The terms and conditions stated herein (collectively, the "Agreement") constitute a legal agreement between you (a “User,” as defined below) and SHAG ENTERPRISES, LLC, a California limited liability company (the "Company"). In order to use the Service (defined below) and the associated Application (defined below) you must agree to the terms and conditions that are set out herein. By using or receiving any services supplied to you by Company (collectively, the "Service"), and downloading, installing, or using any associated application supplied by Company, the purpose of which is to enable Users to use the Service (collectively, the “Application”), you hereby expressly acknowledge and agree to be bound by the terms and conditions of the Agreement, and any future amendments and additions to this Agreement as published from time to time at halla.co/legal or through the Service.
The Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service or Application at any time, effective upon posting of an updated version of this Agreement on the Service or Application. User is responsible for regularly reviewing this Agreement. Continued use of the Service or Application after any such changes shall constitute User’s consent to such changes.
Company’s business purpose is to provide consumers with access to its proprietary algorithm which analyses users dining preferences in order to make restaurant recommendations to the user.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Company Content” means Content that Company makes available through the Service or Application, including any Content licensed from a third party, but excluding User Content.
“Collective Content” means, collectively, Company Content and User Content.
“Halla Consumer” shall mean an individual User seeking to obtain any of the types of services offered through the Service or the Application. A Halla Consumer is also a User.
“Services” shall mean the use of the HALLA algorithm.
“User” shall mean any HALLA Consumer or HALLA restaurant.
“User TRANSACTION” shall mean participating in any of the HALLA services provided by the Application.
“User Content” means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Service or Application.
“Public Areas” shall mean any profiles, email systems, blogs, message boards, applications, job postings, chat areas, news groups, forums, communities, or other message or communication facilities available to Users.
License Grant, Restrictions, and Copyright Policy
Licenses Granted by Company to Company Content and User Content
Subject to User’s compliance with the terms and conditions of this Agreement, Company grants User a limited, non-exclusive, non-transferable license: (i) to view, download and print any Company Content solely for User’s personal and non-commercial purposes; and (ii) to view any User Content to which User is permitted access solely for User’s personal and non-commercial purposes. User has no right to sublicense the licensed rights granted in this section.
User will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service, Application, or Collective Content, except as expressly permitted in this Agreement. No licenses or rights are granted to User by implication or otherwise under any intellectual property rights owned or controlled by Company or its licensors, except for the licenses and rights expressly granted in this Agreement.
License Granted by User
Company may, in its sole discretion, permit Users to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Service or Application, User hereby grants to Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, and otherwise exploit such User Content, through, or by means of the Service or Application. Company does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit any User Content.
User acknowledges and agrees that User is solely responsible for all User Content that User makes available through the Service or Application. Accordingly, User represents and warrants that: (i) User either is the sole and exclusive owner of all User Content that User makes available through the Service or Application or User has all rights, licenses, consents, and releases that are necessary to grant to Company the rights in such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor User’s posting, uploading, publication, submission, or transmittal of the User Content or Company’s use of the User Content (or any portion thereof) on, through, or by means of the Service or Application will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Subject to User’s compliance with this Agreement, Company grants User a limited non-exclusive, non-transferable license to download and install a copy of the Application on any mobile device or computer that User owns or controls and to run such copy of the Application solely for User’s own personal use. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”), User will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Company reserves all rights in and to the Application not expressly granted to User under this Agreement.
Accessing and Downloading the Application from iTunes
The following applies to any App Store Sourced Application:
· User acknowledges and agrees that (i) this Agreement is concluded between User and Company only, and not Apple, and (ii) Company, not Apple, is solely responsible for the App Store Sourced Application and content thereof. User’s use of the App Store Sourced Application must comply with the App Store Terms of Service;
· User acknowledges that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application;
· in the event of any failure of the App Store Sourced Application to conform to any applicable warranty, User may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to User and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application;
· As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company;
· User and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims User has or any claims of any third party relating to the App Store Sourced Application or User’s possession and use of the App Store Sourced Application, including, but not limited to (i) product liability claims, (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation;
· User and Company acknowledge that, in the event of any third party claim that the App Store Sourced Application or User’s possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement;
· User and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as related to User’s license of the App Store Sourced Application, and that, upon User’s acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to User’s license of the App Store Sourced Application against User as a third party beneficiary thereof;
· Without limiting any other terms of this Agreement, User must comply with all applicable third party terms of agreement when using the App Store Sourced Application;
· User shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Application in any way; (ii) modify or make derivative works based upon the Service or the Application; (iii) create Internet "links" to the Service or "frame" or "mirror" any Application on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Application in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service or Application, or (c) copy any ideas, features, functions or graphics of the Service or Application, or (v) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Service or Application; and
· User shall not (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Application or Service or the data contained therein; or (v) attempt to gain unauthorized access to the Application or Service or its related systems or networks.
Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Company may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. User acknowledges that Company has no obligation to monitor User’s access to or use of the Service, Application, or Collective Content, or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Service and Application, to ensure User’s compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Company, at its sole discretion, considers to be in violation of this Agreement or otherwise harmful to the Service or Application.
Company respects copyright law and expects its users to do the same. It is Company’s policy to terminate in appropriate circumstances Users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
If User believes, in good faith, that any materials on the Service or the Application infringe upon User’s copyrights, please send the following information to Shag Enterprises, LLC, 5900 Wilshire Blvd. #2250, Los Angeles, CA, addressed to the attention of the Chief Executive Officer.
· A description of the copyrighted work that User claim has been infringed, including the URL (Internet address) or other specific location on the Application where the material User claim is infringed is located. Include enough information to allow HALLA to locate the material, and explain why User think an infringement has taken place;
· A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
· A statement by User that User has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
· A statement by User, made under penalty of perjury, that the information in User’s notice is accurate, and that User are the copyright owner or authorized to act on the copyright owner’s behalf; and
· An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
HALLA is an algorithm that provides users with restaurant selections that comport with the data collected from the User.
· HALLA is not a party to any contracts for other services;
· HALLA does not operate any of the restaurants recommended and does not represent that such restaurant will entire comport with the Consumers requirements.
· HALLA does not have control over the quality of the Restaurants it recommends.
· HALLA does not have any control, and makes no representations or warranties, regarding the food, service or value of any of the Restaurants it recommends;
· HALLA makes no representations about the suitability or quality of the restaurants reccomendend;
NEITHER HALLA NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. HALLA AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH SUCH USER’S USE OF THE SERVICE.
Third Party Interactions
During use of the Application and Service, User may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Application or Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between User and the applicable third-party. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between User and any such third-party. The Company does not endorse any sites on the Internet that are linked through the Service or Application, and in no event shall the Company or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers. The Company provides the Application and Service to User pursuant to the terms and conditions of this Agreement. User recognize, however, that certain third-party providers of goods and/or services may require User’s agreement to additional or different terms and conditions prior to User’s use of or access to such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between User and the third party providers.
The Company may rely on third party advertising and marketing supplied through the Application or Service and other mechanisms to subsidize the Application or Service. By agreeing to these terms and conditions User agrees to receive such advertising and marketing. The Company may compile and release information regarding User and User’s use of the Application or Service on an anonymous basis as part of a customer profile or similar report or analysis. User agrees that it is User’s responsibility to take reasonable precautions in all actions and interactions with any third party User interact with through the Service.
Billing and Payment Policy
HALLA Consumers are obligated to pay for the services of the Service, unless specifically notified otherwise. HALLA Consumers can also pay at the end of a completed Service transaction. For all purchases and payments for reimbursement costs, fees or expenses associated with a Service, HALLA will charge User’s credit card according to the amount agreed upon between User and HALLA for the use of the services of the Service, and User hereby authorize us to charge User’s credit card for such amounts. HALLA retains the right, in its sole discretion, to place a hold on any payment for a completed Service transaction.
No refunds or credits will be provided once HALLA Consumer’s credit card has been charged. At HALLA’s sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by HALLA.
While HALLA will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and User agree to hold HALLA harmless for any damages that may result therefrom. HALLA will use third party services to process credit card information. For further information regarding that service, please contact HALLA to request information about HALLA’s credit card processing providers.
User will be liable for all transaction taxes on the services provided under this Agreement (other than taxes based on HALLA’s income).
Employment and Withholding
HALLA is not an employment service and does not serve as an employer of any User. As such, HALLA will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with User’s use of Users’ services. User understand and agrees that if HALLA is found to be liable for any tax or withholding tax in connection with User’s use of Users’ services, then User will immediately reimburse and pay to HALLA an equivalent amount, including any interest or penalties thereon.
HALLA Service Charges
Any fees that the Company may charge User for the Application or Service, are due immediately and are non-refundable. This no refund policy shall apply at all times regardless of User’s decision to terminate User’s usage, our decision to terminate User’s usage, disruption caused to our Application or Service either planned, accidental or intentional, or any reason whatsoever. The Company reserves the right to determine final prevailing pricing.
The Company, at its sole discretion, may make promotional offers with different features and different rates to any User. These promotional offers, unless made to User, shall have no bearing whatsoever on User’s offer or contract. Company may change the fees for its Service or Application, as it deems necessary for its business. Company encourages User to check back at the website periodically if User is interested about how Company charges for the Service of Application.
HALLA may from time to time provide certain promotional opportunities to HALLA Consumers All promotions will be run at the sole discretion of HALLA, and can be activated, modified, or removed at any time by HALLA without advance notification.
In the event that User are given a code by or on behalf of HALLA through which User may refer a friend to HALLA in exchange for a referral credit, User shall not use any online marketing or advertising to promote such code or to artificially increase the amount of credits awarded. By way of example, User may not post, or cause, request or permit a third party to post any such code on a coupon website, nor use any paid search marketing, online advertising, forum posting, newsgroup posting or bulk email to disseminate such code. User may only share such code with User’s personal friends and acquaintances for legitimate referral purposes, as determined by HALLA in its sole discretion. Without limiting HALLA’s other rights and remedies, HALLA may terminate such code and/or User’s account for any breach of this Section.
If User selects this feature, and has SMS service from one of the supported Carriers (T-Mobile, Verizon Wireless, AT&T, Sprint, Nextel, Boost, U.S. Cellular, MetroPCS, and Cricket), User can request Services via SMS and receive notifications of Services through our Applications. User’s mobile phone carrier’s message and data rates may apply.
User will only receive messages from Company if User makes a request for Services. If User changes User’s mobile phone service provider, the service may be deactivated and User will need to re-enroll in the notification service. Company reserves the right to cancel the notification service at any time; User may cancel the notification service at any time.
Account, Password and Security
User is the sole authorized user of User’s account. User is responsible for maintaining the confidentiality of any password and account number provided by User or HALLA for accessing the Service. User is solely and fully responsible for all activities that occur under User’s password or account. HALLA has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should User suspect that any unauthorized party may be using User’s password or account or User suspects any other breach of security, User must contact HALLA immediately.
No Commercial Use or Solicitation
The Service may be used for User’s personal, non-commercial use only; User may not use the Service in connection with any commercial endeavors whatsoever without the express prior written consent of HALLA.
Without limitation, the Service may not be used to solicit for any other business, website or service. User may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to Services facilitated through HALLA without express written permission from HALLA.
User may not use the Service to collect usernames and/or email addresses of members by electronic or other means without the express prior written consent of HALLA.
Intellectual Property Ownership
Company alone (and its licensors, where applicable) shall own all right, title, and interest, including all related intellectual property rights, in and to the Application and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by User or any other party relating to the Application or the Service. This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Application or the Service, or any intellectual property rights owned by Company. Company’s name, logo, and the product or service names associated with the Application and Service are trademarks of Company or third parties and no right or license is granted to use them.
Links to Other Web Sites
Links (such as hyperlinks) from HALLA to other sites on the Web do not constitute the endorsement by HALLA of those sites or their content. Such links are provided as an information service, for reference and convenience only. HALLA does not control any such sites, and is not responsible for their content. The existence of links on the Service to such websites (including without limitation external websites that are framed by the HALLA Service as well as any advertisements displayed in connection therewith) does not mean that HALLA endorses any of the material on such websites, or has any association with their operators. It is User’s responsibility to evaluate the content and usefulness of the information obtained from other sites.
“User’s Information” is defined as any information and materials User provide to HALLA or other Users in connection with User’s registration for and use of the Service, including without limitation that posted or transmitted for use in Public Areas. User are solely responsible for User’s Information, and we act merely as a passive conduit for User’s online distribution and publication of User’s Information. User hereby represent and warrant to HALLA that User’s Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for HALLA or cause HALLA to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
Solely to enable HALLA to use User’s Information, so we are not violating any rights User might have in that information, User hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyright, publicity rights, and any other rights User have in User’s Information, in any media now known or not currently known.
Representations and Warranties
By using the Application or Service, User expressly represent and warrant that User are legally entitled to enter this Agreement. If User reside in a jurisdiction that restricts the use of the Service because of age, or restricts the ability to enter into agreements such as this one due to age, User must abide by such age limits and User must not use the Application and Service. Without limiting the foregoing, the Service and Application is not available to children (persons under the age of 18). By using the Application or Service, User represent and warrant that User are at least 18 years old. By using the Application or the Service, User represent and warrant that User have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. User’s participation in using the Service and/or Application is for User’s sole, personal use. User may not authorize others to use User’s user status, and User may not assign or otherwise transfer User’s user account to any other person or entity. When using the Application or Service User agree to comply with all applicable laws from User’s home nation, the country, state and city in which User are present while using the Application or Service.
User may only access the Service using authorized means. It is User’s responsibility to check to ensure User download the correct Application for User’s device. The Company is not liable if User do not have a compatible handset or if User have downloaded the wrong version of the Application for User’s handset. The Company reserves the right to terminate this Agreement should User be using the Service or Application with an incompatible or unauthorized device.
By using the Application or the Service, User agree to the following.
· User will only use the Service or Application for lawful purposes; User will not use the Services for sending or storing any unlawful material or for fraudulent purposes.
· User will not use the Service or Application to cause nuisance, annoyance or inconvenience.
· User will not impair the proper operation of the network.
· User will not try to harm the Service or Application in any way whatsoever.
· User will not copy, or distribute the Application or other content without written permission from the Company.
· User will only use the Application and Service for User’s own use and will not resell it to a third party.
· User will keep secure and confidential User’s account password or any identification we provide User which allows access to the Service.
· User will provide us with whatever proof of identity we may reasonably request.
· User will only use an access point or cellular data account (AP) which User is authorized to use.
· User is aware that when requesting a restaurant suggestion by SMS, standard messaging charges will apply.
Disclaimer of Warranties
THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE QUALITY, SUITABILITY, OR SAFETY OF THE RESTAURANTS SUGGEST TO USER. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT (A) THE RESTAURANTS FOOD WILL BE SAFE AND THE RESTAURANT WILL BE SAFE OR HAVE AVAILABLE SEATING OR OTHERWISE BE SUITABLE FOR USER’S DIETARY RESTRICTIONS. SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION
THE COMPANY'S SERVICE AND APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM USER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL THE COMPANY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). THE COMPANY AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY USER, INCLUDING BY NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR APPLICATION, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE OR APPLICATION, ANY RELIANCE PLACED BY USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN USER AND ANY THIRD PARTY SERVICE PROVIDER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE WEBSITE OR IS REFERRED BY THE SERVICE OR APPLICATION, EVEN IF THE COMPANY AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY MAY INTRODUCE USER TO HALLA REFERRED RESTAURANTS. HALLA WILL NOT ASSESS THE SUITABILITY OF SUCH RESTAURANTS AND USER EXPRESSLY WAIVES AND RELEASES COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM USER’S USE OF THE APPLICATION OR SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTY RESTAURANTS RECCOMENDED TO USER BY THE APPLICATION. USER EXPRESSLY WAIVES AND RELEASES ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
By entering into this Agreement and using the Application or Service, User agree that User shall defend, indemnify and hold the Company, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) User’s violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) User’s violation of any rights of any third party, including HALLA Professionals arranged via the Service or Application, or (c) User’s use or misuse of the Application or Service.
Termination and Suspension
Without limitation, HALLA may terminate or suspend User’s right to use the Service if User breach any term of this Agreement or any policy of HALLA posted on the Service from time to time, or if HALLA otherwise finds that User have engaged in inappropriate and/or offensive behavior. If HALLA terminates or suspends User’s right to use the Service for any of these reasons, User will not be entitled to any refund of unused balance in User’s account. In addition to terminating or suspending User’s account, HALLA reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
HALLA may terminate or suspend User’s right to use the Service at anytime for any or no reason by providing User with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.
Even after User’s right to use the Service is terminated or suspended, this Agreement will remain enforceable against User.
User may terminate this Agreement at any time by ceasing all use of the Service. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
User acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of HALLA and agree that User will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to User’s authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. User shall promptly notify HALLA in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. User shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. User shall return all originals and any copies of any and all materials containing Confidential Information to HALLA upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of HALLA’s trade secrets, confidential and proprietary information and all other information and data of HALLA that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
The Company may give notice by means of a general notice on the Service, electronic mail to User’s email address on record in the Company's account information, or by written communication sent by first class mail or pre-paid post to User’s address on record in the Company's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). User may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to the Company at the following addresses, SHAG Enterprises, LLC, 5900 Wilshire Blvd., #2250, Los Angeles, CA, addressed to the attention of the Chief Executive Officer.
This Agreement may not be assigned by User without the prior written approval of the Company but may be assigned without User’s consent by the Company to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
User agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App Store Sourced Application, User represent and warrant that: (i) User are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) User are not listed on any U.S. Government list of prohibited or restricted parties.
User and Company agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. User acknowledge and agree that User and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class User in any purported class action or representative proceeding. Further, unless both User and Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless User and Company otherwise agree, the arbitration will be conducted in Los Angeles County. If User’s claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents User and Company submit to the arbitrator, unless User requests a hearing or the arbitrator determines that a hearing is necessary. If User’s claim exceeds $10,000, User’s right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If User prevail in arbitration User will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Company will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. User’s responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if User’s claim for damages does not exceed $75,000, Company will pay all such fees unless the arbitrator finds that either the substance of User’s claim or the relief sought in User’s Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes. Notwithstanding the provisions of the modification-related provisions above, if Company changes this “Dispute Resolution” section after the date User first accepted this Agreement (or accepted any subsequent changes to this Agreement), User may reject any such change by sending us written notice within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Company’s email to User notifying User of such change. By rejecting any change, User are agreeing that User will arbitrate any Dispute between User and Company in accordance with the provisions of this “Dispute Resolution” section as of the date User first accepted this Agreement (or accepted any subsequent changes to this Agreement).
To the Service
HALLA reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Service or any content or information on the Service with or without notice. HALLA will not be liable to any party for any modification or discontinuance of the Service. HALLA may also impose limits on certain features or restrict User’s access to parts or all of the Service without notice or liability.
To this Agreement
No joint venture, partnership, employment, or agency relationship exists between User, the Company or any third party provider as a result of this Agreement or use of the Service or Application. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. This Agreement comprises the entire agreement between User and the Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
© 2017 SHAG ENTERPRISES, LLC ALL RIGHTS RESERVED.
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