Heeler Security, Inc., a Delaware corporation, and its affiliates and subsidiaries (collectively, “Heeler”) makes information, products, and services available on this website (the “Site”), subject to the following Terms & Conditions, together with the Privacy Policy (the “Terms”). Before using this Site, please read these Terms carefully. Throughout these Terms, “we”, “us” and “our” refer to Heeler, and “you” or “your” refer to you personally (i.e., the individual who reads and agrees to be bound by these Terms), and, if you access this Site on behalf of a corporation or other legal entity, you and such corporation or other legal entity on whose behalf you access the Site. If you have entered into another agreement with us concerning specific services or products, then the terms of that agreement control where it conflicts with these Terms.
1. Acceptance of Terms. By using the Site, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Site. Heeler provides the information, products and services on the Site to you, conditioned upon your acceptance, without modification, of these Terms contained herein. Your use of the Site constitutes your agreement with such Terms.
We reserve the right to change these Terms, in whole or in part, in our own discretion at any time. You can determine when these Terms were last revised by referring to the “Last updated” legend at the top of these Terms. Such modifications shall be effective immediately upon the linking of modified Terms to the Site, and, if you possess an account through the Site for which you have provided an email address (“Account”), by communicating the modifications to you either (i) when you log in to the Site or (ii) by sending the modifications to the email address that you have provided to us. You agree to comply with, and be bound by, any such modifications (i) by continuing to use or access the Site after modified Terms are posted to the Site or (ii) if you possess an Account, by not requesting to terminate your Account within seven (7) days after receiving a notice of modifications as described above.
In addition, your use of a particular Heeler service may be subject to specific guidelines or rules (“Service-specific Rules”) posted from time to-time and incorporated by this reference into these Terms. If you do not accept our Terms or any Service-specific Rules, you should refrain from accessing the Site and its services. If we change any Service-specific Rules, we will post the changed version on the location where those Service-specific Rules normally appear, reference the change on the primary page for that service and include a link to the previous version of the terms or rules.
Heeler reserves the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Site or any service (or any part thereof). Heeler shall not be liable to any user or other third party for any such modification, suspension or discontinuance except as expressly provided herein.
2. Registration and User Information. You may be required to register with Heeler in order to access certain areas of the Site. Your submission of registration and other personal data through the Site is governed by Heeler’s Privacy Policy. By accepting these Terms, you agree to our collection, use, and disclosure of your information as described in the Privacy Policy. In the course of registration, you must: (a) provide true, accurate, current and complete information on the registration form and (b) maintain and promptly update such registration information as necessary. If, after investigation, we have reasonable grounds to suspect that your information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and prohibit any and all current or future use by you of the Site (or any portion thereof). You may not use a user name (or email address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; that is offensive; or that Heeler rejects for any other reason in its sole discretion. Your user name and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Site, and agree not to lend or transfer your password or user name, or lend or otherwise transfer your use of or access to the Site, to any third party. You are fully responsible for all interactions with the Site that occur in connection with your password or user name. You agree to notify Heeler immediately of any unauthorized use of your password or user name or any other breach of security related to your account or the Site, and to log off/exit from your account with the Site (if applicable) at the end of each session. Heeler is not liable for any loss or damage arising from your failure to comply with this Section, including any loss or damage arising from your failure to (a) immediately notify Heeler of any unauthorized use of your password or account or any other breach of security and (b) ensure that you log off/exit from your account at the end of each session.
3. Ability to Accept Terms. The Site is only intended for individuals aged thirteen (13) years or older. If you are under 13 years please do not visit or use the Site. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them.
4. U.S.-Based Website. The Site is controlled and operated by Heeler from the United States, and, except as expressly set forth herein, is not intended to subject Heeler to the laws or jurisdiction of any state, country or territory other than that of the United States. Heeler does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to U.S. export controls and are responsible for any violations of such controls, including any U.S. embargoes or other federal rules and regulations restricting exports. Heeler may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction Heeler chooses, at any time and in Heeler’s sole discretion. By using the Site, you hereby certify that: (a) you are not: (i) a citizen or permanent resident of any country on which the United States has embargoed goods, technology and/or services (e.g., Cuba, Iran, North Korea, Sudan, Syria, or Crimea), or (ii) on any of the relevant U.S. Government Lists of prohibited or restricted persons, including but not limited to the Treasury Department's List of Specially Designated Nationals, and the Commerce Department's List of Denied Persons or Entity List; and (b) your use of Heeler products and services is in compliance with the applicable U.S. export control and economic sanctions laws and regulations. For further information on the export controls and sanctions laws see, http://www.bis.doc.gov/index.htm and http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx
5. Site Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law.
6. Restrictions. You shall not: (i) copy, distribute or modify any part of the Site without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Site; (iv) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Site; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Site.
7. Payments to Heeler. Except as expressly set forth in the Terms, your general right to access and use the Site is currently for free, but Heeler may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Site unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Site.
8. Intellectual Property Rights.
8.1. Content and Marks. The (i) content on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Materials”), (ii) and User Submissions, as defined below (together with the Materials, the “Content”) and (iii) the trademarks, service marks and logos contained therein (“Marks”), are the property of Heeler and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Heeler”, the Heeler logo, and other marks are Marks of Heeler or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Content.
8.2. Use of Content. Content on the Site is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
9. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
10. Links. You may find links to other websites on the Site. Those links will let you leave Heeler’s site. Heeler exercises no control whatsoever over such third-party websites and any contents or web-based resources found on those third-party sites and is not responsible or liable for the availability thereof or the content, advertising, products or other materials thereon or any updates or changes thereto. Heeler is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Heeler of any linked sites. Heeler shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection therewith. Your access and use of those websites, including your use of any content, information, data, advertising, products, or other materials on or available through such websites, is solely at your own risk is subject to the terms and conditions of use and privacy policy(ies) applicable to such sites and resources. The Heeler Privacy Policy is applicable only when you are on the Site. Once you choose to be directed to another website, you should read that website’s privacy statement before disclosing any personal data.
11. Privacy. We will use any personal information that we may collect or obtain in connection with the Site in accordance with our Privacy Policy. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.
12. Claims of Copyright Infringement. Heeler respects the intellectual property rights of others and asks that you do the same. The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send Heeler a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send Heeler a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to:
Copyright Agent
Heeler Security, Inc.
legal@heeler.com
13. DISCLAIMER OF WARRANTIES. YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE AND ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. HEELER AND/OR ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS SITE OR ANY INFORMATION, CONTENT, PRODUCTS OR SERVICES CONTAINED THEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, HEELER MAKES NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (III) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, AND (IV) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. THE SITE, THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE SITE AND THE INFORMATION, CONTENT, SOFTWARE, DOCUMENTS, AND RELATED GRAPHICS PUBLISHED ON THIS SITE COULD INCLUDE TECHNICAL INACCURACIES, ERRORS, OR OMISSIONS. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY THE FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR ANY OTHER COURSE OF ACTION BY HEELER.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL HEELER AND/OR ITS SUPPLIERS/LICENSORS AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR THESE TERMS INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, PROFITS OR OTHER INTANGIBLES, USE OF PERSONAL OR CONFIDENTIAL DATA, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE (HOWEVER ARISING, INCLUDING CONTRACT, EQUITY, NEGLIGENCE OR OTHER TORTIOUS ACTION) EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. THE MAXIMUM LIABILITY OF HEELER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS/SUPPLIERS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO HEELER TO ACCESS AND USE THE SITE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
15. Indemnity. You agree to defend, indemnify and hold harmless Heeler and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Site; (ii) your User Submissions; (iii) your interaction with any Site user; or (iv) your violation of these Terms.
16. Term and Termination. These Terms are effective until terminated by Heeler or you. Heeler, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Heeler shall not be liable to you or any third party for termination of the Site, or any part thereof.If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section 16 and Sections 8 (Intellectual Property Rights), 11 (Privacy), 13 (Warranty Disclaimers), 14 (Limitation of Liability), 15 (Indemnity), 17 (Independent Contractors), 18 (Assignment), and 19 (General) shall survive termination of these Terms.
17. Independent Contractors. You and Heeler are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Heeler. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Heeler.
18. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Heeler without restriction or notification to you. Any prohibited assignment shall be null and void.
19. General. These Terms constitute the entire agreement between you and Heeler with respect to your use of this Site and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Heeler with respect to this Site. These Terms and the relationship between you and Heeler shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions and you shall submit to the personal and exclusive jurisdiction of the courts located within the State of Delaware. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. A party may only waive its rights under these Terms, by a written document executed by both parties. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof. You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without Heeler’s express prior written consent. No provision of these Terms is intended for the benefit of any third party, and the parties do not intend that any provision should be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17. Force Majeure. Neither party or its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors will (except for the obligation to make any payments) be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond their reasonable control, including, without limitation, acts of God, epidemics, labor disputes or other industrial disturbances, electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockades, embargoes, riots, acts or orders of government, acts of terrorism, or war.
18. Contact and Notices. If you have any general question, comment or complaint regarding the Site, please send an e-mail to info@heeler.com. Formal notices to Heeler under these Terms (including a report of any violation of these Terms by any user) shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to: Heeler Security, Inc., Attention: Legal Department, 5914 Kirby Road, Bethesda, MD 20817, with a copy to legal@heeler.com. Notices to you may be made via posting to the Site, by email, or by regular mail, in Heeler's discretion. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
