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Title: Terms of Services PHELLO, LLC TERMS OF SERVICE Last Modified: May 5, 2020 Table of Contents: 1. Introduction 2. Subscription Plan Description 3. Fees and Payment Terms 4. Termination and Cancellation Policy 5. Access and Use Restrictions 6. Intellectual Property Rights 7. Prohibited Uses 8. Content Standards 9. Contact with you 10. Disclaimer/ Warranties 11. Limitation on Liability 12. Indemnification 13. Revisions 14. Governing Law and Jurisdiction 15. Miscellaneous
1. INTRODUCTION Hello! And welcome to Phello®! At Phello, LLC (“we, “us,” “our,” Phello®” or the “Company”), we are passionate about using the Phello® process to create new opportunities for senior executives by giving you the tools to create your brand and communicate effectively with your network. We offer a guided approach to ensure your success that begins with establishing a personal webpage, assisting you with creating a compelling message and giving you the professional relationship management (PRM Tools) and communication platform to communicate effectively with your network to create new opportunities for you (our “Services”). You can customize the level of Services based on your individual needs by signing up for the plan that is most appropriate for you. When you use our website www.helloPhello.com (“Website”), or Services or sign up for any of our plans, you are agreeing to enter into these Terms of Service. You understand that these Terms of Service together with our Privacy Policy , Copyright Policy and the description of the plan you have selected constitutes the legally binding agreement (the “Agreement”) between you and Phello, LLC. If you don’t agree to this Agreement, do not subscribe to our Services or use this Website. Whether you use this Website as a subscriber or trial subscriber to our Services (a “Subscriber”) or a visitor to the Website (“Visitor”) the Agreement applies to you. This Website is offered and available to users who are 18 years of age or older. If you do not meet the age criteria, do not use this Website.
2. SUBSCRIPTION PLAN DESCRIPTION We provide a choice of plans for our Subscribers that include the features listed below.
Personal Website The “Personal Website” is a unique website that the Subscriber creates using a provided template that is hosted by Phello and is offered to all membership levels. This URL can be either publicly searchable or kept private, depending on the Subscriber’s preferences. At the Elite level, the Phello support team will review and give feedback on the Subscriber’s site.
Professional Relationship Manager (PRM) The “PRM” is the Phello platform offered to all membership levels. The Subscriber’s contacts can be easily uploaded to the PRM from any source to one central location where contacts are stored, organized, and managed. The PRM offers automated communications with targeted emailing to the Subscriber’s contracts (“email campaigns”) as well as access to all articles, documents, templates, videos, and webinars in the “Phello Insights” section. At the Elite level, Subscribers can get feedback on email communications.
Email templates, Videos, Webinars & Articles Phello Insights provides a comprehensive library of:
Personal Brand & Career Networking Expert Schedule 2 to 4 Zoom calls per month with a Phello Networking Expert for support with your personal professional website and advice on organizing and communicating with your network to find a full-time position, consulting opportunity, advisory or board role. Live Chat This support feature is available throughout the platform for 14-day Trial and Elite tier members during business hours (9 am to 6 pm EST on weekdays), and is accessible from the Phello back office, Phello Personal Website, Phello Insights and, the main Phello website. Post business hours, a chat form is available for Subscriber to submit their questions. Typical response time from the Phello Support Team is within 24 hours of the request. 3. FEES AND PAYMENT TERMS You agree to pay us the applicable fees and taxes associated with your selected plan (the “Service Fee”). The Service Fee is payable monthly (once you have completed any Free Trial period), in advance, for automatically renewing one-month terms at a recurring fee. The Service Fee is non-refundable, subject to applicable law. You authorize us to continue billing your credit card or other payment methods (even after it has expired) to avoid service interruptions. We reserve the right to increase our Service Fees at any time, upon notice to you. The increase in Service Fees will take place on your next automatic payment after you are notified. If you subscribe to the Free Trial, you may only subscribe once. The Free Trial ends on the last day of the 14 day period at which point your credit card will be charged at the subscription plan you chose. You can upgrade your plan any time. You can downgrade after you have subscribed to your plan for at least 30 days. Once you downgrade, the options associated with your membership will change immediately on the date of the downgrade, so please make sure to downgrade at the end of your monthly billing cycle so that you have full use of all the features you paid for. WE DO NOT PROVIDE ANY REFUNDS FOR UNUSED SERVICES. Your subscription to the Services (“Subscription Period”), begins on the date you register for a plan and continues until you cancel the Services in your plan and your billing cycle ends, or your Service is terminated. 4. TERMINATION AND CANCELLATION POLICY You may cancel your subscription at any time and for any reason. If you cancel your subscription, your Subscription Period will end and you will lose your right to access and use the Services at the on the last day of your billing cycle. We have the right to limit or terminate your subscription at any time in our sole discretion if we believe you have violated any provision of the Agreement or have posted Client Materials (defined below) that violate any rights of a third party or could otherwise create liability for the Company. If we terminate your subscription, your Subscription Period will end on the date of termination. You understand that the Service Fee is non-refundable if you cancel your subscription or if we terminate your subscription because you have violated the Agreement or have posted Client Materials that violate any right of a third party or could otherwise create liability for the Company. Once your subscription has been terminated, you will no longer be able to access and use the Services. Your access to your helloPhello.com webpage will be disabled and you will lose access to any Client Materials on helloPhello.com (including your webpage and contacts). YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR ACCOUNT. WE ARE NOT RESPONSIBLE FOR TERMINATING YOUR ACCOUNT OR ANY CHARGES OR FEES YOU INCUR AS A RESULT OF FAILING TO TERMINATE YOUR ACCOUNT. There are no refunds given for your failure to use the Services. 5. ACCESS AND USE RESTRICTIONS 5.1 Access and Use of Services. If you are a Subscriber, during your Subscription Period, we grant to you an individual, revocable (for non-payment of the Service Fee or breach), non-exclusive, non-assignable, non-transferrable, royalty-free license to access and use the Services in the applicable plan you subscribed for solely for your personal branding and development use. In return, you agree that: · You will treat your customer account information and account access credentials as confidential (including your login and password), and you will not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to our Services or portions of it using your username, password or other security information. · You will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. · You will not send any email in any manner that would constitute a Prohibited Use (described in Section 7) or contain content that violates the Content Standards (described in Section 8) · the information (including but not limited to your personal information, contact names, contact addresses, and related contact information), resumes, biographies, content, photographs, digital images, video, and/or audio files and other materials (“Client Materials”) you submit to us or post on your personal web page are accurate and truthful in all respects. · all of your contacts that you upload are persons that are personally known to you and that you have a personal or professional relationship with. · you will not misrepresent yourself, including, without limitation, any current or prior positions or qualifications, current or prior affiliations you may have or may have had, or impersonate any third party. · all Client Materials you submit comply with our Content Standards (described in Section 8). · you will keep your information updated throughout the Subscription Period. · you have the right to provide the Client Materials to us without infringing the intellectual property rights or any other rights of any third party.
5.2 Our Right to Remove Content. You acknowledge and agree that we have the right to (i) remove or refuse to post any Client Materials for any or no reason in our sole discretion, or (ii) take any other action with respect to any Client Materials that we deem necessary or appropriate in our sole discretion including if we believe that such Client Materials violate the Content Standards, infringe any intellectual property right or violates other rights of any person or entity, or otherwise could create liability for the Company. We are under no obligation to store Client Materials. After termination of the Subscription Period, no Client Materials will be provided to you. Further, your Client Materials may, but are not required to be, deleted. You agree that we have no liability to you (or any third party) as a result of limiting or terminating your access to helloPhello.com or the Client Materials or deleting the Client Materials.
5.3 Service Controls and Changes; We have and will retain sole control over the operation, provision, maintenance, and management of the Website and Services. We reserve the right, in our sole discretion, to make any changes to the Services (including the features of any plan) that we deem necessary or useful to (a) maintain or enhance (i) the quality or delivery of our Services to our customers, (ii) the competitive strength of or market for our Services or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable law. We may change the pricing terms and features of our plans prospectively. To the extent permissible by applicable law, these changes are binding upon notice to you. If you do not agree with these changes, you must cancel your subscription.
5.4 Privacy Settings; Privacy Policy You set your privacy settings for your personal webpage to indicate whether your personal landing page should be indexed for web search engines. We recognize that the Client Materials you submit contain your personal information. We agree that we will only use the Client Materials in accordance with these Terms of Use and our Privacy Policy.
5.5 Storage and Backup of Client Materials. You have sole responsibility to back up and maintain your Client Materials. We are not a storage provider and have no responsibility for the storage and back up of Client Materials.
6. INTELLECTUAL PROPERTY RIGHTS 6.1 General You hereby grant to us a worldwide, non-exclusive, perpetual, royalty-free, assignable and transferable, license (with right of sublicense) to use, copy, modify, transmit, distribute, publish, and to create derivative works based upon, any Client Materials and any Customized Deliverables (as defined below) in connection with the Services. You understand that any Client Materials or Customized Deliverables you post to your personal website or share via any email tool, may be used and re-shared by Visitors and Subscribers to our site even after you terminate your membership. We cannot control the actions of any third party. Except for the PHELLO® Materials (as defined below), which shall be retained by us, all customized marketing materials created for you under the Elite Professional Plan, if applicable to you, including any personalized marketing plans, profiles and letters or content on your personal web page (the “Customized Deliverables”), upon payment of the Service Fee, will become your property, and you will have all right, interest and title therein. We are, and will remain, the sole and exclusive owners of all right, title and interest in and to the PHELLO® Materials, including all intellectual property rights therein. Because the Customized Deliverables may contain PHELLO® Materials, we hereby grant to you a non-exclusive, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicensable license to use any PHELLO® Materials incorporated into your Customized Deliverables solely to the extent reasonably required to use the Customized Deliverables. All other rights in and to the PHELLO® Materials are expressly reserved by us. The PHELLO® Materials do not contain any Client Materials. “PHELLO® Materials” means any (i) ideas, concepts, methods and methodologies, processes, procedures, techniques, and models, (ii) the Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video, and audio, look and feel, and the design, selection, and arrangement thereof), software, tools, URLs and links, universal competency frameworks, databases, designs, algorithms, user interface designs, architecture, class libraries, objects and documentation, network-design, know-how, technology, source code, and object code, and (iii) general elements of style and design, artwork, templates, forms and other generally applicable content that are not customized for a client, in each case of (i) (ii) and (iii) that we have created or otherwise have rights in, and all portions, subsets or derivative works thereof, and any improvements, modifications, upgrades or other changes thereto. You agree not to use, copy, modify, distribute, publish, or create derivative works based upon the PHELLO® Materials, or to reverse engineer, decompile, decipher, disassemble or otherwise attempt to derive the source or object code for the PHELLO® Materials or otherwise use the PHELLO® Materials except as expressly permitted herein. You agree that you will not, and will not permit any other person to, access or use the Services or PHELLO® Materials except as expressly permitted by these Terms of Service. You agree to refrain from engaging in any of the Prohibited Uses listed below. The Phello® name, the term “helloPhello®”, Phello® logo and all related names, logos, product and service names, designs and slogans are registered trademarks of Phello® or its affiliates or licensors. You must not use such marks without the prior written permission of Phello®. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners. 6.2 Copyright Infringement If you believe that any user contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of Phello® to terminate the user accounts of repeat infringers.
7. PROHIBITED USES You may use the Website and our email system only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website or our email system: · in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). · for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise. · to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Service. · to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation. · to advertise or market commercial products or services in violation of the Controlling the Assault of Non-Solicited Pornography and Marketing Act (the “CAN-SPAM Act”). · to impersonate or attempt to impersonate Phello®, a Phello® employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing). · to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Phello® or users of the Website, or other third parties, or expose them to liability. Additionally, you agree not to: · Use the Website or email system in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website. · Use any robot, spider or other automatic devices, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website. · Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent. · Use any device, software or routine that interferes with the proper working of the Website or email system. · Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful. · Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website or email system, the server on which the Website or email system is stored, or any server, computer or database connected to the Website. · Attack the Website via a denial-of-service attack or a distributed denial-of-service attack. · Otherwise attempt to interfere with the proper working of the Website or email system.
8. CONTENT STANDARDS 8.1 General. These content standards apply to any and all Client Materials and use of our Services (including our proprietary PRM Tool, your personal webpage, and any email communications through the Service). Client Materials must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, Client Materials may not: · Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable. · Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. · Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person. · Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy. · Be likely to deceive any person. · Promote any illegal activity or advocate, promote or assist any unlawful act. · Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person. · Impersonate any person or misrepresent your identity or affiliation with any person or organization. · Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter or advertising. · Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
8.2 Your Email Messages. You agree that the Services are to be used to promote yourself professionally, not to advertise or sell your company’s commercial services or products (there are plenty of other companies that focus on that, we focus on you!). You agree that any message sent by you through the Services (i) will identify you as sender (we autofill that anyway), (ii) will not have a deceptive or misleading subject line, (iii) will relate to your career furthering activities, and (iv) will be sent only to contacts personally known to you who have agreed to receive emails from you. You agree that you will not use the Services to send any email, the primary purpose of which is the commercial advertisement or promotion of a commercial product or service. You agree that you are solely responsible for the accuracy, quality, legality, and integrity of your communications. You represent and warrant to us that you are personally known to each of your contacts and that you have the right to use all Client Materials you submit to us or incorporate into your email messages. You agree that we may establish limits and guidelines concerning the use of the Services, including a maximum number of emails or size of emails that may be distributed by you. These limitations are subject to change, and you will be notified of any change to the Service. If you do not agree with such changes, you must cancel your subscription.
9. COMMUNICATION WITH YOU We may contact you (i) to provide our Services, (ii) to inform you of changes to our Services, materials, or programs, (iii) to inform you of violations of any of these Terms or any of our policies that relate to your privilege to access the Services, or (iv) to inform you of any other matter relating to the website or the Services. We may, are not obligated to, monitor or record your text messages, and/ or conversations with us for quality control purposes, for training employees, or for our protection. By use of our service, you consent to such monitoring and/ or recording. If you enter into our Elite Professional Service and provide us with your phone number, you agree that we may call or text you to provide the Services to you. We agree that we will only use the Client Materials in accordance with these Terms of Use and our Privacy Policy.
10. DISCLAIMER 10.1 Disclaimer of Warranties You understand that we cannot and do not guarantee, represent, or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT YOU WILL REALIZE ANY RESULTS BY VIRTUE OF THE USE OF THE PROVIDED SERVICES, ADVICE, MATERIALS, AND/OR CUSTOMIZED DELIVERABLES. NOTWITHSTANDING ANYTHING IN THE AGREEMENT BETWEEN THE PARTIES TO THE CONTRARY, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY OR ARISING AS A RESULT OF (I) RELIANCE BY YOU UPON THE ADVICE, MATERIALS OR CUSTOMIZED DELIVERABLES AND INFORMATION PROVIDED THROUGH THE SERVICES AVAILABLE THROUGH THE PLAN YOU SELECT OR (II) ANY CLIENT MATERIALS YOU UPLOAD, POST OR TRANSMIT VIA ANY OF THE WEBSITE, EMAIL SERVERS OR OTHER FEATURES OF THE SERVICES OR THE WEBSITE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THIS DISCLAIMER IS INTEGRAL TO ESTABLISHING PRICING AND CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10.2 Reliance on Information Posted The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other Visitor or Subscriber, or by anyone who may be informed of any of its contents. This Website includes content provided by third parties, including materials provided by other Subscribers. All statements and/ or opinions expressed in these materials, and other content, other than the content provided by Phello®, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Phello®. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. 11. LIMITATION ON LIABILITY IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL OUR LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT YOU ACTUALLY PAID TO US WITHIN THE SIX MONTHS PRIOR TO THE EVENT FROM WHICH THE CLAIM AROSE. THIS LIMITATION IS INTEGRAL TO ESTABLISHING PRICING AND CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 12. INDEMNIFICATION You agree to defend, indemnify and hold harmless Phello®, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of the Agreement or your use of the Website or Services, including, but not limited to, your Client Materials, any use of the Website's content, email system, services and products other than as expressly authorized in these Terms of Service or your use of any information obtained from the Website; this indemnification includes, but is not limited to, any claim against Phello® for the infringement of intellectual property owned by a third party. 13. REVISIONS TO TERMS OF SERVICE We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website and our Services thereafter. Your continued use of the Website following the posting of revised Terms of Service or plan descriptions means that you accept and agree to the changes. You are expected to check this page frequently, so you are aware of any changes, as they are binding on you to the greatest extent permitted by law.
14. GOVERNING LAW AND JURISDICTION All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of Rochester and County of Monroe. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 15. MISCELLANEOUS 15.1 Waiver and Severability No waiver by Phello® of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Phello® to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect. 15.2 Entire Agreement; Survival The Terms of Service, our Privacy Policy, and our Copyright Policy constitute the sole and entire agreement between you and Phello® with respect to the Website and the Services in your plan and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. Even if this Agreement terminates, certain rights survive including the rights under the sections marked “Our Right to Remove Content,” “Intellectual Property,” “Indemnification,” “Disclaimer of Warranties,” “Limitation of Liability,” “Governing Law and Jurisdiction,” “Waver and Severability” and this Section “Entire Agreement; Survival.” 15.3 Information About You and Your Visits to the Website All information we collect on this Website is subject to our Privacy Policy . By using the Website or our Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
15.4 Geographic Restrictions The owner of the Website is based in the state of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
15.5 Your Comments and Concerns; Notices We may provide notice to you by email, or mail at an address you provided or by notice posted on the Website. You may provide notice by contacting us through the Website. You agree to update us with any changes to your contact information. This Website is operated by Phello, LLC. All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set forth therein. All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to us through the Website at hellophello.com. |