HelloJo - Terms of Use

LAST UPDATED 09/28/2020

HelloJo’s Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE HELLOJO PLATFORM OR HELLOJO SERVICES.

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1 INTRODUCTION

Welcome to HelloJo. HelloJo is an interactive online platform that partners with venues and other third parties to offer you the ability to find locations to watch sporting events, earn points for watching sporting events at such locations and redeem promotions and rewards based on points you earn (“HelloJo Service”) and is operated by HelloJo, LLC. ("HelloJo", "us", "we", or "our"). These "Terms of Use" apply to the “HelloJo Platform” collectively, the hellojo.app website, the related HelloJo mobile application and other interactive features or downloads that are operated by us and are available through, or interact with, such website or mobile application however accessed and/or used, whether via personal computers, mobile devices, or otherwise (collectively, "Devices"). As used in these Terms of Use, the term “you” or “your” refers to each user accessing the HelloJo Platform. If you do not agree with any of the terms or conditions in these Terms of Use, you must not access or use the HelloJo Platform or use the HelloJo Service.

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2 TERM

By accessing or using our HelloJo Platform, you agree to be bound by HelloJo’s Terms of Use, and upon your initial access to or use of our HelloJo Platform, the term of these Terms of Use (the “Term”) will begin. The Term will continue for as long as you continue to access or use our HelloJo Platform and for as long as you have a HelloJo account (“Account”), which may be until you close your Account, or we terminate your Account in accordance with these Terms of Use, whichever happens first.

From time to time, we may revise these Terms of Use and the policies relating to the HelloJo Service. We will provide notice of such revisions either by revising these Terms of Use and indicating at the top of this page the date these Terms of Use were last revised or by sending an email to the email address associated with your Account, or both. You agree that it is your responsibility to visit these Terms of Use periodically to review any such revisions. Changes to these Terms of Use will be effective on the date noted in the posting and/or email we send to you. By continuing to access or use the HelloJo Platform or HelloJo Service after revisions are effective, you accept and agree to abide by them.

You agree that these Terms of Use are supported by good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge. Such consideration includes, without limitation, your accessing the HelloJo Platform and use of the HelloJo Service.

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3 THE HELLOJO PLATFORM AND HELLOJO SERVICE; INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that HelloJo owns all legal right, title and interest in and to the HelloJo Platform, including, but not limited to, marks, logos, graphics, user interface, scripts and software used to implement the HelloJo Platform, and any software provided to you as a part of and/or in connection with the HelloJo Platform (including, but not limited to, the HelloJo Platform as provided through a mobile application) (the "Software"), which includes any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the HelloJo Platform (including the Software or any other part thereof) has a patent-pending and contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including, but not limited to, copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the HelloJo Platform in compliance with these Terms of Use. No portion of the HelloJo Platform may be reproduced in any form or by any means, except with HelloJo’s prior written permission or as otherwise expressly permitted in these terms.

3.1 Copyright License.

HelloJo grants you a personal, non-exclusive, non-transferable, limited license to use the HelloJo Platform and Software embedded therein as provided to you as a part of the HelloJo Platform and in accordance with these Terms of Use and any instructions we may include on the HelloJo Platform or issue from time to time. You shall not (and shall not permit anyone else to) download, copy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law); or sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the HelloJo Platform or Software; and you shall not exploit the HelloJo Platform in any unauthorized way whatsoever, including, but not limited to, by circumventing, removing, altering, deactivating, degrading or thwarting any of the protections in the HelloJo Platform; trespass; or burdening network capacity. You may not download, modify, copy, distribute, transmit, publicly display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the HelloJo Platform without our express written consent. THE USE OF THE SOFTWARE OR ANY PART OF THE HELLOJO PLATFORM, EXCEPT FOR USE OF THE HELLOJO PLATFORM AS PERMITTED IN THESE TERMS OF USE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

3.2 Trademark Information.

HelloJo and other trademarks, service marks, graphics, and logos used in connection with the HelloJo Platform may be service marks or registered service marks of HelloJo Platform. Other trademarks, service marks, graphics, and logos used in connection with the HelloJo Platform and HelloJo Service, including but not limited to the logos of the a HelloJo partner (“HelloJo Partner”) on such HelloJo Partner’s page on the HelloJo Platform, may be the trademarks of their respective owners. You are not granted any right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the HelloJo Platform. For the sake of clarity, a HelloJo Partner is an entity providing a location, venue, promotion, or reward to be used or redeemed in connection with the HelloJo Platform and HelloJo Service.

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4 YOUR ACCOUNT

As a registered user of the HelloJo Platform, you have established an account with HelloJo. In order to use the HelloJo Service, you must enter the email address and password that you used to sign up for HelloJo Service and to authenticate your Account. You agree and confirm that you provided accurate and complete information when you registered with the HelloJo Platform (“HelloJo Platform Registration Data"), and you agree to update your HelloJo Platform Registration Data to keep it accurate and complete. Failure to provide accurate, current and complete HelloJo Platform Registration Data may result in the suspension and/or termination of your Account. You acknowledge and agree that HelloJo will use the HelloJo Platform Registration Data you provide for use in maintaining your Account and that HelloJo may, in our sole discretion, refuse service, terminate accounts of any users, and change eligibility requirements at any time.

Do not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, and you agree to immediately notify HelloJo of any security breach of your Account. You further acknowledge and agree that you should not share your Account and/or password details with another individual. Provided we have exercised reasonable skill and due care, HelloJo shall not be responsible for any losses arising out of the unauthorized use of your Account resulting from you not following these rules.

In order to use the HelloJo Platform or HelloJo Service, you must not be based in Cuba, Iran, North Korea, Syria, or any other 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. You also must not be located in the European Union at the time you use the HelloJo Platform.

The mobile application or its underlying technology may not be downloaded to or exported or re-exported outside of the United States.

4.1 Age Restrictions and Use of Service.

You must be eighteen (18) years of age or older to use the HelloJo Platform and HelloJo Services. By using the HelloJo Platform, you represent that you are eighteen (18) or older, and that you will not permit a minor under the age of eighteen (18) to use the HelloJo Platform, your Account, or otherwise interact with the HelloJo Platform. HelloJo will never knowingly solicit or accept Personally Identifiable Information (as defined herein) from a user or visitor who HelloJo knows is under eighteen (18) years of age. “Personally Identifiable Information” means any information that may be used to specifically identify or contact you, such as your name, cell phone number, email address, student identification number, credit card information, and other types of personally identifiable information that we may collect about you or you may provide to us. If HelloJo discovers that a user under eighteen (18) years of age has created an account, or that a user or visitor under eighteen (18) years of age has posted Personally Identifiable Information to the HelloJo Platform, HelloJo will terminate the account and remove the information.

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5 PROMOTION INFORMATION

The HelloJo Service allows you to collect points and redeem rewards and promotions through our HelloJo Platform, or engage with other services offered by HelloJo Partners. The HelloJo Partners (and not HelloJo) set the point values for promotions and rewards. HelloJo may provide pricing, listing and other guidance on the collection and redemption of promotions through our HelloJo Platform, and such guidance is solely informational (without any warranty as to accuracy). The point value associated with any reward, event, or promotion on the HelloJo Platform may be modified at any time without notice. HelloJo has no control over and does not guarantee the safety or legality of the rewards or promotions.

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6 REDEEMING PROMOTIONS AND REWARDS

You are responsible for reading the complete listing before making a commitment to redeem a promotion or reward. All redemptions are final and non-refundable. The determination of whether any refunds are granted for cancelled, postponed, or delayed events will be made on a case-by-case basis at the sole discretion of the HelloJo Partner. You cannot change or cancel any orders after the redemption is complete.

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7 PROMOTION CANCELLATIONS, POSTPONEMENT AND OTHER EVENT CHANGES

7.1 Cancellation.

At the direction of the HelloJo Partner hosting an event that has been cancelled, HelloJo may remove the event and any listings related to the event from the HelloJo Platform. In addition we may inform you about the cancellation and forward to you further instructions, if any, pertaining to rescheduling that HelloJo receives from a HelloJo Partner.

7.2 Other Event Changes.

HelloJo is not responsible for partial performances, venue, time changes, or oversold events. No refunds will be issued in these instances, except as authorized by the HelloJo Partner. HelloJo recommends that you contact the HelloJo Partner hosting or promoting the event to address any event-related concerns.

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8 THIRD PARTY RESOURCES

Applications, software, and websites of one or more third parties may be accessible through the HelloJo Platform and/or in connection with your Account (“Third Party Resources”). Your use of Third Party Resources is subject to the terms and conditions of use and/or privacy policies established by such third parties, and HelloJo shall have no liability or responsibility for the privacy practices or other actions of any Third Party Resources. You are solely responsible for any and all material that you post, re-post, share in connection with any Third Party Resources or otherwise engage with such Third Party Resources. Some third parties may impose fees for access to Third Party Resources, and you are responsible for all such fees. You hereby agree to indemnify HelloJo and its affiliates, subsidiaries, officers, directors, employees, agents, contractors, partners and licensors against all claims, injuries and/or damages, including, without limitation, attorneys’ fees that arise from or are related to your use of any Third Party Resources.

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9 ACCESS TO AND USE OF YOUR ACCOUNT

HelloJo reserves the right to take steps HelloJo believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms of Use. You acknowledge and agree that HelloJo may, without liability to you, access, use, preserve and/or disclose your Account information and content to law enforcement authorities, government officials, and/or a third party, as HelloJo believes is reasonably necessary or appropriate, if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms of Use, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of HelloJo, its users, a third party, or the public as required or permitted by law.

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10 OUR PRIVACY POLICY

By using the HelloJo Platform or HelloJo Services, you are agreeing to the terms of HelloJo's Privacy Policy and the collection, use and sharing of information, including without limitation your personal information, described therein.

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11 MOBILE APPLICATION USE

HelloJo grants you the right to use the mobile application only for your personal use. You must comply with all applicable laws and third party terms of agreement when using the mobile application (e.g. your wireless data service agreement). The mobile application may or may not contain the same functionality available on the applicable HelloJo website.

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12 LIMITATIONS ON USE

You agree that you will NOT:

Using a VPN or other location spoofing technology to obtain points without being physically located at or within the relevant HelloJo Partner venue or location;

email, transmit, store or otherwise make available any content on the HelloJo Platform that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;

pretend to be anyone, or any entity, you are not — you may not impersonate or misrepresent yourself as another person (including celebrities), entity, another HelloJo Platform user, a HelloJo employee, or a civic or government leader, or otherwise misrepresent your affiliation with a person or entity;

upload, post, email, transmit, store or otherwise make available any material that contains viruses or any other computer code, files or programs designed to harm, interfere or limit the normal operation of the HelloJo Platform (or any part thereof), or any other computer software or hardware;

interfere with or disrupt the HelloJo Platform or Services (including accessing the HelloJo Platform through any automated means, like scripts or web crawlers), or any servers or networks connected to the HelloJo Platform, or any policies, requirements or regulations of networks connected to the HelloJo Platform (including any unauthorized access to, use or monitoring of data or traffic thereon);

plan or engage in any illegal activity on or related to the HelloJo Platform or Services; and/or

gather and store personal information of any other users of the HelloJo Platform to be used in connection with any of the foregoing prohibited activities.

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13 TERMINATION OF YOUR ACCOUNT

Your rights under these Terms of Use will automatically terminate without notice if you fail to comply with its terms. HelloJo may at any time, under any circumstances and without prior notice, immediately terminate or suspend all or a portion of your Account and/or access to the HelloJo Platform. Cause for such termination includes, but is not limited to: (a) violations of these Terms of Use or any other policies or guidelines that are referenced herein and/or posted on the HelloJo Platform; (b) a request by you to close your Account; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the HelloJo Platform to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by HelloJo in its sole discretion and HelloJo will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the HelloJo Platform.

Upon termination of your Account, you will lose all access to the HelloJo Platform and any portions thereof, including, but not limited to, your Account, your points, your collected but unredeemed rewards or promotions, and any progress toward a reward or promotion you have accumulated. In addition, after a period of time, HelloJo will delete information and data stored in or as a part of your Account provided we may retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your information as soon as is reasonably practical. You understand and acknowledge that there might be latency in deleting information from our servers and back-up versions might exist after deletion. Any individual components of the HelloJo Platform that you may have used subject to separate software or other license agreements will also be terminated in accordance with those agreements.

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14 THE HELLOJO PLATFORM IS PROVIDED "AS-IS"; INTERNET CONNECTIVITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE HELLOJO PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT FROM TIME TO TIME HELLOJO MAY REMOVE OR DISABLE THE HELLOJO PLATFORM FOR INDEFINITE PERIODS OF TIME, OR TERMINATE ACCESS TO THE HELLOJO PLATFORM IN ACCORDANCE WITH THESE TERMS OF USE. HELLOJO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, HELLOJO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS DO NOT GUARANTEE, REPRESENT OR WARRANT THAT (I) THE HELLOJO PLATFORM WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE HELLOJO PLATFORM WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE HELLOJO PLATFORM WILL BE ACCURATE OR RELIABLE; (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE HELLOJO PLATFORM WILL BE CORRECTED; OR (V) THE HELLOJO PLATFORM WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE HELLOJO PLATFORM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE HELLOJO PLATFORM IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE HELLOJO PLATFORM COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

To access the HelloJo Services, Devices must be connected to the internet or have cell phone service, as applicable. Failure to maintain the specified connection requirements may result in your inability to access the HelloJo Service. If you fail to maintain a connection, the quality and availability of the HelloJo Services will be affected. You are responsible for all costs and any other charges or expenses charged by your internet or phone service provider.

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15 LIMITATION OF LIABILITY

15.1 Use of the HelloJo Platform or Services.

EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS OF USE, NEITHER HELLOJO NOR ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, TORT OR CONTRACT) HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR THE FOLLOWING LOSSES, DAMAGES, OR COSTS:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURIES, OR DEATH) THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH YOUR RELIANCE ON OR USE OF THE HELLOJO PLATFORM OR SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY MISTAKES, OMISSIONS, INTERRUPTIONS, COMPUTER OR OTHER HARDWARE OR SOFTWARE BREACH, FAILURES OR MALFUNCTIONS, DELETION OR CORRUPTION OF FILES, WORK STOPPAGE, ERRORS, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, OR FAILURE OF PERFORMANCE OF THE HELLOJO PLATFORM, OR ANY OTHER MISTAKES, OMISSIONS, LOSS OF EMAIL OR OTHER INFORMATION OR DATA); OR COLLECTION OF ANY REWARD OR PROMOTION (INCLUDING ATTENDING A VENUE TO ACCUMULATE POINTS OR REWARDS), USE OF THE MERCHANDISE, OR REDEMPTION OF THE REWARD OR PROMOTION; OR

(B) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES, LEGAL FEES, OR OTHER COSTS THAT RESULT DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT, OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE HELLOJO PLATFORM OR COLLECTION OF ANY REWARD OR PROMOTION (INCLUDING ATTENDING A VENUE TO ACCUMULATE POINTS OR REWARDS), USE OF THE MERCHANDISE, OR REDEMPTION OF THE SERVICES, BY YOU OR ANY OTHER PERSON OR ENTITY INFRINGES UPON THE CONTRACTUAL RIGHTS, PRIVACY, CONFIDENTIALITY, COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

NEITHER HELLOJO NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS, OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO YOUR DEVICE(S). THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY.

15.2 Attending an Event.

YOU VOLUNTARILY ASSUME ALL RISKS AND DANGER INCIDENTAL TO ANY EVENT WHILE YOU ARE GOING TO THE EVENT, ATTENDING THE EVENT, AND LEAVING FROM THE EVENT, AND YOU EXPRESSLY WAIVE ANY AND ALL CLAIMS RELATING TO PERSONAL INJURY OR DEATH AGAINST HELOJO AND ALL OF OUR RESPECTIVE AFFILIATED ENTITIES, PARTNERS, AGENTS, OFFICERS, DIRECTORS, OWNERS AND EMPLOYEES ON BEHALF OF YOURSELF AND ANY ACCOMPANYING MINOR.

15.3 Restrictions on Limitation of Liability.

Certain of the above limitations may not apply if your state does not allow the exclusion or limitation of implied warranties or does not allow the limitation or exclusion of incidental or consequential damages. In those states, the liability of HelloJo and its employees, affiliates, Partners, suppliers, agents, and contractors is limited to the maximum extent permitted by law. All limitations and disclaimers stated in these Terms of Use also apply to HelloJo’s third party contractors, as third party beneficiaries of these Terms of Use. All representations, indemnifications, and limitations of liability contained herein shall survive the termination of these Terms of Use; any other obligations of the parties hereunder shall also survive, if they relate to the period before termination or if, by their terms, they would be expected to survive such termination.

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16 INDEMNITY

You agree that you shall be responsible for and shall defend, indemnify, and hold harmless HelloJo and its employees, affiliates, suppliers, agents and contractors and shall reimburse us for any damages, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by us in connection with any claims, suits, judgments, and causes of action arising out of (a) any violation of applicable laws or regulations by you (or any parties who use your Account, with or without your permission, to access the HelloJo Platform); (b) your use of the HelloJo Platform, including, without limitation, any data, information that you post or upload to the HelloJo Platform; (c) violation or infringement of contractual rights, privacy, confidentiality, copyright, patent, trademark, trade secret, or other intellectual property and proprietary rights arising from your use of the HelloJo Platform or your use of the rewards or promotions (including attending a venue to accumulate points or rewards), your use of the Merchandise, or your redemption of the Services; (d) your breach of any provision of these Terms of Use; and (e) any liabilities, injuries, death, loss and/or damages of any kind arising from your attendance at an event related to the collection or redemption of any reward or promotion.

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17 ELECTRONIC COMMUNICATIONS

You agree that we may make communications available to you by posting them on the HelloJo Platform or sending an email to the email address you provide to us that is associated with your Account, or both and that such communications, as well as notices, disclosures, agreements and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us.

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18 DISPUTE RESOLUTION; MANDATORY BINDING ARBITRATION; CLASS ACTION WAIVER

YOU AND HELLOJO AGREE TO ARBITRATE — RATHER THAN LITIGATE IN COURT — any and all claims, disputes, or controversies between you and HelloJo, including any parents, subsidiaries, affiliates, officers, directors, employees, or agents of HelloJo, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort) or other legal or equitable theory (“Dispute”) that arise out of or in any way relate to these Terms of Use, any of the services provided under these Terms of Use or any other services or products that HelloJo provides to you in connection with these Terms of Use (including but not limited to amounts that HelloJo charges you for services or products provided, any alleged breach related to the collection, retention or disclosure of your personal information, and any alleged violation of HelloJo’s Privacy Policy). You and HelloJo also agree to arbitrate any and all Disputes that arise out of or relate in any way to any services or products provided to you by HelloJo or any of its affiliated entities under any other agreement. Notwithstanding this agreement to arbitrate, you and HelloJo may bring appropriate Disputes against each other in small claims court, if the Dispute falls within the small claims court's jurisdiction.

18.1 Class Action Waiver.

You and HelloJo agree that all Disputes between you and HelloJo will be arbitrated individually, and that there will be no class, representative, or consolidated actions in arbitration. If you or HelloJo brings a claim in small claims court, the class action waiver will apply, and neither of us can bring a claim on a class or representative basis. Furthermore, neither you nor HelloJo may participate in a class or representative action as a class member if the class action asserts Disputes that would fall within the scope of this arbitration agreement if they were directly asserted by you or HelloJo. We both agree that this class action waiver is an essential part of our arbitration agreement and that if this class action waiver is found to be unenforceable by any court or arbitrator then the entire arbitration agreement set forth in this Section 18 will not apply to any Dispute between you and HelloJo, except for the provisions of Section 18.6 waiving the right to jury trial. This class action waiver may not be severed from our arbitration agreement.

18.2 Arbitrator Authority.

The arbitration between you and HelloJo will be binding. In arbitration, there is no judge and no jury. Instead, our disputes will be resolved by an arbitrator, whose authority is governed by these Terms of Use. You and HelloJo agree that an arbitrator may only award such relief as a court of competent jurisdiction could award, limited to the same extent as a court would limit relief pursuant to these Terms of Use. An arbitrator may award attorneys' fees and costs if a court would be authorized to do so, and may issue injunctive or declaratory relief if that relief is required or authorized by the Applicable Law, but that injunctive or declaratory relief may not extend beyond you and your dealings with HelloJo . Review of arbitration decisions in the courts is very limited.

18.3 Informal Dispute Resolution.

You and HelloJo agree that you will try to resolve disputes informally before resorting to arbitration. If you have a dispute, first send a written description of your claim to HelloJo at info@hellojo.app so that HelloJo can attempt to resolve it with you. If HelloJo does not satisfactorily resolve your claim within 30 calendar days of receiving written notice of your claim, then you may pursue the claim in arbitration. Neither you nor HelloJo may initiate arbitration without first following the informal dispute resolution procedure provided in this paragraph and thereafter, if the dispute is still not resolved, the party who desires to initiate arbitration must provide the other written notice of the intent to file for arbitration. If you are sending a written notice of your intent to file for arbitration to HelloJo , please send such notice via email to info@hellojo.app. If HelloJo is sending you a written notice of our intent to file for arbitration, we will send it to the last known address of record we have on file for you, or the email address associated with your Account.

18.4 Arbitration Procedures.

You and HelloJo agree that this Agreement and the services HelloJo provides to you affects interstate commerce and that the Federal Arbitration Act and not state arbitration laws applies for all Disputes. All arbitrations shall be conducted by the American Arbitration Association ("AAA"), by an attorney that has been practicing law for 10 or more years and is located within 30 miles of the City of Atlanta, Georgia. The AAA's rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the claim asserted in arbitration is for less than $75,000, the AAA's Consumer Arbitration Rules will apply. If the claim asserted is for $75,000 or more, the Commercial Arbitration Rules will apply. If there is a conflict between the AAA's rules and this dispute resolution agreement, this dispute resolution agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your claims to HelloJo at info@hellojo.app. You must also comply with the AAA's rules regarding initiation of arbitration. The arbitration will be held in the metro Atlanta, Georgia area. Each party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator may, in his or her discretion, award costs and fees to the prevailing party. Arbitration shall be final and binding upon the parties. Judgment upon the award may be entered in any court having jurisdiction over the award or over the applicable party or its assets.

18.5 Jury Trial Waiver.

If for any reason this arbitration agreement is found to be unenforceable, you and HelloJo expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that a Judge rather than a Jury will decide disputes between you and HelloJo if, for any reason, the arbitration agreement is not enforced.‍

18.6 Survival.

This dispute resolution provision survives the termination of your Services with HelloJo. If you bring a claim against HelloJo after termination of your Account that is based in whole or in part on events or omissions that occurred while you were a HelloJo customer, this dispute resolution provision shall apply.

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19 MISCELLANEOUS

Any and all rights not expressly granted to you in these Terms of Use are hereby reserved by HelloJo.

These Terms of Use and their performance shall be governed by the laws of the State of Georgia without regard to its conflicts of law principles. All disputes under this Agreement shall be resolved by the State or Superior Courts of Cobb County in the State of Georgia or in the United States District Court for the Northern District of Georgia, and each party consents to the exclusive jurisdiction of such courts and hereby waives any jurisdictional or venue defenses otherwise available to it.

In no event shall HelloJo be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, pandemics, epidemics, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the HelloJo shall use reasonable efforts which are consistent with accepted practices in its industry to resume performance as soon as practicable under the circumstances.

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder. HelloJo may at any time amend and modify these Terms of Use and your continued use of the Services will be conditioned upon the terms and conditions in force at the time of your use. You may not modify these Terms of Use.

These terms and conditions shall be deemed severable. If any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Any Sections that by their nature should survive the termination of your Account or expiration of these Terms of Use, or which would reasonably be expected to be performed after the termination of your Account or expiration of these Terms of Use, shall survive and be enforceable after termination of your Account or expiration of these Terms of Use, including any licenses granted to HelloJo hereunder which shall survive in accordance with its terms, and the provisions relating to ownership, indemnification, limitations of liability and governing law.

HelloJo does not waive any provision or right HelloJo fails to insist upon or enforce strict performance of any provision of these Terms of Use.

Unless otherwise agreed to by you and HelloJo in writing, these Terms of Use and any other documents incorporated by reference (including hyperlinks) constitute the entire agreement and understanding between you and us with respect to the subject matter of these Terms of Use, and supersede any prior understandings or agreements (whether oral or written) regarding the subject matter.

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20 QUESTIONS

If you have any questions, comments or complaints regarding these Terms of Use or the HelloJo Platform, please contact us as follows:
By e-mail:info@hellojo.app

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