Updated September 12, 2020
Welcome to the HEARTMATES™ application, operated by Celebrate the Process II (“us,” “we,” the “Company”).
and Safety Tips
We may make changes to this Agreement and to HEARTMATES and its related products and services (collectively, the “Service”) from time to time. We may do this for a variety of reasons including to reflect changes in or requirements of the law, new features, or changes in business practices. The most recent version of this Agreement will be posted on the Service under Settings and also on Company’s
website, and you should regularly check for the most recent version. The most recent version is the version that applies. If the changes include material changes that affect your rights or obligations, we will notify you in advance of the changes by reasonable means, which could include notification through the Service or via email. If you continue to use the Service after the changes become effective, then you agree to the revised Agreement. You agree that this Agreement shall supersede any prior agreements (except as specifically stated herein), and shall govern your entire relationship with Company with respect to HEART MATES.
You must be at least 18 years of age to create an account on HEARTMATES and use the Service. By creating an account and using the Service, you represent and warrant that:
· you can form a binding contract with Company,
· you are not a person who is barred from using the Service under the laws of the United States or any other applicable jurisdiction–meaning that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition,
· you will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations, and
· you have never been convicted of or pled no contest to a felony, a sex crime, or any crime involving violence, and that you are not required to register as a sex offender with any state, federal or local sex offender registry.
3. Your Account.
In order to use HEART MATES, you must download the HEARTMATES application to your mobile phone.
You are responsible for maintaining the confidentiality of your login credentials you use to sign up for HEARTMATES, and you are solely responsible for all activities that occur under those credentials. If you think someone has gained access to your account, please immediately contact us at firstname.lastname@example.org
4. Modifying the Service and Termination.
We are always striving to improve the Service and bring you additional functionality that you will find engaging and useful. This means we may add new product features or enhancements from time to time, and we might not provide you with notice before adding them. We may even suspend the Service entirely, in which event we will use commercially reasonable efforts to notify you in advance unless extenuating circumstances, such as legal, safety or security concerns, prevent us from doing so.
You may terminate your account at any time, for any reason, by following the instructions in “Settings” in the Service.
We reserve the right to investigate and/or terminate your account at any time without notice if we believe you have violated this Agreement, misused the Service or behaved in a way that we regard as inappropriate or unlawful, including actions or communications that occur on or off the Service. Upon such termination, you will not be entitled to any refund for your purchase of the Digital Program, in which you are required to enroll in order to have access to HEARTMATES. After your account is terminated, this Agreement will terminate, except that the following provisions will still apply to you and Company: Section 4, Section 5, and Sections 11 through 17.
5. Safety; Your Interactions with Other Users.
Though we strive to encourage a respectful user experience through features like the double opt-in that only allows users to communicate if they have both indicated interest in one another, we are not responsible for the conduct of any user on or off of the Service. You agree to use caution in all interactions with other HEARTMATES users, particularly if you decide to communicate off the Service or meet in person. In addition, you agree to review and follow the HEARTMATES Safety Tips prior to using the Service. You also agree that you will not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other users.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT COMPANY DOES NOT CONDUCT BACKGROUND CHECKS ON USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS.
6. Rights We Grant To You; Restrictions.
We grant you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Service in accordance with the terms of this Agreement. This license is for the sole purpose of allowing you use and enjoy the Service’s benefits as intended by Company and permitted by this Agreement. You agree not to:
· use the Service or any content contained in the Service for any commercial purposes without our written consent.
· copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through the Service without Company’s prior written consent.
· express or imply that any statements you make are endorsed by HEARTMATES or Company.
· use any robot, bot, spider, crawler, scraper, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.
· use the Service in any way that could interfere with, disrupt or negatively affect the Service or the servers or networks connected to the Service.
· upload viruses or other malicious code or otherwise compromise the security of the Service.
· forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Service.
· “frame” or “mirror” any part of the Service without Company’s prior written authorization.
· use meta tags or code or other devices containing any reference to HEARTMATES or the Service (or any trademark, trade name, service mark, logo or slogan of HEARTMATES) to direct any person to any other website for any purpose.
· modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service, or cause others to do so.
· use or develop any third-party applications that interact with the Service or other users’ Content or information without our written consent.
· use, access, or publish the HEARTMATES application programming interface without our written consent.
· probe, scan or test the vulnerability of our Service or any system or network.
· encourage or promote any activity that violates this Agreement.
Company may investigate and take any available legal action in response to illegal and/ or unauthorized uses of the Service, including suspension or termination of your account.
Any software that we provide you may automatically download and install upgrades, updates, or other new features.
You may be able to adjust these automatic downloads through your device’s settings.
You acknowledge that (a) the Services and all portions, reproductions, and improvements thereof, (b) the terms and conditions contained in this Agreement, and (c) any ancillary documentation or support information provided to you are: (i) considered by Company to be confidential information and/or trade secrets; (ii) provided to you in confidence; and (iii) are the exclusive and proprietary property of Company and/or its third party licensors. Title and full ownership rights in the Services, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, and other confidential and proprietary information, are reserved to and will remain exclusively with Company and/or its third party licensors. Your rights are those of an authorized end user only and are conditioned upon compliance with this Agreement.
7. Rights you Grant to Company.
By creating a HEARTMATES account, you grant to Company a worldwide, transferable, sub-licensable, royalty-free, right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute information you post, upload, display or otherwise make available (collectively, “post”) on the Service or transmit to other users related to your HEARTMATES account (collectively, “Content”). Company’s license to your Content shall be non-exclusive, except that the license shall be exclusive with respect to derivative works to Content created by Company through use of the Service. For example, we have an exclusive license to screenshots of the Service that include your Content. In addition, so that Company can prevent the use of your Content outside of the Service, you authorize Company to act on your behalf with respect to infringing uses of your Content taken from the Service by other users or third parties. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if your Content is taken and used by third parties outside of the Service. Our license to your Content is subject to your rights under applicable law (for example laws regarding personal data protection to the extent any Content contains personal information as defined by those laws) and is for the limited purpose of operating, developing, providing, and improving the Service and researching and developing new ones. You agree that any Content you place or that you authorize us to place on the Service may be viewed by other users and may be viewed by any person visiting or participating in the Service (such as individuals who may receive shared Content from other HEARTMATES users).
You warrant and represent that all information that you submit upon creation of your account is accurate and truthful and you have the right to post the Content on the Service and grant the license to us above.
You understand and agree that we may monitor or review any Content you post as part of a Service, but that we are not obligated to do so. We may delete any Content, in whole or in part, that in our sole judgment violates this Agreement, is unlawful offensive or inappropriate, or may harm the Service or the reputation of the Service or may harm any other person or entity.
When communicating with our customer care representatives, you agree to be respectful and kind. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your account.
By submitting suggestions or feedback to Company regarding our Service, you agree that Company may use and share such feedback for any purpose without compensating you.
You agree that Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Company or any other person.
Company reserves the right to use and disclose non-identifiable data processed by or stored within the Services to generate intelligence and data analytics.
8. Community Rules.
By using the Service, you agree that you will not:
· use the Service for any purpose that is illegal or prohibited by this Agreement.
· use the Service for any harmful or nefarious purpose.
· use the Service in order to damage Company or HEART MATES.
· spam, solicit money from or defraud any users.
· impersonate any person or entity or post any images of another person without his or her permission.
· bully, “stalk,” intimidate, assault, harass, mistreat or defame any person.
· post any Content that violates or infringes anyone’s rights, including rights of publicity, privacy, copyright, trademark or other intellectual property or contract right.
· post any Content that is hate speech, threatening, sexually explicit or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.
· post any Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.
· solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person’s personal information without his or her permission.
· use another user’s account, share an account with another user, or maintain more than one account.
· create another account if we have already terminated your account, unless you have our permission.
9. Other Users’ Content.
Although Company reserves the right to review and remove Content that violates this Agreement, such Content is the sole responsibility of the user who posts it, and Company cannot guarantee that all Content will comply with this Agreement. If you see Content on the Service that violates this Agreement, please report it within the Service or via email@example.com
10. Notice and Procedure for Making Claims of Copyright Infringement.
If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide firstname.lastname@example.org
with the following information:
· an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
· a description of the copyrighted work that you claim has been infringed;
· a description of where the material that you claim is infringing is located on the Service (and such description must be reasonably sufficient to enable us to find the alleged infringing material);
· your contact information, including address, telephone number and email address;
· a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
· a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Company will terminate the HEARTMATES’ accounts of repeat infringers.
WE PROVIDE HEARTMATES AND THE SERVICE AND ALL RELATED INFORMATION AND MATERIALS TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), AND DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, (B) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED, OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SERVICE WILL BE ACCURATE.
WE TAKE NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER USER OR THIRD PARTY POSTS, SENDS OR RECEIVES THROUGH THE SERVICE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AND USED AT YOUR OWN DISCRETION AND RISK AND YOU MUST USE REASONABLE JUDGMENT AND ALL DUE CARE IN USING THE SERVICE.
WE DISCLAIM AND TAKE NO RESPONSIBILITY FOR ANY CONDUCT OF YOU OR ANY OTHER USER, ON OR OFF THE SERVICE.
12. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, EMPLOYEES, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM OR CAUSED BY: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (II) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON, THROUGH OR FOLLOWING USE OF THE SERVICE; OR (III) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT, AND IN EACH CASE EVEN IF HEART MATES HAS BEEN ADVISED AT ANY TIME OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT EXCEED THE AMOUNT $100.00. THE DAMAGES LIMITATION SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE APPLIES (i) REGARDLESS OF THE GROUND UPON WHICH LIABILITY IS BASED (WHETHER DEFAULT, CONTRACT, TORT, STATUTE, OR OTHERWISE), (ii) IRRESPECTIVE OF THE TYPE OF BREACH OF OBLIGATIONS, AND (iii) WITH RESPECT TO ALL EVENTS, THE SERVICE, AND THIS AGREEMENT.
THE LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES SET FORTH IN THIS SECTION 12 SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL WITH RESPECT TO THEIR ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
13. Arbitration, Class-Action Waiver, and Jury Waiver.
Except where prohibited by applicable law:
1. The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), or the Service, regardless of the date of accrual and including past, pending, and future claims, shall be BINDING ARBITRATION administered by the American Arbitration Association under the Consumer Arbitration Rules. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small claims court of competent jurisdiction in the county in which you reside, or in Reno, Nevada. Such arbitration shall be conducted by written submissions only, unless either you or the Company elect to invoke the right to an oral hearing before the Arbitrator. But whether you choose arbitration or small claims court, you agree that you will not under any circumstances commence, maintain, or participate in any class action, class arbitration, or other representative action or proceeding against the Company.
2. By accepting this Agreement, you agree to the Arbitration Agreement in this Section 13. In doing so, BOTH YOU AND THE COMPANY GIVE UP THE RIGHT TO GO TO COURT to assert or defend any claims between you and the Company (except for matters that may be properly taken to a small claims court and are within such court’s jurisdiction). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING, including, without limitation, any past, pending or future class actions, including those existing as of the date of this Agreement.
3. If you assert a claim against HEARTMATES outside of small claims court, your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and the arbitrator shall determine all claims and all issues regarding the arbitrability of the dispute. The same is true for the Company. Both you and the Company are entitled to a fair hearing before the arbitrator. The arbitrator can generally grant the relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
4. The Jurisdiction and Venue provisions in Sections 14 and 15 are incorporated and are applicable to this Arbitration Agreement.
As you decide whether to agree to this Arbitration Agreement, here are some important considerations:
o Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties under the Consumer Arbitration Rules of the American Arbitration Association. Arbitration does not limit or affect the legal claims you as an individual may bring against the Company. Agreeing to arbitration will only affect where those claims may be brought and how they will be resolved.
o Arbitration is generally considered to be a more rapid dispute resolution process than the judicial system, but that is not always the case. The Arbitrator will typically determine whether the Company or you will be required to pay or split the cost of any arbitration with the Company, based on the circumstances presented.
o You will be precluded from bringing any class or representative action against the Company, and you will also be precluded from participating in any recovery resulting from any class or representative action brought against the Company.
o Under Rule R-9 of the AAA Consumer Arbitration Rules, either party to an arbitration involving a claim within the jurisdiction of a small claims court may choose to have the case decided by the small claims court instead. Nothing in this Agreement should be construed as being inconsistent with either party’s right to invoke Rule R-9 after an arbitration has been initiated.
WHETHER TO AGREE TO THIS ARBITRATION AGREEMENT IS AN IMPORTANT DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD TAKE CARE TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION.
14. Governing Law.
Except where our arbitration agreement is prohibited by law, the laws of Nevada, U.S.A., without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Service, or your relationship with the Company. Notwithstanding the foregoing, the Arbitration Agreement in Section 13 above shall be governed by the Federal Arbitration Act.
Except for claims that are required to be arbitrated pursuant to the Arbitration Agreement in Section 13 above, or claims that may be properly brought in a small claims court of competent jurisdiction in the county in which you reside or in Reno, Nevada, all claims arising out of or relating to this Agreement, to the Service, or to your relationship with the Company that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of Washoe County, Nevada, U.S.A. You and the Company consent to the exercise of personal jurisdiction of courts in the State of Nevada and waive any claim that such courts constitute an inconvenient forum.
16. Indemnity by You.
You agree, to the extent permitted under applicable law, to indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, expenses, fines, penalties, liabilities and expenses, including attorney’s fees, due to, arising out of, or relating in any way to your access to or use of the Service, your Content, or your breach of this Agreement. If instructed by us, you will, at your expense, defend us from claims, allegations, demands, suits and causes of action brought by third parties and covered by this indemnity, using counsel reasonably acceptable to us.
17. Entire Agreement; Other.
, the Safety Tips
, and any terms disclosed to you related to the Service, contains the entire agreement between you and the Company regarding the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement may not be amended except by the Company as set forth above, or upon the parties’ written agreement. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, and all waivers must be in a writing signed by the Company to be enforceable. If any one or more of the provisions of this Agreement are found to be unenforceable by a court of law for any reason, such provision will be deemed modified in such a way so as to retain the intent of the provision but be enforceable under applicable law. The remaining provisions remain in full force and in effect. You agree that your HEARTMATES account is non-transferable and all of your rights to your account and its Content terminate upon your death. You may not assign your rights or delegate your duties under this Agreement, whether by operation of law or otherwise, without the prior written consent of the Company, which may be withheld in the Company’s sole discretion. Any attempted assignment without the Company’s written consent will be deemed void. No agency, partnership, joint venture, fiduciary or other special relationship or employment is created as a result of this Agreement and you may not make any representations on behalf of or bind the Company in any manner. Any provision of this Agreement that by its terms or nature will or may entail obligations to be performed or rights to be exercised after termination or expiration shall survive such termination or expiration, including without limitation limitations of liability and indemnity.
Any notices made pursuant to this Agreement must be delivered by electronic mail. Notices to Company shall be sent to email@example.com
, and notices to you shall be sent to the address you provide in your account settings.