HelloGlobal Services Agreement
Welcome to the helloglobal.com site (the "Site") and HelloGlobal, LLC's ("HelloGlobal") listing services. Any person who wants to create a profile to participate in the Services, as defined below (a "Member"), must accept the terms and conditions of this Services Agreement. You will be referred to as "You" or "Your" throughout this Services Agreement. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS SERVICES AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.
HelloGlobal reserves the right to change any of the terms and conditions contained in this Services Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Services Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to You.
YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING HelloGlobal'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS SERVICES AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
1. ELIGIBILITY.
Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, You must provide Your real name, address, phone number and e-mail address. You represent and warrant that: (a) You have all requisite right, power and authority to enter into this Services Agreement and perform Your obligations hereunder; and (b) You are over the age of 18.
2. SERVICES.
HelloGlobal provides a platform for Members to search for and interact with other Members who are looking to show off their great city (the "Service"). There is no fee for using the Service. HelloGlobal is not involved in any interactions between You and other Members, and is not the agent of and has no authority for either for any purpose. You are responsible for verifying the content of any listing, and HelloGlobal is not responsible for the accuracy of the listings, including without limitation the accuracy, content or availability of information accessed or linked to through use of this Service or the actions of other Members. You understand that HelloGlobal offers opportunities and experiences not available in an ordinary tourist exchange, and You are aware that certain obstacles may arise when dealing with personal, cultural and language differences. Your use the Site and the Service is at Your own risk. HelloGlobal is only responsible for publishing listings on the Site, and does not conduct background checks or investigations into its Members.
HelloGlobal will provide You with a template to create a profile on the Site, and grants You a limited, revocable, non-exclusive license to access and use the template to create a profile on the Site. Use of the Services beyond the scope of authorized access granted to You by HelloGlobal immediately terminates said permission or license. HelloGlobal shall retain ownership of all right, title and interest (including all intellectual property rights) in the Site and its profile template. You may list any relevant information in Your profile on the Site unless it is prohibited by law. Without limiting the foregoing, You may not link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); or (b) constitutes libel or slander or is otherwise defamatory, abusive, offensive or obscene. You are solely responsible for the content or information you publish or display on the Service, or transmit to other Members. We reserve the right, but we have no obligation, to reject any information or photo that does not comply with the prohibitions set forth in this section. We reserve the right to refuse service to anyone, at our sole discretion.
3. MEMBER RESPONSIBILITIES.
It is up to the You to accurately describe yourself and your accommodations. You agree that you will not provide false or misleading information to HelloGlobal or any Members. You acknowledge that HelloGlobal does not pre-screen or approve Members. You must evaluate, and bear all risks associated with, the use of the Service, and under no circumstances will HelloGlobal be liable in any way for the Services or for any loss or damage of any kind incurred as a result of the use of the Service by You or any failure of a Member to provide you with accommodation or accurate information. You agree to take sole responsibility for any and all agreements reached through use of this Site. You agree that you will not use the Site or the Services to violate any applicable law, and that you will in no way cause harm another Member.
HelloGlobal makes no representations or warranties as to the conduct of Members or the adequacy of their accommodations. In no event shall HelloGlobal be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of You or anyone else in connection with the use of the Service, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other registered users of this service. You agree to take reasonable precautions in all interactions with other Members of the Service. You understand that HelloGlobal makes no guarantees, either express or implied, regarding the homes of Members.
By becoming a Member, You represent and warrant that You are at least 18 years old. By using the Service, You represent and warrant that You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your membership for the Service is for Your sole, personal use. You may not authorize others to use Your membership, and You may not assign or otherwise transfer your account to any other person or entity.
4. HelloGlobal Reservation of Rights.
HelloGlobal retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and You grant HelloGlobal a limited, non-exclusive license to the content of Your profile on the Site for this purpose. HelloGlobal also retains the right to delay or suspend listing of, or to refuse to list, or to de-list, or to require You not to list, in our sole discretion. You acknowledge that HelloGlobal may establish limits concerning use of the Service, including the maximum number of days that a Listing will be retained by the Service, the maximum number and size of postings, email messages, or other Listings that may be transmitted or stored by the Service. You agree that HelloGlobal has no responsibility or liability for the deletion or failure to store any Listings maintained or transmitted by the Service. You acknowledge that HelloGlobal reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that HelloGlobal shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.
5. Illegal Activity.
a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name. You may not impersonate any participant or use another Member's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and HelloGlobal will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
b. Investigation. HelloGlobal has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. HelloGlobal also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. HelloGlobal reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
c. Disclosure of Information. HelloGlobal also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect HelloGlobal's systems and customers, or to ensure the integrity and operation of HelloGlobal's business and systems, HelloGlobal may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
6. No Warranties.
THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. HelloGlobal MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
- THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
- THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
- THAT THE INFORMATION, CONTENT, MATERIALS, OR SERVICES INCLUDED ON THE SITE WILL BE AS REPRESENTED BY MEMBERS, LAWFUL, OR THAT MEMBERS WILL PERFORM AS PROMISED;
- ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
- ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF HelloGlobal.
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, HelloGlobal DISCLAIMS ANY AND ALL SUCH WARRANTIES.
7. General Release.
BECAUSE HelloGlobal IS NOT INVOLVED IN TRANSACTIONS BETWEEN MEMBERS, IF A DISPUTE ARISES BETWEEN MEMBERS, YOU RELEASE HelloGlobal (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
8. Indemnity/Limitation of Liability.
a. Indemnity and Defense. You will defend, indemnify and hold harmless HelloGlobal and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of Your representations, warranties, or obligations set forth in this Services Agreement; or (ii) Your own website or other sales channels, the services You offer, any content You provide, the advertisement, offer, any actual or alleged infringement of any intellectual property or proprietary rights by any service You offer or content You provide, or taxes or the collection, payment or failure to collect or pay taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
b. Limitation of Liability. HelloGlobal WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
9. Applicable Law; binding ARBITRATION.
The laws of the state of California, United States of America, govern this Services Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with HelloGlobal relating in any way to these terms and conditions or Your use of the Services shall be resolved through final and binding arbitration ("Arbitration") by a single arbitrator administered by the American Arbitration Association in accordance with its International Arbitration Rules (the "Rules") in force when the notice of Arbitration is submitted in accordance with the Rules. Any Arbitration hearing shall be held in San Francisco, California, United States of America in the English language. Judgment on any such Arbitration award may be entered in any court of competent jurisdiction.
10. Disputes.
Because HelloGlobal is not the agent of either You or any Member for any purpose, HelloGlobal will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. HelloGlobal urges Members to cooperate with each other to resolve such disputes.
11. Termination.
HelloGlobal, in its sole discretion, may terminate this Services Agreement, access to the Site or the Services immediately without notice for any reason. HelloGlobal, in its sole discretion, also may prohibit You from listing its services on the Site.
12. General Provisions.
a. Entire Agreement. This Services Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Policy, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
b. No Agency; Third-Party Beneficiary. HelloGlobal is not the agent, fiduciary, trustee, or other representative of You. Nothing expressed or mentioned in or implied from this Services Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Services Agreement. This Services Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of HelloGlobal and You.
c. Severability. If any provision of this Services Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
d. No Waiver. We will not be considered to have waived any of our rights or remedies described in this Services Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. HelloGlobal's failure to enforce the strict performance of any provision of this Services Agreement will not constitute a waiver of HelloGlobal's right to subsequently enforce such provision or any other provisions of this Services Agreement.
