Hello Bar Terms of Use

 

IMPORTANT – READ CAREFULLY:

These “Terms of Use” (sometimes referred to as this “Agreement”) constitutes a legal agreement between you and Hello Bar LLC (“Hello Bar,” “Company,” “we,” or “us”). You are a customer (“Member”) (or will become a Member if you agree to our Terms of Use by submitting an account sign up form). The “Term” is the time during which you are entitled to use our website to create and deploy “Hello Bar” embeddable JavaScript code snippets. If an individual purports, and has the legal authority, to sign these Terms of Use electronically on behalf of an employer or client, “you” refers to the employer or client. If not, “you” refers to the individual signing hereon. You are responsible for ensuring that all the terms and conditions of this Agreement are complied with. By submitting the form to join Hello Bar, you will be agreeing to the terms of this Agreement and to the use of any such submitted information, subject to our Privacy Policy linked below. Furthermore, by submitting that form, after typing in your username, or other indication of your identity, you do confirm to us that typing in such indication of identity constitutes your “signing” of this Agreement for all purposes under applicable law. Any individual submitting the form on behalf of another individual or entity, listed as the Member above, does hereby represent and warrant that such agreement is being made with full authority. Your use of any of our products or services shall furthermore constitute acceptance of this Agreement.

The content of the pages of this website is for your general information and use only. It is subject to change without notice. All representations on this website are subject to the terms and conditions of any purchase as invoiced or charged at the point of checkout.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly disclaim liability for any such inaccuracies or errors to the fullest extent permitted by law. THESE TERMS AND CONDITIONS CONTAIN A DISCLAIMER OF ANY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.

 

Terms of Use

Part 1

1. Who We Are: “Hello Bar” is a trade name and registered service mark of Hello Bar LLC, a limited liability company organized under the laws of the State of California, that owns and operates the website with the URL: https://www.hellobar.com (the “Website”).

2. Purpose: The purpose of these Terms of Use (this “Agreement”) is to set forth the terms and conditions under which you are permitted to use our electronic marketing system (the “Services”). This Agreement is not exhaustive of the agreements between you and the Company; see also our Privacy Policy linked below. Such agreements are further subject to the terms and conditions of any product or service that you receive from us.

3. Changes: We reserve the right to change any of the terms of this Agreement by posting the revised Terms of Use on our Website without further notice. Unless the Term is terminated within ten (10) days, this new Agreement will be effective immediately with respect to any continued or new use of the Services.

4. Eligibility: We require that any Member be at least eighteen (18) years of age. By using the Services, you represent and warrant that you are at least eighteen (18) years of age and that your use of the Services does not violate any applicable law or regulation. Your subscription may be terminated without warning, if we have reason to believe you are under eighteen (18) years of age. Your subscription shall be void by operation of law for failure to so disclose or to inaccurately so represent, even if such misrepresentation is not discovered until later.

5. Term, Termination and Removal: Either party may terminate the Term of this Agreement at any time for any reason by providing Notice to the other party, subject to your immediately ceasing to use either our Website and/or the Services, as applicable. We may suspend our Services to you at any time with or without cause. We will refund a pro rata portion of your monthly prepayment if we terminate you without cause. If you violate any of the terms of this Agreement, we reserve the right to terminate your account immediately with cause. In the event of termination of your account with cause, you understand that no refund will be given. Once terminated, we may remove any of your related data and files from our Website and any other storage. Additionally, if you do not log in to your account for 12 or more months, we may deem your account “inactive” and permanently delete your account and all data associated with it. You may furthermore request that we remove these same data files, per the applicable terms of our Privacy Policy.

6. Account and Password: You are responsible for maintaining the confidentiality of any account name and password provided to you. You are solely responsible for uses of any account provided to you, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of any account of yours. The Company does not know, and cannot recover, your password.

To register for the Service and create an account, you must complete the registration process by providing Hello Bar with the information prompted by the registration form, including name, e-mail address (username), phone number, website URL, website name, password, and potentially billing information. You agree to provide us with complete and accurate information when you register for the Service, and to keep such information up to date. Our Website may allow you to login to your account through online accounts you may have with third party social networking sites such as Google. You agree and acknowledge that your use of such social network services is subject to such terms and conditions and / or privacy policies of such social network sites, and agree to abide by such requirements.

You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not such activities are authorized by you. If you allow an employee or agent to access the Analysis Service on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of this Agreement. You agree to notify Subscribers immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Analysis Service.

Hello Bar may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.

At the point of account creation you will be offered the opportunity to elect between different pricing plans for the Company’s principal products. By continuing to use the Website after being presented with such prices, you agree to be bound by your election of any such pricing plan, that you were presented with a reasonable opportunity to accept or decline such plans and to have the offer(s) represented therein reviewed by an attorney, and that your acceptance or refusal of any such offers were made free of duress, discrimination, or other circumstance giving rise to the voidability or right or power to avoid any contract created by your acceptance of such offer(s), including that you have obtained the age of majority in your jurisdiction and the Company’s.

You further agree that the Company’s principal services require that the Company provide and receive certain information regarding Client Site Visitors. For purposes of such services, the Company is a “third party” within the meaning of the General Data Protection Regulation and related rules and regulations. Such information being essential to the Company’s services and therefore essential to the Company’s core business functions, you furthermore agree not to manipulate any information related to such services, including by reverse engineering or otherwise altering or deleting any code or other functionality from the Company’s plugins or any of the Company’s products.

Your agreement to receive such services shall be referred to herein as a “Growth Plan” (and all other similar subscription plans). The Growth Plan provides, among other things, that you will pay certain fees described in greater detail at the point of account creation on a regular basis based on the number of views that you receive on your website as tracked by the Company. You agree that it is neither practical nor desirable that the Company prevent or cease its software from functioning upon reaching certain viewer thresholds and you therefore agree that, should you pass from one viewer threshold to another, the Company will automatically charge the pricing applicable to the applicable viewership level as described in greater detail in the Growth Plan’s pricing terms. You agree not to issue any chargeback or to otherwise dispute or otherwise avoid or attempt to avoid the price that is actually charged based on the applicable Growth Plan viewership count.

The Company shall undertake all reasonable efforts to notify you, via the email address that you provide to us at the point of subscription to a Growth Plan, when you are at or near the viewership threshold for another pricing plan. Your failure to receive, reply to, acknowledge, or otherwise respond or react to such a notification, or the failure of the Company to timely notify you of the same, shall not relieve you of your obligation to comply with the terms and provisions of the Growth Plan.

In addition to the fees related to Growth Plan pricing tiers, the Company may furthermore charge applicable overage fees according to the terms of the Growth Plan.

The same Client Site Visitor may view several different applicable domains or subpages on the Client Site. The same Client Site Visitor may view one or several of the applicable Client Site pages. The same Client Site Visitor may result in several separate views as tracked by the Company’s software. You agree that multiple views generated by the same Client Site Visitor(s) shall count towards the totals provided in the Growth Plan.

The terms and conditions of the Client’s Growth Plan shall control over these terms and conditions as to price, viewer thresholds, and other material terms of the Growth Plans.

7. Proprietary Rights Owned by Us: You acknowledge that we, or our suppliers, own all proprietary rights in the Website and the software used to provide the Services, including, but not limited to, any patents, trademarks, service marks and copyrights.

8. Proprietary Rights Owned by You: You represent and warrant to us that you will not add or upload any content to the Website for any purpose unless you are the owner of all proprietary rights in that content (or have been given a valid license from the owner of the proprietary rights in such content) and have obtained releases for all related privacy and publicity rights. All applicable fees and costs accruing to us, including actual losses and attorneys’ fees, shall be owed to the Company immediately by operation of law of your violation of this section, even if such violation is not discovered until later.

9. General Rules: You agree to the following:

  1. You will not incorporate into your Hello Bar any text or other content that is not created by you, not provided by us for you to incorporate into your Hello Bar or you are not otherwise permitted to use.
  2. You will not post in any Hello Bars created using our Services, any misleading or incorrect information.
  3. You will not publish any material that contains sexually related text, photographs or other content, or content that is defamatory, obscene, indecent, threatening, abusive or hateful.
  4. You will not share your password.
  5. You will not use any of the Software or Services, or intellectual or other property of the Company, or your own account access and privilege, or otherwise conduct yourself through acts or omissions, in a fashion tending to bring liability, unagreed risk, actual costs, or reputational harms in any degree to the Company.
  6. You will not attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way used or downloaded from the Website.
  7. You will not include in any Hello Bars any material, including, but not limited to text, the inclusion of which is in violation of any other party’s rights, including, but not limited to, copyrights and privacy and publicity rights.
  8. You will not set up multiple accounts for any individual, organization or entity or in order to send substantially similar content unless you are part of a franchise.
  9. You will not remove, obstruct, modify, or cause to be unviewable, the “H” logo/brand in any Hello Bar.
  10. You will not engage in any conduct tending to render us or the Services liable to any person for any reason, and shall fully indemnify us and hold us harmless for your doing the same, whether or not ultimately held in breach of these Terms and Conditions.

10. Limitation of Liability: to the maximum extent permitted by law, you assume full responsibility and risk of loss resulting from your use of the website and the services including any downloads from the website. under no circumstances shall we or any of our employees or representatives be liable for any indirect, punitive, special or consequential damages even if we or any of our employees or representatives have been advised of the possibility of such damages. our total liability in any event is limited to the amount, if any, actually paid by you for use of the website and the services for the one month period ending on the date a claim is made and you hereby release us and our employees and representatives from any and all obligations, liabilities and claims in excess of this limitation.

11. Indemnity: You agree to indemnify and hold us, and our directors, officers, employees and representatives, harmless from any and all losses (including, but not limited to, attorney fees) resulting from any claims not permitted under this Agreement due to a “Limitation of Liability” or other provision, that you assert, or may assert, based on or relating to your use, or the use of any individual using your password, of this Website or the Services. You further agree to indemnify and hold us, and our directors, officers, employees and representatives, harmless from any and all losses resulting from claims of third parties, including, but not limited to, attorney fees, that result in whole or in part from allegations of conduct by you that, if true, would constitute a violation by you, or any individual using your password, of any of the terms of this Agreement.

12. Attorney Fees: In the event we file an action against you claiming you breached this Agreement and seeking to recover liquidated damage and/or other relief, and we prevail, we shall be entitled to recover reasonable attorney’s fees in addition to any damages or other relief which we may be awarded.

13. Disclaimers: We disclaim and are not responsible for the behavior of any advertisers, linked websites or other users. No third party is authorized to make any representations on our behalf regarding the nature, description, text, or actual rights, duties, powers and obligations with, to, or from any person, natural or otherwise. Nothing in this Agreement grants or offers any actual or implied powers of agency or partnership.

14. U.S. Export Controls: The software that supports the Services (the “Software”) is further subject to United States export controls. None of the Software may be downloaded or otherwise exported or re-exported in violation of United States export laws. Downloading or using any of the Software is at your sole risk.

15. Restricted Rights: Notice to U.S. Government End Users. The Software, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable, consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is Hello Bar, 16220 Ridgeview Lane, La Mirada, California 90638.

16. Reporting Violations: If you become aware that any other person is violating any of the terms and conditions of this Website, please notify us immediately. If you believe that any person has posted material in violation of any copyrights that you may have, you may notify us via the Contact Form information noted at the bottom of our Privacy Policy. If you believe that any user of this Website has posted materials in violation of any other rights that you may have, you may notify us in accordance with our Removal Policy.

17. Assignments: You may not assign any of your rights hereunder. We may assign all rights to any other individual or entity at our discretion.

18. Compliance With Law: In using the Services, you agree that you will comply with all applicable laws.

19. Applicable Law and Jurisdiction: This Agreement will be governed by the laws of the State of California. Except as otherwise provided in this Section below, each of the parties does hereby agree that any dispute related to this Agreement, any other agreement between the parties, the Privacy Policy or the Services, will be decided by the state and federal courts located in Los Angeles County, California and agrees that that party is subject to the jurisdiction of such courts in such locality. If, under applicable law relating to the selection of venue in California, a case may not be brought in a court located in Los Angeles County, the case may be filed in a state or federal court of competent jurisdiction located in the State of California where the case may be brought.

20. Applicable Law and Jurisdiction: This Agreement will be governed by the laws of the State of California. Except as otherwise provided in this Section below, each of the parties does hereby agree that any dispute related to this Agreement, any other agreement between the parties, the Privacy Policy or the Services, will be decided by the state and federal courts located in Los Angeles County, California and agrees that that party is subject to the jurisdiction of such courts in such locality. If, under applicable law relating to the selection of venue in California, a case may not be brought in a court located in Los Angeles County, the case may be filed in a state or federal court of competent jurisdiction located in the State of California where the case may be brought.

21. Pricing and Cancellation:

    1. Pricing: By using the Service, you agree that Hello Bar will request that you upgrade and pay a monthly fee to receive upgraded versions of the Service, including additional volume and features, as outlined on the pricing page, if your use of the Service falls into one of the qualifying paid plans.
    2. Payment: If you are paying subscriber to the Hello Bar Service, Hello Bar will use a third-party payment processor to request your credit card information and process payment.  All subscription plans will automatically renew on the same day each month as the initial payment, until cancelled.
    3. Cancellation: If you’d like to cancel your paid subscription, please email support@hellobar.com or login to your account to cancel your subscription.  Once you cancel your subscription, Hello Bar will no longer charge your credit card for future subscription payments, and your account will be disabled down to a non-paid account level.
    4. Refunds: As a company policy, we do not provide partial refunds for unused monthly or annual plans, unless a system malfunction caused a problem.
      1. At Hello Bar we have created a upgrade path that includes several steps, with each step clearly listing the price of the plan and features you are choosing, and that you’ll be billed immediately after clicking “Confirm”. Due to our multi-step process, requests for refunds from those who have claimed they have upgraded by mistake, will not be accepted. Additionally, any user who chooses the annual plan, and continues through the process to purchase the annual plan and then requests a refund, will not be accepted. All paid plans with Hello Bar can be canceled at any time.
      2. Refund Requests will only be accepted under the following circumstances:
        1. You were accidently double billed. Proof of double billing will be required.
        2. After successfully downgrading your plan, you were charged for the following month/year. A review of the users audit logs will be conducted to verify this.

Part 2 – Miscellaneous

1. Force Majeure: We shall not be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond our control and without our fault or negligence, such as acts of God, acts of civil or military authority, then current laws and regulations and changes thereto, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, acts of hackers and other illegal activities of third parties, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation or telecommunications common carriers or overloading or slow downs over the internet or any third party internet service providers.

2. Survivability: The ownership and proprietary rights provisions set forth in this Agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this Agreement for any reason.

3. Severability: The unenforceability or invalidity of any term, provision, section or subsection of this Agreement shall not affect the validity or enforceability of any remaining terms, provisions, sections or subsections of this Agreement, but such remaining terms, provisions, sections or subsections shall be interpreted and construed in such a manner as to carry out fully the intention of the parties hereto.

4. Interpretation: The fact of authorship by or at the behest of a party shall not affect the construction or interpretation of this Agreement.

5. Amendments: No amendment or other change of this Agreement by you shall be effective except as agreed to in writing between the parties. The Company may revise this Agreement at any time, and which revisions shall be deemed accepted by you upon your continuing use of the Website or any of our Services.

6. Privacy Policy: You agree that we may access, collect, use and disclose your information as set forth in our Privacy Policy. In this regard the terms of the Privacy Policy are to be treated as if they were added to and part of this Agreement and shall be binding on all parties hereto. Wherever inconsistent, the Privacy Policy and this Agreement shall be interpreted in a fashion that preserves your indemnification and waiver of liability against the Company to the maximum extent permissible under applicable law.

7. Further Actions: You agree to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.

8. Notification of Security Breach: In the event of a security breach that may affect you, we will notify you of the breach and provide a description of the breach, including the type, nature, and scale of the breached data.

9. Entire Agreement: The terms of the Privacy Policy posted on this Website are incorporated by reference herein. This Agreement, including such policy which is incorporated by reference herein, embody the entire agreement and understanding of the parties, and supersedes all prior agreements, representations and understandings between the parties hereto, relating to the subject matter hereof.

10. GDPR Compliance: Upon agreeing to these terms, EU members are adhering to the GDPR Compliance set by Hello Bar. Further information on GDPR and Hello Bar can be found here.

Effective Date of this Terms of Use

This document was last updated October 23, 2018.