laws of the State of Michigan, without regard to conflicts of laws rules.
- DISPUTES. Any dispute relating in any way to your visit to the Site or to the Services you purchase or obtain through the Company shall be submitted to confidential arbitration in Grand Rapids, Michigan, except that, to the extent you have in any manner violated or threatened to violate Company’s intellectual property rights, Company may seek injunctive or other appropriate relief in any state or federal court in the state of Michigan, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
- SECURITIES LAWS. The Site may include statements concerning Company’s operations, prospects, financial condition and demand for its products and/or services, as well as plans and objectives that are forward looking. These statements are assumptions that are subject to many factors, many of which are beyond Company’s control. The Site and the information contained herein do not constitute an offer or a solicitation for the sale of securities. None of the information contained in the Site is intended to be, and shall not be deemed to be, incorporated into any securities-related filings or documents.
- INFORMATION/PRESS RELEASES. The Site may contain information and press releases concerning Company. While this information was believed to be accurate to the best of Company’s knowledge when put on the Site, Company expressly disclaims any duty or obligation to update such information or keep such information current.
- GENERAL. User agrees to review these Terms and Conditions of Use prior to reviewing any information from the Site or provided through the Services. Any cause of action User may have with regard to the use of the Site or the Services must be instituted within one (1) year after the claim or cause of action arises or will be deemed forever waived and barred. If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable, such provision shall be enforced to the maximum extent permissible, and the remainder of this Agreement shall be separately enforced. The Site and the Services are intended only for Users over the age of 18, or the age of majority in the User’s location, whichever is later.
- CONTACT. If you have questions or comments about these Terms and Conditions of Use please contact the Company by email at [email protected].
Copyright © 2016 SetHero, LLC. All Rights Reserved.