Terms and Conditions
Welcome to HeyGenius a company under KIULOPER INC agreement.
By using HeyGenius Services, you agree to these conditions. Please read them carefully.
We offer a wide range of HeyGenius services, and sometimes additional terms may apply. When you use a service from HeyGenius you also will be subject to the guidelines, terms and agreements applicable to that Service (“Service Terms”). If these Conditions of Use are inconsistent with the Service Terms, those Service Terms will control.
Please review our privacy agreement at the end of the formulary, which also governs your use of HeyGenius Services, to understand our practices.
When you use HeyGenius, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other HeyGenius services and related messaging services, such as our Message Center, and you can retain copies of these communications for your records. 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.
All content included in or made available through any HeyGenius service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of HeyGenius or its content suppliers and protected by Canadian and international copyright laws. The compilation of all content included in or made available through any HeyGenius service is the exclusive property of HeyGenius Inc. and protected by Canadian and international copyright laws.
PATENTS AND TRADEMARKS
Our trademarks are recognized in Canada and internationally. For more information please get in contact at [email protected]
LICENSE AND ACCESS
Subject to your compliance with these Conditions of Use and any Service Terms, and your payment of any applicable fees, HeyGenius or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the HeyGenius Services. This license does not include any resale or commercial use of any HeyGenius service, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any HeyGenius services or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Conditions of Use or any Service Terms are reserved and retained by HeyGenius or its licensors, suppliers, publishers, rightsholders, or other content providers. No HeyGenius service, nor any part of any HeyGenius products, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express wrote consent of HeyGenius. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of HeyGenius without express written consent. You may not use any meta tags or any other “hidden text” utilizing HeyGenius’s name or trademarks without the express written consent of HeyGenius Inc. You may not misuse the HeyGenius services. You may use the HeyGenius Services only as permitted by law. The licenses granted by HeyGenius terminate if you do not comply with these Conditions of Use or any Service Terms.
You may need your own HeyGenius account to use certain HeyGenius Services, and you may be required to be logged in to the account and have a valid payment method associated with it. If there is a problem charging your selected payment method, we may charge any other valid payment method associated with your account. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. HeyGenius does sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may use the HeyGenius Services only with the involvement of a parent or guardian. Parents and guardians may create profiles for teenagers in their HeyGenius Household. Alcohol listings on HeyGenius are intended for adults. You must be at least (18 years of age for Quebec residents) 19 years of age or 21 years of age for U.S citizens to purchase alcohol, or use any site functionality related to alcohol. HeyGenius reserves the right to refuse service, terminate accounts, terminate your rights to use HeyGenius Services, remove or edit content, or cancel orders in its sole discretion.
REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
You may post reviews, comments, photos, videos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. HeyGenius reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant HeyGenius a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant HeyGenius and sublicensees the right to use the name that you submit in connection with such content if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify HeyGenius for all claims resulting from content you supply. HeyGenius has the right but not the obligation to monitor and edit or remove any activity or content. HeyGenius takes no responsibility and assumes no liability for any content posted by you or any third party.
INTELLECTUAL PROPERTY COMPLAINTS
HeyGenius respects the intellectual property of others. If you believe that your intellectual property rights are being infringed.
RISK OF LOSS
All purchases of physical items from HeyGenius are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. Furthermore, products that are sold via dropshippers and external clients are dealt in a personal basis and have liability installed with the party that handled the product. HeyGenius will assume no responsibility for loss or risk-involved items sent by sellers themselves. Our only connection with our sellers is to maintain the funds secured and ensure that communication is held in both ends.
RETURNS, REFUNDS AND TITLE
HeyGenius does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, HeyGenius does not take title to the refunded item. In terms of sellers and dropshippers connected to the website refunds and titles are discussed in the selling and buying sections. Dropshippers and sellers are entitled to send the item to the buyer via a courier that works with HeyGenius or with HeyGenius services. They are responsible to answer questions related to the shipment status of the product. They must ensure the product is in the condition described in the post made. Any attempt for fraud or impersonations and falsifications will be first charged on the seller account or dealt with legally.
HeyGenius attempts to be as accurate as possible. However, HeyGenius does not warrant that product description or other content of any HeyGenius service is accurate, complete, reliable, current, or error-free. If a product offered by HeyGenius itself is not as described, your sole remedy is to return it in unused condition.
“List Price” means the suggested retail price of a product as provided by a manufacturer, supplier, or seller. We regularly check List Prices against prices recently found on HeyGenius and other retailers. Certain products may have a “Was Price” displayed, which is determined using the recent price history of the product on HeyGenius.
With respect to items sold by HeyGenius, we cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our catalogue may be mispriced. If the correct price of an item sold by HeyGenius is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. Other merchants may follow different policies in the event of a mispriced item. Our merchants are solely responsible to comply with our rules and handling costumer relations at our discretion. Merchants might have to cancel or contact us for shipment changes. For merchant changes in orders fees and other penalties might be applicable.
We generally do not charge your credit card until after your order has entered the shipping process or, for digital products, until we make the digital product available to you.
When you use apps created by HeyGenius, such as the HeyGenius app and its related apps, you may grant certain permissions to us for your device. Most mobile devices provide you with information about these permissions.
SANCTIONS AND EXPORT POLICY
You may not use any HeyGenius Service if you are the subject of U.S. or Canadian sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using HeyGenius Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including HeyGenius Software), technology, and services.
Parties other than HeyGenius operate stores, provide services or software, or sell product lines through the HeyGenius services. These are referred in our terms and agreements either as merchants, sellers, other merchants and or external clients. In addition, we provide links to the sites of affiliated companies and certain other businesses. If you purchase any of the products or services offered by these businesses or individuals, you are purchasing directly from those third parties, not from HeyGenius. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including the content of their Web sites). HeyGenius does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE HEYGENIUS SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE HEYGENIUS SERVICES ARE PROVIDED BY HEYGENIUS ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. HEYGENIUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE HEYGENIUS SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE HEYGENIUS SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE HEYGENIUS SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY LAW, HEYGENIUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HEYGENIUS DOES NOT WARRANT THAT THE HEYGENIUS SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE HEYGENIUS SERVICES, HEYGENIUS’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM HEYGENIUS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, HEYGENIUS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY HEYGENIUS SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY HEYGENIUS SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.
Any dispute or claim relating in any way to your use of any HEYGENIUS Service, or to any products or services sold or distributed by HeyGenius or through heygenius.ca will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Conditions of Use as a court would..
We 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 proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or another misuse of intellectual property rights.
By using any HeyGenius services, you agree that the Federal Arbitration Act, applicable federal law, and the laws of Canada, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and HeyGenius.
SITE POLICIES, MODIFICATION, AND SEVERABILITY
Please review our other policies, such as our pricing policy, posted on this site. These policies also govern your use of HeyGenius Services. We reserve the right to make changes to our site, policies, Service Terms, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
199 Bay St west Toronto ON CA P.O. Box 4000
ADDITIONAL HEYGENIUS SOFTWARE TERMS
The following terms (“Software Terms”) apply to any software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with HeyGenius Services (the “HEYGENIUS Software”).
- Use of the HeyGenius Software. You may use HeyGenius Software solely for purposes of enabling you to use the HeyGenius Services as provided by HeyGenius, and as permitted by these Conditions of Use and any Service Terms. You may not incorporate any portion of the HeyGenius Software into other programs or compile any portion of it in combination with other programs, or otherwise copy (except to exercise rights granted in this section), modify, create derivative works of, distribute, assign any rights to, or license the HeyGenius Software in whole or in part. All software used in any HeyGenius Service is the property of HeyGenius or its software suppliers and is protected by United States, Canada and international copyright laws.
- No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the HeyGenius Software, whether in whole or in part.
- Updates. We may offer automatic or manual updates to the HeyGenius Software at any time and without notice to you.
- Conflicts. In the event of any conflict between these Conditions of Use and any other HeyGenius or third-party terms applicable to any portion of HeyGenius Software, such as open-source license terms, such other terms will control as to that portion of the HeyGenius Software and to the extent of the conflict.
Welcome to Heygenius.ca
THIS HEYGENIUS INC. SELLER AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND HEYGENIUS. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAM POLICIES THAT APPLY FOR EACH COUNTRY FOR WHICH YOU REGISTER OR ELECT TO USE A SERVICE (IN EACH CASE, THE “ELECTED COUNTRY”).
As used in this Agreement, “we,” “us,” and “HeyGenius” means the applicable HeyGenius Contracting Party and any of its applicable Affiliates, and “you” means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is a conflict among terms in this Agreement, the Program Policies will prevail over any applicable Service Terms and the General Terms, and the applicable Service Terms will prevail over the General Terms.
To begin the enrollment process, you must complete the registration process for HeyGenius Inc. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your legal name, address, phone number, and email address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.
2. Service Fee Payments; Receipt of Sales Proceeds.
Fee Details: Link
You are responsible for all of your expenses in connection with this Agreement. To use a Service, you must provide us with valid credit card information from a credit card or credit cards accepted by HeyGenius (“Your Credit Card”) as well as valid bank account information for a bank account or bank accounts acceptable by HeyGenius (“Your Bank Account”). You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us.
If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to HeyGenius or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to HeyGenius or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to HeyGenius or third parties. These amounts may be refundable or non-refundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture.
As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or another period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because HeyGenius services are unavailable following the commencement of a transaction.
3. Term and Termination.
The term of this Agreement will start on the date of your completed registration for or use of a Service, whichever occurs first, and continue until terminated by us or you as provided in this Agreement (the “Term”). We may terminate or suspend this Agreement or any Service for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by HeyGenius. Termination or suspension of a Service may cause disruption of other services. HeyGenius reserves the right to suspend or terminate any service at any time at our discretion, provided that it complies with the laws of the appropriate governing authority. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, and 19 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of HeyGenius Inc.; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via HeyGenius site); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under Canadian copyright law, referential use under trademark law, or valid license from a third party).
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to HeyGenius or its Affiliates is at all times accurate and complete; (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the Canadian Government, the European Union or its member states, or other applicable government authority; and (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
You release us and agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your actual or alleged breach of any obligations in this Agreement; (b) any of Your Sales Channels other than HeyGenius, Your Products (including their offer, sale, performance, and fulfillment), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death, or property damage related thereto; (c) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); or (d) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
7. Disclaimer & General Release.
a. HEYGENIUS WEBSITE AND SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE HEYGENIUS WEBSITE AND THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE HEYGENIUS WEBSITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
b. BECAUSE HEYGENIUS IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES HEYGENIUS (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.
8. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF HEYGENIUS HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO HEYGENIUS IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable Elected Country commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming HeyGenius and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following email address: [email protected]
10. Tax Matters.
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes. You agree to and will comply with the Tax Policies section of this agreement. All fees and payments payable by you to HeyGenius under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying HeyGenius any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.
During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain HeyGenius’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person, and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
12. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
13. Relationship of Parties.
14. Use of HeyGenius Transaction Information.
You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose any HeyGenius transaction information (except that you may disclose that information solely as necessary for you to perform your obligations under this Agreement if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any HeyGenius transaction information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product with the intent to collect any amounts in connection therewith or to influence that Person to make an alternative transaction; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an HeyGenius Website user. In addition, you may only use tools and methods that we designate to communicate with HeyGenius website users regarding Your Transactions, including for the purpose of scheduling, communicating, or cancelling the fulfillment of Your Products. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to HeyGenius transaction information for any purpose, even if that information is identical to HeyGenius transaction information, provided that you do not target communications on the basis of the intended recipient being an HeyGenius Website user.
15. Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any HeyGenius Website or any HeyGenius provided or affiliated service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.
We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the applicable HeyGenius page, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. Changes to the General Terms and Service terms may be made without notice to you. You should refer regularly to this agreement, as well as the HeyGenius Vendor Portal, as applicable, to review the current Agreement (including the Service Terms) and to be sure that the items you offer can be offered via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER HEYGENIUS’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
17. Password Security.
Any password we provide to you may be used only during the Term to access Vendor Portal (or other tools we provide as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, the Canadian Government, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.
Because HeyGenius is not your, or the customer’s agent for any purpose, HeyGenius will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.
We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your program application or within Vendor Portal, or by any other means than specified by HeyGenius. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any “E-mail Preferences” (or similar preferences or requests) you may have indicated on the HeyGenius Website or by any other means. You may change your e-mail addresses and certain other information in Vendor. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to HeyGenius to our management by using out ‘Contact Us’ Link provided in the footer of the website.
This Agreement incorporates and you accept the applicable Service Terms, which HeyGenius may modify from time to time. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If the Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s’y rattachant soient rédigés en anglais). This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
As agreed between the parties, you will be responsible for the collection and payment of any and all of your taxes. Any and all fees payable by you pursuant to this Agreement are exclusive of all sales, use, and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. All payments made by you to HeyGenius under this Agreement will be made free and clear of any deduction or withholding (including but not limited to cross-border withholding taxes), as may be required by law. If any such deduction or withholding is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by HeyGenius is equal to the amount then due and payable under this Agreement.
Except as otherwise provided in this Agreement, you agree that HeyGenius is not obligated to determine whether taxes apply, and HeyGenius is not responsible to collect, report, or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid. If the product is shipped from outside your elected country, the recipient of the product may be required to pay, upon delivery, an amount related to assessed sales, goods and services, use, excise, import, value-added, or other taxes or duties. Such taxes or duties, if any, are in addition to the sales proceeds collected by HeyGenius.
What we collect
We may collect the following information:
- contact information including email address
- demographic information such as postcode, preferences and interests
- other information relevant to customer surveys and/or offers
What we do with the information we gather
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
- Internal record keeping.
- We may use the information to improve our products and services.
- We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
- From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise the website according to your interests.
We are committed to ensuring that your information is secure. In order to prevent unauthorized access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online.
A cookie is a small file that asks permission to be placed on your computer’s hard drive. Once you agree, the file is added and the cookie helps analyze web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.
We use traffic log cookies to identify which pages are being used. This helps us analyze data about web page traffic and improve our website in order to tailor it to customer needs. We only use this information for statistical analysis purposes and then the data is removed from the system.
Overall, cookies help us provide you with a better website, by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
Links to other websites
Our website may contain links to other websites of interest. However, once you have used these links to leave our site, you should note that we do not have any control over that other website. Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement. You should exercise caution and look at the privacy statement applicable to the website in question.
Controlling your personal information
You may choose to restrict the collection or use of your personal information in the following ways:
- whenever you are asked to fill in a form on the website, look for the box that you can click to indicate that you do not want the information to be used by anybody for direct marketing purposes
- if you have previously agreed to us using your personal information for direct marketing purposes, you may change your mind at any time by letting us know using our Contact Us information
We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information about third parties which we think you may find interesting if you tell us that you wish this to happen.
You may request details of personal information which we hold about you under the Data Protection Act 1998. A small fee will be payable. If you would like a copy of the information held on you please email us this request using our Contact Us information.
If you believe that any information we are holding on you is incorrect or incomplete, please write to or email us as soon as possible, at the above address. We will promptly correct any information found to be incorrect.