Terms and Conditions

Last updated: July 6, 2016

PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT

Welcome to the heropin.com website (the "Site") and/or the mobile application (the "App"). Your access and use of the App, the Site and of features, software products and services provided by HeroPin Inc. (“HeroPin," "we," "us," or "our") through the Site and/or App (individually and collectively, the "Service") is subject to the terms and conditions in this Terms of Use (this "ToU").

You must agree to this ToU in order to use the App, the Site and/or the Service. If you use the App, the Site and/or the Service, or click to accept or agree to this ToU if presented to you in a user interface for the Service, we will understand this as your acceptance of this ToU and your agreement to all of its terms and conditions. By accepting this ToU or using the App, the Site and/or the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use the App, the Site or the Service. If you are using the Service on behalf of your employer or another entity, you represent and warrant that you have the full legal authority to bind your employer or such other entity to this ToU. If you do not have such authority, then you may not use the Site or the Service on behalf of your employer and you must discontinue all use of the Service immediately.

ToU Updates

HeroPin may update this ToU at any time and HeroPin will post the updated version of this ToU on the App and/or the Site. You understand and agree that you will be deemed to have accepted the updated ToU if you use the App, the Site or the Service after the updated ToU is posted on the App and/or the Site. If at any point you do not agree to any portion of this ToU then in effect, you must immediately stop using the App, the Site and the Service.

Provision of the Service

You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the App, the Site and the Service. You acknowledge and agree that HeroPin may make changes to the App, the Site and/or the Service at any time and at its sole and absolute discretion without notifying you in advance.

Termination of Service

HeroPin reserves the right to deny service to any person or entity at HeroPin’s sole and absolute discretion. You acknowledge and agree that HeroPin may stop providing the App, the Site and/or the Service or restrict your use of the App, the Site and/or the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToU and/or if HeroPin suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If HeroPin disables your access to your account, you may be prevented from accessing the Service, your account details and/or any materials contained in your account.

Accounts and Security

Account

To access the Service, you must have an account. You can create an account by completing the registration process. You may be required to provide information about yourself as part of the registration process or your continued use of the Service. You agree that any registration information that you submit to HeroPin will be correct, accurate and up to date.

Fees

You agree to pay all fees and applicable taxes incurred by you or anyone using your account. Unless otherwise noted, all currency references are in Canadian dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. HeroPin may, from time to time, modify, amend, or supplement its pricing and billing procedures, and such changes shall be effective immediately upon posting an update of this ToU or posting such changes elsewhere on the App and/or the Site. If there is a dispute regarding your payment of fees, or the Service, HeroPin shall have the right to terminate your account without prior notice. In the event that you disagree with a charge to your account, you must dispute the charge by contacting HeroPin at support@heropin.com within 24 hours of receiving the charge through your account. If you fail to dispute a charge within such 24 hours’ period, you are deemed to have consented to the charge on your account. YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NON-REFUNDABLE IN WHOLE OR IN PART, EXCEPT AT HEROPIN’S SOLE DISCRETION. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.

Payment Processor

Payment processing services for your account on HeroPin are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as an account holder on HeroPin, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of HeroPin enabling payment processing services through Stripe, you agree to provide HeroPin accurate and complete information about you and your business, and you authorize HeroPin to share it and transaction information related to your use of the payment processing services provided by Stripe

OR

HeroPin uses a third-party payment processor (the "Payment Processor") to link your credit card account to the Service. The processing of payments or credits, as applicable, in connection with your use of the Service will be subject to the terms, conditions and privacy policies of the Payment Processor and your credit card issuer in addition to these ToU. HeroPin is not responsible for any errors by the Payment Processor. In connection with your use of the Services, HeroPin will obtain certain transaction details, which HeroPin will use solely in accordance with its Privacy Policy.

Account Security

Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password. You agree to notify HeroPin immediately if you become aware of any unauthorized use of your password or of your account.

Account Sharing or Transfers

Accounts are registered to you personally and may not be sold, traded, gifted or otherwise transferred at any time under any circumstances. You may not share your account. You may not disclose your password to anyone else.

Cancellation by You

You have the right to cancel your account at any time. You may cancel your account by emailing support@heropin.com. Once you cancel your account, your personal information will no longer be viewable by other users. However, content previously shared with other users may remain viewable by those users until they delete such content.

Termination by HeroPin

HeroPin may at any time terminate your account if:

Effect of Account Termination or Cancellation

If you voluntarily terminate your account or allow that account to lapse, you will be able to reactivate that account at any time through the account interface on the App and/or the Site. Accounts terminated by HeroPin for any type of abuse including, without limitation, a violation of this ToU, may not be reactivated for any reason.

Software License

License Grant

Subject to the terms of this ToU, HeroPin hereby grants a limited, non-exclusive, personal, non-sublicenseable, non-assignable license to download, install and use software allowing you to engage in activities related to the Service (the "Software"). The Software may only be used in connection with the Service and in accordance with this ToU and any rules, restrictions or documentation set forth by HeroPin from time to time.

Third Party Software and Services

The Software may be incorporated into, and may incorporate, technology, software and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements (including, without limitation, terms of use and terms of service posted on third party websites), and you agree to look solely to the applicable third party and not to HeroPin to enforce any of your rights in relation thereto. All modifications or enhancements to the Software and the Service remain the sole property of HeroPin. You understand that HeroPin, in its sole and absolute discretion, may at any time for any reason suspend or terminate any license hereunder and disable any Software you may already have accessed or installed without prior notice. HeroPin reserves the right to add or remove features or functions to the Software at any time in its sole discretion. When installed, the Software periodically communicates with HeroPin servers. You acknowledge and agree that HeroPin has no obligation to make available to you any subsequent versions of its software applications.

Uninstalling the Software

If you wish to uninstall the Software, please refer to heropin.com to look up how to uninstall the App..

App Use Requirements

Installation

To use the service on the App, you will be required to install the App on one or more electronic devices that you own or control and that meet the minimum specifications provided by HeroPin.

Updates

HeroPin may require that you download and install updates to the App from time to time. You acknowledge and agree that HeroPin may update the App with or without notifying you and add or remove features or functions to the App at any time in its sole and absolute discretion. You acknowledge and agree that HeroPin has no obligation to make the App available to you, make any subsequent versions of the App available to you or to continue to support the App in any way. You acknowledge that your access to the App may not be continuous, features may change during your use of the App, and HeroPin may terminate your access to the App or stop offering the App at any time.

Agreements

You acknowledge that you may only use the App in connection with the Service provided through the App in accordance with this Agreement. The requirements hereunder and this Agreement may change as the App and/or Service evolve.

License, Restrictions and Conditions of Use

License

Subject to the terms and conditions of this Agreement and for the sole purpose of using the Service, HeroPin hereby grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to (i) install the App on one or more electronic devices which are owned by you, are under your control and which meet HeroPin’s minimum specifications; (ii) install the Software on one or more computer, tablet or mobile devices which are owned by you, are under your control and which meet HeroPin’s minimum specifications; and (iii) view, review and utilize the App and any related information provided to you by HeroPin.

Use of the Site

HeroPin permits you to view and use the App and/or the Site solely for your personal, non-commercial use. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data obtained from the App, the Site or through the Service.

Accessing the Service

You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the App and/or the Site provided by HeroPin. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers).

No Violation of Laws

You agree that you will not, in connection with your use of the App, the Site or the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the App, the Site and/or the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).

Use Restrictions

You may not connect to or use the App, the Site or the Service in any way that is not expressly permitted by this ToU.

You may not: (a) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service; (b) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity without the prior written consent of HeroPin; or (c) make any false, misleading or deceptive statement or representation regarding HeroPin and/or the App, the Site or the Service.

Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the App, the Site and/or the Service (or any servers, systems or networks connected to the App, the Site or the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the App, the Site and/or the Service or any other person’s or entity’s use of the App, the Site and/or the Service (or any servers, systems or networks connected to the App, the Site or the Service); (ii) attempt to gain unauthorized access to the App, the Site, the Service, accounts registered to other users, or any servers, systems or networks connected to the App, the Site and/or the Service; (iii) use the App, the Site or the Service for any commercial purpose or the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the App, the Site or the Service, unless you are specifically authorized to do so by HeroPin; (iv) use the App, the Site or the Service to (y) develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; or (z) perform any unsolicited commercial communication not permitted by applicable law; or (v) engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.

No Data Mining or Harmful Code

You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, unauthorized personal information of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the App, the Site or the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routing, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the App, the Site or the Service.

Violation of this ToU

You acknowledge and agree that you are solely responsible, and HeroPin has no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach. HeroPin may at its option, terminate its relationship with you, or may suspend your account immediately if it determines you are using the Service contrary to the restrictions found in this section or any other terms of this ToU.

Links

Links from the App and/or the Site

The App and/or the Site may contain links to websites operated by other parties. HeroPin provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of HeroPin and HeroPin is not responsible for the content available on the other websites. Such links do not imply HeroPin’s endorsement of information or material on any other website and HeroPin disclaims all liability with regard to your access to and use of such linked websites.

Links to the App and/or the Site

Unless otherwise set forth in a written agreement between you and HeroPin, you must adhere to HeroPin’s linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with HeroPin’s and/or its licensors’ names and trademarks; (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with HeroPin; and (iii) when selected by a user, the link to the Site must display the Site on full-screen and not within a "frame" on the linking Site. HeroPin reserves the right to revoke its consent to the link at any time and in its sole discretion.

Intellectual Property

Trademarks

The HeroPin name and logo are trademarks and service marks of HeroPin Inc. Unless permitted in a separate written agreement with HeroPin, you do not have the right to use any of HeroPin’s trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and provincial trademark laws.

Ownership

You acknowledge and agree that HeroPin, or its licensors, owns all right, title and interest in and to the App, the Site and the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the App, the Site and the Service are protected by Canadian and international copyright laws. Further, you acknowledge that the Service may contain information that HeroPin has designated as confidential and you agree not to disclose such information without HeroPin’s prior written consent.

Copyright Agent

HeroPin respects the intellectual property rights of others, and requires that the people who use the App, the Site and the Service do the same. HeroPin maintains a policy of terminating users of the App, the Site and/or the Service who engage in repeated infringing conduct.

Third Party Software and Services

The Service may be incorporated into technology, software and services owned and controlled by third parties. Use of such third party software or services is subject to the terms and conditions of the applicable third party license agreements (including, without limitation, terms of use and terms of service posted on third party websites), and you agree to look solely to the applicable third party and not to HeroPin with respect to your rights in relation to such third party software, technology and/or services.

Privacy Policy

By accepting this ToU or using the App, the Site and/or the Service, you represent that you have read and consent to our Privacy Policy in addition to this ToU. HeroPin may revise the Privacy Policy at any time and the new versions will be posted on the App and/or the Site. If at any point you do not agree to any portion of the Privacy Policy, you must immediately stop using the App, the Site and the Service.

Location

The App, the Site and the Service are operated by HeroPin in accordance with Canadian laws. If you choose to access the App, the Site and/or the Service from a location outside of Canada, you do so on your own initiative and you are responsible for compliance with applicable local laws.

Submitted Content

Content of Communications. HeroPin is not the source of, does not verify or endorse and takes no responsibility for the content of communications made using the Service. By using the Service, you agree that any content that you submit may be transmitted to the recipient of your communication. The content of communications is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. The content of communications may be protected by intellectual property rights, which are owned by third parties. You are responsible for the content you choose to communicate and access using the Service. In particular, you are responsible for ensuring that you do not submit material that is (i) copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner (ii) a falsehood or misrepresentation (iii) offensive, unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; (iv) an advertisement or solicitation of business; or (v) impersonating another person. HeroPin may in its sole discretion block, prevent delivery of or otherwise remove the content of communications as part of its effort to protect the Service or its customers, or otherwise enforce the terms of this ToU. Further, HeroPin may in its sole discretion remove such content and/or terminate this ToU and your Account if you use any content that is in breach of this ToU.

Heropin does not claim ownership of any communications or materials you submit or make available through the App, the Site and/or the Service ("Submitted Content") via Forums, Blogs, email functions, chat functions or any other function on the App, the Site and/or Service which allows you to post, upload, edit, host, share and/or publish content. With respect to such Submitted Content, you grant HeroPin a perpetual, irrevocable, non-terminable, transferrable, worldwide, royalty-free, sublicenseable, fully paid-up, non-exclusive and transferable license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform the Submitted Content or any part of such Submitted Content in connection with the Service and Heropin's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Submitted Content through the Service while the Submitted Content is made available through the Service. You may take down any Submitted Content at any time; however, you acknowledge and agree, that HeroPin may still have access to such Submitted Content and that the above licenses granted by you to HeroPin will remain despite your removal of such Submitted Content from the Service. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section

You acknowledge and agree that: (i) by using the App, the Site or Service, you may be exposed to content that you may find offensive or indecent and you do so at your own risk; (ii) you are solely responsible for, and HeroPin has no responsibility to you or any third party for any Submitted Content that you create, submit, post or publish on the App, the Site or Service; (iii) HeroPin does not guarantee any confidentiality with respect to Submitted Content, whether or not they are published (iv) HeroPin is not responsible for any Submitted Content that you may have access to through your use of the App, the Site or Service and all Submitted Content are the responsibility of the person from whom such Submitted Content originated. You acknowledge and agree that (i) HeroPin has no control over and is not responsible for the use of Submitted Content by a user, including any user that has uploaded such Submitted Content to such user’s personal device; and (ii) HeroPin may not be able to remove certain Submitted Content that is uploaded onto another user’s device. HeroPin does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Submitted Content.

You acknowledge that HeroPin has the right to pre-screen any Submitted Content, but no obligation to do so. At HeroPin’s sole discretion, any Submitted Content may be included in the Service in whole or in part in a modified form. In addition, HeroPin and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Submitted Content that is available via the Site and/or the Service that violates this TOU or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party’s intellectual property.

You acknowledge that the Submitted Content is your sole responsibility. You are entirely responsible for the Submitted Content and agree, under no circumstance, will HeroPin be liable in any way for Submitted Content, including, but not limited to, for any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Service.

You acknowledge and agree that you are solely responsible for your interaction with other users of the Service, whether online or offline. You agree that HeroPin is not responsible or liable for the conduct of any users. HeroPin reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post content or any personal or other information.

Children

The App, the Site and the Service are not directed toward children under 18 years of age nor does HeroPin knowingly collect information from children under 18 or allow them to create an account or access account features. If you are under 18, please do not submit any personal information about yourself to HeroPin.

DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE APP, THE SITE AND THE SERVICE IS AT YOUR SOLE RISK AND THAT THE APP, THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEROPIN EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

HEROPIN MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE APP, THE SITE OR THE SERVICE.

HEROPIN DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE APP, THE SITE AND/OR THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE APP, THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE APP, THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE APP, THE SITE OR THE SERVICE WILL BE CORRECTED; OR (e) THE APP, THE SITE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP, THE SITE OR THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.

Because some jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.

LIMITATION OF LIABILITY; SOLE AND EXCLUSIVE REMEDY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEROPIN, AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES"), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:

WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF HEROPIN OR ANY OF THE RELATED PARTIES EXCEED ONE HUNDRED DOLLARS ($100).

Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, the liability of HeroPin and the Related Parties shall be limited to the fullest extent permitted by law.

Indemnification. You agree to indemnify, defend and hold HeroPin and the Related Parties harmless from any and all claims, demands, damages or other losses including, without limitation, reasonable attorneys’ fees, resulting from or arising out of (i) your use of the Site and/or the Service or (ii) your breach of this ToU or any other policies that HeroPin may issue for the Site and/or the Service from time to time.

Governing Law; Jurisdiction. This ToU is governed by the laws of the Province of Quebec, Canada, without regard to conflict of laws principles. You and HeroPin agree that, except as otherwise provided in the Arbitration section below, the courts located in the city of Montreal, Province of Quebec, Canada will have exclusive jurisdiction of all disputes arising out of or related to this ToU or your use of the Site or the Service and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, HeroPin shall be allowed to apply for equitable remedies (including injunctions) in any jurisdiction.

Binding Arbitration

By using this Site, you agree that HeroPin, at its sole discretion, may require you to submit any disputes arising from the use of this Site, or these Terms and Conditions concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration before a single arbitrator, who will be a person legally trained, has experience in information technology and is independent of both parties, to be held in Montreal, Quebec, and governed by Ontario law subject to the most current version of the Arbitration Act 1991 (Ontario). Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party's actual damages in any arbitration initiated under this section, except as may be required by statute. Notwithstanding the foregoing, HeroPin reserves the right to purse the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.

Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party's actual damages in any arbitration initiated under this section, except as may be required by statute.

General

ToU Revisions

This ToU may only be revised in a writing signed by HeroPin, or published by HeroPin on the Site.

No Partnership

You agree that no joint venture, partnership, employment, or agency relationship exists between you and HeroPin as a result of this ToU or your use of the Site or the Service.

Assignment

HeroPin may assign its rights under this ToU to any person or entity without your consent. The rights granted to you under this ToU may not be assigned without HeroPin’s prior written consent, and any attempted unauthorized assignment by you shall be null and void.

Severability

If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.

Attorneys’ Fees

In the event any litigation or arbitration is brought by either party in connection with this ToU, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

No Waiver

Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by HeroPin of any provision, condition or requirement of this ToU shall not be understood as a waiver of your obligation to comply with the same provision, condition or requirement at a later time.

Notices

All notices given by you or required under this ToU shall be in writing and addressed to: HeroPin Inc., 111-1955 Chemin de la Cote de Liesse, Montreal, H4N 3A8, Canada.

Export Administration

You must comply with all export laws and regulations of Canada or any other country ("Export Controls") and you shall not export, direct or transfer any portion of the Site or the Service, or any direct product thereof, to any destination, person or entity restricted or prohibited by the Export Controls.

Equitable Remedies

You acknowledge and agree that HeroPin would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Entire Agreement

This ToU, including the documents referenced in this ToU, constitutes the entire agreement between you and HeroPin with respect to the Site and the Service and supersedes any and all prior agreements between you and HeroPin relating to the Site and/or the Service.

Utilizing Your Computer or Other Device

Some of the benefits of the Service require the Service to access information on your computer or other applicable device. You hereby grant permission for the Service to monitor your computer or other applicable device (including, but not limited to, your device's memory) and to communicate information, including, without limitation, your Account information, to the Company’s servers for the purposes of analyzing your device's performance during use of the Service. Additionally, the Service will utilize the processor, bandwidth and hard drive (or other memory or storage hardware) and/or cache of your computer or other applicable device for the limited purpose of facilitating the communication between, and the transmittal of data, content, services or features to, you and other users, and to facilitate the operation of the network of computers running instances of the Service.