Last Updated: August 30, 2019
This Website Terms governs your use of our website i.e., located at www.heap.io (the “Website” or “Site”). By using or accessing the Website, you agree to be bound by, and use our Site in compliance with, these Website Terms.
IF YOU DO NOT AGREE TO THESE WEBSITE TERMS, PLEASE DO NOT USE OUR SITE AND FEEL FREE TO CONTACT US AT LEGAL@HEAP.IO.
These Website Terms apply to the use of the Site. PLEASE READ THESE WEBSITE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THE WEBSITE TERMS CONTAIN A BINDING AND MANDATORY CUSTOMER ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
ANY DISPUTES RELATING TO THE AGREEMENT, YOUR ACCOUNT OR THE SERVICES PROVIDED BY US MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 19 FOR FURTHER DETAILS.
These Website Terms govern your use and access of our Site. To register for a Heap account and to be eligible to use our Services (as defined under the Terms of Service), you must thoroughly review and accept Heaps’ TERMS OF SERVICE. IF YOU DO NOT AGREE WITH THE TERMS OF SERVICE, PLEASE DO NOT CLICK THE “I ACCEPT” BUTTON AND PLEASE DO NOT USE OUR SERVICES.
2. Heap Agreements
This Website Terms only governs your use and access rights to our Website. Please note that if you purchase and use our Services, you will be subject to our Terms of Service in addition to being subject to these Website Terms.
IF YOU WANT TO KNOW MORE ABOUT HEAP AGREEMENTS, PLEASE SEND US YOUR QUERY AT LEGAL@HEAP.IO.
3. License to use Our Website
Subject to these Website Terms, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, right to access and use our Site for your internal use and not for resale or further distribution. Your right to use our Site is limited by all terms and conditions set forth in these Website Terms.
Except for your pre-existing rights and this license granted to you, we and our licensors retain all right, title and interest in and to our Site, including all related intellectual property rights. Our Site is protected by applicable intellectual property laws, including United States copyright law and international treaties.
Except as otherwise explicitly provided in these Website Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of our Site; (ii) rent, lease or sublicense access to any of our Site; or (iii) circumvent or disable any security or technological features or measures of our Site. Any breach of this Section 3 will be considered a material breach of this agreement.
You must comply with all applicable laws when using our Site. Except as may be expressly permitted by applicable law, or as Heap may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on our Site (collectively, “Site Content”) or compile or collect any Site Content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use our Site or to store, copy, modify, distribute, or resell any Site Content; (iii) rent, lease, or sublicense your access to our Site to another person; (iv) use any Site or Site Content for any purpose except for your own internal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of our Site; (vi) use our Site in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Site; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Site or any Site Content.
5. Restricted Areas of the Site
Certain parts of our Site may be password-restricted to registered users or other authorized persons (“Password-Protected Areas”). If you are authorized to gain access to any Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify us if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify us of any unauthorized use of your account or any other breach of security in relation to your password or our Site that is known to you.
6. Heap Bot
The “Heap Bot” is an artificial intelligence tool that has been deployed on our Site to assist Users and to answer their questions and queries. Please note that Heap only collects your email address when you voluntarily choose to provide the Heap Bot with it by typing in your email and clicking on the “Enter” button on your keypad.
We may use the email address so provided by you to send you promotional materials or to send you updated on our latest products and Services. If you want to unsubscribe from receiving any promotional materials from our end, please click on the “Unsubscribe Option” available at the bottom of the email.
Heap reserves the right, at its sole discretion, to modify or replace any part of this Website Terms. We will inform you about any modifications to these Website Terms or to any of our other agreements by email, website pop-up messages, or other reasonable means within 15 days of such modifications. Additionally, it is also your responsibility to check these Website Terms periodically for changes. Your continued use of or access to the Website following the posting of any changes to the Website Terms constitutes acceptance of those changes. Heap, Inc. may also, in the future, offer new Site and/or features through the Website (including, the release of new tools and resources). Such new features and/or Site shall be subject to the terms and conditions of this Website Terms and other related terms as may be applicable.
YOU AGREE TO COMPLY WITH ALL APPLICABLE PRIVACY AND DATA PROTECTION REGULATIONS. FURTHER, YOU AGREE TO NOT USE OUR SERVICES TO SEND US SENSITIVE INFORMATION WHERE UNAUTHORIZED DISCLOSURE COULD CAUSE MATERIAL, SEVERE, OR CATASTROPHIC HARM OR IMPACT TO HEAP, ANY DATA SUBJECTS OR RELYING PARTIES. PLEASE NOTE THAT SENSITIVE INFORMATION INCLUDES:
- Passwords, authentication/authorization credentials
- Information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA, and state and federal data security laws) including:
- Credit Card Information including credit card numbers, CIV numbers (three digit codes for Visa and MasterCard, four digit code for American Express) and magnetic stripe information
- Social Security Numbers
- Drivers License Numbers
- Passport Numbers
- Government Issued Identification Numbers
- Financial Account Information
- Health data
- Biometric data
- Personally identifiable information knowingly collected from children under the age of 13 or from online Site directed toward children
- Real time geolocation data which can identify an individual
- Business secrets deemed highly confidential (e.g., highly-confidential business strategies and communications, sensitive attorney-client privileged and confidential communications).
We collect, store, and use Your User data on our servers to provide you with the ability to better maintain and improve your website. We may also use data in an aggregated and anonymized form for our own purposes. Our Site transfer data to servers that store Your User data in the U.S. We only share User information with others under special circumstances as follows:
- With third parties who work on our behalf to provide you with the Services;
- To comply with laws or to respond to lawful requests and legal process (provided that Heap will endeavor to notify you if Heap has received a lawful request for your information);
- In an emergency, including to protect the personal safety of any person; and
- For the purposes of a business deal (or negotiation of a business deal) involving sale or transfer of all or a part of our business or assets (business deals may include, for example, any merger, financing, acquisition, divestiture, or bankruptcy transaction or proceeding).
We provide you with access to Your User data and ability to delete any of Your User data. We also take commercially reasonable steps to safeguard Your User data.
9. Links and Third-Party Content
Our Site may display, or contain links to, third party products, services, and websites. Any opinions, advice, statements, services, offers, or other information that constitutes part of the content expressed, authored, or made available by other users or other third parties on our Site, or which is accessible through or may be located using our Site (collectively, “Third Party Content”) are those of the respective authors or producers and not of us or our shareholders, directors, officers, employees, agents, or representatives.
We do not control Third Party Content and do not guarantee the accuracy, integrity or quality of such Third Party Content. We are not responsible for the performance of, we do not endorse, and we are not responsible or liable for, any Third Party Content or any information or materials advertised in any Third Party Content. WE ARE NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED TO YOU BY YOUR USE OF OR RELIANCE ON ANY GOODS, WEBSITES, OR INFORMATION AVAILABLE ON OR THROUGH ANY THIRD PARTY SERVICE OR THIRD PARTY CONTENT. It is your responsibility to evaluate the information, opinion, advice, or other content available on a third-party website.
PLEASE DO NOT USE OUR SITE TO: (i) upload, post, email, or otherwise transmit any Submission that contains unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) harm us or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) upload, post, email, or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (v) upload, post, email or otherwise transmit any Submission that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vi) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (vii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (viii) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; (ix) intentionally or unintentionally violate any applicable local, state, national or international law or regulation; (x) “stalk” or otherwise harass another; or (xi) collect or store personal data about other users.
10. Electronic Communications
When you visit the Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
If you would like to unsubscribe from receiving promotional emails from us, please follow instructions to unsubscribe available at the bottom of the email sent by us. If you have any questions, please feel free to email firstname.lastname@example.org.
“Heap,” the Heap logo, and any other product or service name or slogan displayed on our Site are trademarks of Heap Inc., and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Heap or the applicable third party trademark holder. You may not use any metatags or any other “hidden text” utilizing “Heap” or any other name, trademark or product or service name of Heap without our prior written permission. In addition, the look and feel of our Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Heap and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in our Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.
12. Copyright Infringement/DMCA Notice
If you believe that any content on our Website violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c) (“DMCA Takedown Notice”) must be provided to our Designated Copyright Agent. It is our policy to terminate the accounts of repeat infringers.
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on our services that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number
- r, and e-mail address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
The HEAP INC., Copyright Agent to receive the DMCA Takedown Notices is Amrita Kundu, HEAP INC., Attn: DMCA Notice, 225 Bush Street, Suite 200, San Francisco, CA – 94104. You acknowledge that for us to be authorized to take down any content, your DMCA takedown notice must comply with all the requirements of this Section 12. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
We may provide you with a mechanism to provide feedback, suggestions, and ideas, if you choose, about our Site (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future enhancements and modifications to our Site. You hereby grant to us and our assigns a perpetual, worldwide, fully transferable, sublicensable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner any for any purpose, without in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to you or any third party.
14. Disclaimer of Warranties
YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. THE SITE AND THE SERVICES EACH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR ANY OF THE SERVICES, AND YOU RELY ON THE SITE AND SERVICEST AT YOUR OWN RISK. ANY MATERIAL THAT YOU ACCESS OR OBTAIN THROUGH OUR SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH OUR SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
15. Limitation of Liability
WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF OUR SITE AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF US AND OUR SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE AND SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT YOU HAVE PAID TO US FOR YOUR USE OF THE SITE AND SERVICE CONTENT.
You will indemnify and hold Heap Inc., our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns (“Heap Indemnified Parties”) harmless from any and all costs, damages, expenses, and liabilities (including but not limited to reasonable attorney fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Heap Indemnifies Parties arising from any of the following: (i) breach or damage caused by your use of the Site and the Services; (ii) your violation of these Website Terms or any other agreements that you may have entered into with Heap; (iii) your violation of any rights of a third party through use of the Site or Services; (iv) the negligence, willful misconduct of you, your employees, agents or contractors in the use of our Site and Services; and (v) any failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
You agree that Heap in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of Heap Sites, Services and products (if any).
18. Governing Law
The Website Terms and any disputes thereunder shall be governed by the laws of the State of California, without respect to its conflict of law principles. Each party to this agreement hereby consents to the exclusive jurisdiction and venue of the state and federal courts of the County of San Francisco, California, for any actions not subject to the Dispute Resolutions and Arbitration provision as set forth in Section 19.
19. Dispute Resolution and Arbitration
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement (collectively the “Dispute”). To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both PARTIES including escalation to senior management. If they do not reach such solution within a period of 30 days, then, upon notice by either party to the other, the Dispute shall be submitted to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration or some other dispute resolution procedure. finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the PARTIES agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration or some other dispute resolution procedure. If the PARTIES are unable to resolve the Dispute through Mediation, the Dispute shall be settled by binding, mandatory arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Dispute will be submitted to one Arbitrator, who will be agreed to by both PARTIES. Discovery shall be limited to one set of interrogatories, one set of request for admissions, one set of document requests, and one deposition of the person identified by the applicable most knowledgeable of the Dispute. The decision of the Arbitrator shall be final and binding on the PARTIES and not appealable.
The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. IF FOR ANY REASON A CLAIM IS INITIATED IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
Our failure to enforce any right or provision in these Website Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Website Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
THIS AGREEMENT I.E., THE WEBSITE TERMS IS BINDING UPON THE ABOVE DEFINED PARTIES I.E., USER/WEBSITE VISITOR. BY SIGNING UP FOR THE SERVICES AND/OR ACCESSING THE SITE, YOU AGREE TO BE BOUND BY THESE WEBSITE TERMS AND ANY ADDITIONAL TERMS AS MAY BE ATTACHED HERETO.
The terms and conditions which by their nature are intended to survive termination of these Website Terms shall survive, including Restrictions, Disclaimer of Warranties, Feedback, Indemnity, and Limitation of Liability.
If any provision of these Website Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Website Terms and shall not affect the validity and enforceability of any remaining provisions. Heap may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Heap and any such attempted assignment will be void and unenforceable. These Website Terms constitute the entire agreement between you and Heap regarding your use of the Website, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Heap regarding your use of the Website. The parties confirm that it is their wish that these Website Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Except as explicitly stated otherwise, any notices to Heap shall be given by certified mail, postage prepaid and return receipt requested to Heap Inc. at 225 Bush Street, Suite 200, San Francisco, CA 94104. Any notices to you shall be provided to you through our Website or given to you via the email address you provide to Heap during the registration process.
21. Contacting Us
If you have any questions or concerns about our Site, Services or these Website Terms, you may contact us by email at email@example.com.