Terms & Conditions

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.

Common Sense Summary

  • Be 18 year of age or over
  • Use the site at your own risk
  • Understand that all content here is created by users, and not under the control of Heard itself
  • Don't upload hateful, pornographic, or illegal material, including stuff you don't own
  • Understand that anything you upload could be used by us for whatever use we see fit
  • Understand that this is a beta product, and anything you create here, including your entire account and even the site itself, could be deleted without notice at any time
  • If you have issues with anything on the site, please contact admin@goheard.com and we will get to it as soon as possible

1. YOUR ACCEPTANCE OF TERMS:

A. eweware, inc ("Company"): (i) offers users the opportunity to participate in community media applications, including, without limitation, contests participation, game participation, submitting (e.g., "uploading") content wholly-owned and/or controlled by such users (the "User Materials," as further defined below in Section 5) to the goheard.com website or any successor(s) thereto and/or assigns thereof (the "Company Site(s)") (collectively, the "Services").

B. These Terms of Service (this "Agreement") set forth certain terms and conditions of the legal contract between you ("User") and Company with respect to User's use of the Services, whether as a registered member ("Member") or unregistered visitor.

C. This Agreement applies to your use of the Company Site(s), and do not alter in any way the terms or conditions of any other agreement you may have with Company, its subsidiaries or affiliates. If you are using the Company Site(s) on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf and that such entity agrees to indemnify Company for violations of this Agreement.

D. If you do not agree with any of this Agreement please do not use the Company Site(s), because by using the Company Site(s) you will be deemed to have irrevocably agreed to this Agreement.

E. Please note that this Agreement may be revised and reissued without notice at any time by updating this posting. You should visit this page regularly to review the current Agreement, since your continued use of the Company Site(s) will be deemed as irrevocable acceptance of any revisions.

F. This Agreement was last updated on 9/9/2013.

2. TERM/ACCOUNT/FEES:

A. In consideration of your use of the Company Site(s), you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Company Site(s) ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify Company immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Company.

B. Company and its affiliates reserve the right to refuse service, terminate accounts, and remove or edit content, in their sole discretion. This Agreement shall remain in full force and effect while User uses the Company Site(s), the Services, and/or is a Member. User may terminate his/her membership at any time, for any reason by following the instructions on the member account page. Company may terminate your membership at any time, for any reason, with or without cause, effective immediately, and without notice.

C. User's member profile may not include the following items: telephone numbers, street addresses, last names, and any photographs depicting violence or offensive subject matter. Information provided by other Company Members (for instance, in their Profile) may contain inaccurate, inappropriate or offensive material, products or services and Company assumes no responsibility or liability for this material.

D. User will select a username and password when completing the registration process. User is solely and fully responsible for maintaining the confidentiality of his/her username and password, and will be solely and fully responsible for all activities that occur under using that username and password to access the Company Site(s). User agrees to: (a) immediately notify Company of any unauthorized use of User's username and password or any other breach of security and (b) log off from account at the end of each session. Company cannot and will not be liable for any loss or damage arising from User's failure to comply with this Section 2. In the event the user forgets his account name or password, the company makes no representations that the account will be able to be recovered.

E. Electronic Signatures and Contracts. Your use of the Company Site(s) includes the ability to enter into agreements and/or to make purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

F. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

3. ELIGIBILITY:

Membership and/or use of the Services is void where prohibited. By using the Company Services, User represents and warrants that all Registration Data submitted is truthful and accurate and Users agrees to maintain the accuracy of such information. User further represents and warrants that User is 18 years of age or older and that User's use of the Services shall not violate any applicable law or regulation. Users profile may be deleted without warning, if it is found that User is misrepresenting his/her age or any other Registration Data. Membership is solely for personal use, and User shall not authorize others to use his/her account, including profile or email address. User is solely responsible for all content (including, without limitation, User Materials) published or displayed through User's account or otherwise on the Company Site(s), including any email messages, and for User's interactions with other members. Use is specifically forbidden for corporations, industry groups, or any other non-human entity. Those interested in representing such an entity on the site should contact admin@goeard.com for details of non-personal use.

4. ELECTRONIC COMMUNICATIONS:

When User visits the Company Site(s) or sends e-mails to Company or its affiliated sites, User is communicating with Company electronically. User consents to receive communications from Company electronically. Company will communicate with User by e-mail or by posting notices on Company Site(s). User agrees that all agreements, notices, disclosures, and other communications that Company provides to User electronically satisfy any legal requirement that such communications be in writing.

5. USER CONDUCT:

A. Company grants you a limited license to access and make personal use of the Company Site(s) and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Company.

B. User agrees to act responsibly in a manner demonstrating the exercise of good judgment. For example and without limitation, User agrees not to: (a) violate any applicable law or regulation, (b) submit any materials prohibited under this Agreement, (c) infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity and/or contractual rights, (d) use the content and information available through Company's Services for any unauthorized purpose, (e) interfere with or damage Company's Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology, (f) use Company's Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others, personal contact information or account numbers, or any defamatory materials of any kind, except where User has obtained express permission from such other person or entity in connection with any of the foregoing, (g) use Company's Services in connection with the distribution of unsolicited commercial e-mail ("Spam") or advertisements, (h) "stalk" or harass any other user of Company's Services, (i) collect or store any information about any other user other than in the course of the permitted use of Company's Services, (j) use Company's Services for any commercial purpose whatsoever (including, without limitation, to advertise, market, promote, sell or otherwise exploit any product or service), (k) sell or otherwise transfer any User information (e.g., user profiles) or other User's User Materials); (l) post pornographic/obscene/etc. material; (m) assist any third party in doing any of the foregoing; (n) downloading, copying, or re-transmitting any or all of the Company Site(s) or content without, or in violation of, a written license or agreement with Company; (o) manipulating or otherwise displaying the Company Site(s) or content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Company product or service if you are not expressly authorized by such party to do so.

C. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company and our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing the Heard or eweware name or trademarks without the express written consent of Company. Any unauthorized use terminates the permission or license granted by Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of goheard.com so long as the link does not portray Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Company logo or other proprietary graphic or trademark as part of the link without express written permission. You may use the sharing tools within the web site to create a "deep link" to content on the site.

D. You represent and warrant that you will comply with all applicable laws and regulations, including, without limitation, those relating to the Internet, data, e-mail, privacy, and the transmission of technical data exported from the United States or the country in which you reside.

6. FORUMS & OTHER INTERACTIVE SERVICES OR AREAS:

A. The Company Site(s) consists largely of an interactive area in which you or third parties create, post or store messages, comments or other items on the Site ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. You may use such Interactive Areas provided that you provide accurate, current and complete information about you as may be prompted. By using any Interactive Areas, you agree not to post, upload, transmit, distribute, store, create, or otherwise publish through the Company Site(s) any of the following: i. Any message, content, videos, audio, comments, written work, name(s), trademarks, trade names, likenesses, biographical materials, artwork, liner notes, comment, data, information, text, music, sound, photos, graphics, code, or other material (collectively, "User Material") that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; ii. User Material that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ; iii. User Material that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party. Â By posting any User Material, you represent and warrant that you have the lawful right to transmit, distribute and reproduce such User Material; iv. User Material that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; v. Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations; vi. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; vii. Viruses, corrupted data or other harmful, disruptive or destructive files; and viii. User Material that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Company Site(s), or which adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all capital letters, or flooding continuous posting of repetitive text), or which may expose Company or its users to any harm or liability of any type.

B. Further, you agree not to delete or revise any User Material posted by any third party. Company takes no responsibility and assumes no liability for any User Material posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Company liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As a provider of interactive services, Company is not liable for any statements, representations, or User Material provided by its users in any public forum, personal home page or other Interactive Area. Although Company has no obligation to screen, edit, or monitor any of the User Material posted in any Interactive Area, Company reserves the right, and has absolute discretion, to remove, screen or edit any User Material posted or stored on the Company Site(s) at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Material you post or store on the Company Site(s) at your sole cost and expense. Any use of the Interactive Areas or other portions of the Company Site(s) in violation of the foregoing violates this Agreement and may result in, among other things, termination, or suspension of your rights to use the Interactive Areas and/or the Company Site(s). You acknowledge and agree that Company may access, use, or disclose any information about you or your use of the Company Site(s), including without limitation any User Material to comply with the law or any legal process; protect and defend the rights or property of Company; or to protect the safety of our company, employees, customers or the public.

C. If you post User Material to the Company Site(s), unless we indicate otherwise, you grant Company and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to (i) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Material throughout the world in any media; (ii) to prepare and encode User Materials, or any portion thereof for electronic, digital and/or other transmission, manipulation and exhibition in any format and by any means now known or hereafter devised; (iii) to license and/or sublicense to any third party any of the foregoing rights in the User Materials, or any part or element thereof, subject to the terms and conditions of this Agreement. You grant Company and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Material that you post or you otherwise have the right to post such User Material to the Company Site(s); (b) the User Material is accurate and not misleading; and (c) use and posting of the User Material you supply does not violate this Agreement and will not violate any rights of or cause injury to any person or entity. For avoidance of doubt, the rights granted to Company hereunder include the rights to make User Materials available on Company Site(s), third-party websites and electronic devices.

7. PRIVACY:

A. Company's Services is designed to allow users to post content (e.g., photographs and information about themselves) for public review and comment, both in public forums and with private messaging. Accordingly, by submitting User Materials and/or any personal information to the Company Site(s), User thereby waives any and all privacy expectations (including the privacy expectations of any other individual who appears in the User Materials or otherwise) with respect to Company's use of the User Materials. If User chooses not to have his/her content, picture, video, or any other profile information about themselves viewable by a global audience, User should not use Company's Services.

B. Company may collect certain personal information from User that is not displayed on the Company Site(s). Please click here to view Company's Privacy Policy concerning such personal information (the "Privacy Policy").

8. OWNERSHIP:

A. User shall at all times retain all right, title and interest in and to the User Materials provided by User hereunder (including, without limitation, the copyrights therein and thereto), subject to the non-exclusive rights granted to Company under this Agreement. User is free to grant similar rights to others during and after the term of this Agreement. For the avoidance of doubt, when User submits User Materials to the Company Site(s), User acknowledges that third parties may use the User Materials as described herein. User acknowledges and agrees that Company is, and shall at all times remain, the sole and exclusive owner of all right, title and interest (including, without limitation, copyright), in and to the Company Site(s) and Services, and that User's right to use the Company Site(s) and Services, as set forth herein, shall not in any way transfer or convey any ownership rights or other proprietary interests therein to User. Unless otherwise indicated, all of the content featured or displayed on the Company Site(s), including, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, logos, button icons, audio clips, digital downloads, music, data compilations and the selection and arrangement thereof is owned and/or controlled by Company, its parent company, affiliates, licensors, or third-party image partners, and protected by U.S. and international copyright laws.

B. All elements of the Company Site(s), including the content, are protected by copyright, trade dress, moral rights, trademark, and other laws relating to the protection of intellectual property.

9. NAME AND LIKENESS:

User hereby grants to Company:

A. a perpetual, worldwide, royalty-free, non-exclusive license to use: (i) User's name(s), photograph and/or likeness(es) and biographical materials; and (ii) any other individual's name, photograph and/or likeness and biographical materials, where such other individual appears in the User Materials, in connection with the distribution, exploitation, promotion, marketing and advertising of the User Materials, as described hereunder, in perpetuity.

B. User also agrees not to assert any privacy, publicity, moral or similar rights held by User (and to the extent any other person(s) whose name(s), photographs and/or likeness(es) and/or performances are embodied in the User Materials, User represents and warrants that it has obtained all necessary consents from such third parties consistent with the full scope of rights granted to Company pursuant to this Agreement, and User agrees that such persons shall not assert of any intellectual property, privacy, publicity, contractual, moral or similar rights, or make any claims that any User Materials are objectionable or otherwise defamatory) under the laws of the United States and any other country in connection with the exploitation of such materials as described hereunder.

10. MATURE CONTENT:

You acknowledge that access to certain content, including User Material and Third Party Content, which may be available through the Company Site(s) may depict violence, or contain images of nudity, sexual acts, or other sexual material ("Mature Content") is permitted only if you are over the minimum age applicable in your jurisdiction (often but not necessarily 18 or 21).

11. PROPRIETARY RIGHTS:

A. User agrees that all content and materials available on the Company Site(s) are protected by rights of publicity, copyright, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Company, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from materials or content available on the Company Site(s), or otherwise use any content, copyrights, trademarks or intellectual property of Company in any way without Company's prior, written consent. User also agrees not to retrieve data or other content or any materials from the Company Site(s) to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of "bots" or otherwise. User agrees not to use any of Company's content, names, or trademarks as metatags on other web sites. User agrees not to display any of the Company Site(s) in a frame (or any of our content via in-line links) without Company's express written permission.

C. Company, and other web site graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Company or its affiliates in the U.S. and/or other countries. Company's trademarks and trade dress may not be used in connection with any product or service that is not Company's, in any manner that is likely to cause confusion among customers or in any manner that disparages, or discredits Company. All other trademarks not owned by Company or its affiliates that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company or its affiliates.

12. NO ENDORSEMENTS:

Company does not represent or warrant the truthfulness, accuracy, or reliability of any User Material and/or any other content posted on or through the web site, nor does Company endorse any opinions expressed by participants in forums or users of the Company Site(s). Visitors, Users, and participants alike acknowledge that any reliance on User Material and/or any other content posted will be at their own risk. Any content placed on any discussion area are the views of the user posting the statement, and do not represent the views of Company.

13. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT:

A. Company will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted via email to our Copyright Agent as follows:

Subject: Heard Complaints admin@goheard.com
To be effective, the notification must include the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  2. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
  3. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
  4. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  5. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
User acknowledges that if User fails to comply with all of the requirements of this Section 13, User's DMCA notice may not be valid.

B. Counter-Notification to Claimed Copyright Infringement Pursuant to Sections 512(g)(2) and (3) of the DMCA, if a claim of copyright infringement has been asserted against User, User may elect to make a counter-notification with the Copyright Agent identified above. Such counter-notification must contain the following information:

  1. User's physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement by User under penalty of perjury that User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
  4. User's name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the federal district in which User is located (or San Francisco County, State of California, if you reside outside of the U.S.), and that User will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.
If Company receives a valid counter-notification, it may reinstate the removed or disabled material in accordance with Section 512(g)(2) of the DMCA.

C. Liability for Misrepresentation under the DMCA Please note that, under Section 512(f) of the DMCA, any person who knowingly materially misrepresents

  1. that material or activity is infringing, or
  2. that material or activity was removed or disabled by mistake or misidentification,
will be liable for damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of the service provider relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. Accordingly, if User is not sure whether certain material or activity infringes User's or others' copyrights, please consult with a copyright attorney first.

14. REPRESENTATIONS AND WARRANTIES:

User represents and warrants that:

A. User has the full right and power to enter into and perform this Agreement and to grant Company all rights to use the User Materials as contemplated in this Agreement, including, without limitation, the license grants in Sections 5 and 8,

B. User exclusively owns and/or controls all right, title and interest (including, without limitation, copyright) in and to the User Materials, and has secured all necessary third-party consents, rights, licenses and permissions, if any, required in order for User to enter into and perform this Agreement and to grant Company all rights to use the User Materials as contemplated in this Agreement (including, without limitation, consents and permissions from owners of any elements that are used or otherwise incorporated into the User Materials),

C. the User Materials (and Company's use thereof as contemplated under this Agreement) do not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party,

D. all information that User has provided or will provide to Company is true and complete,

E. the User Materials do not and will not violate any law, statute, ordinance or regulation,

F. the User Materials do not and will not: (i) be defamatory, libelous, slanderous, or threatening, (ii) contain sexually explicit content that is pornographic, obscene, harmful to minors, violations of child pornography or child sexual exploitation laws (iii) denigrate any ethnic, racial, sexual or religious group by stereotypical depiction or otherwise, (iv) exploit images or the likeness of any individual other than User (except where User has obtained express permission from such other individual(s) for such exploitation), (v) encourage or otherwise depict glamorized drug use, (vi) make use of offensive language or images, (vii) promote physical harm of any kind against any individual or group or characterize violence as acceptable, glamorous or desirable, (viii) contain any personal contact information of User or any other individual, (ix) promote an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; (x) provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (xi) solicit passwords or personal identifying information for commercial or unlawful purposes from other users; and/or (xii) engage in any commercial activities whatsoever and/or sales without Company's prior written consent.

G. the User Materials do not and will not contain any viruses or other programming routines that may detrimentally interfere with computer systems or data, whether those of Company or any third party.

15. MEMBER DISPUTES:

Users are solely responsible for User's interactions with other Company Members. Company reserves the right, but has no obligation, to monitor disputes between you and other Members.

16. INDEMNITY:

User agrees to defend, indemnify, reimburse and hold Company and its parent, subsidiary and affiliated entities, and its and their members, managers, officers, directors, representatives, employees, agents, successors, designees, licensees, sublicensees, and assigns harmless from and against any and all liability, loss, damages, judgments, costs and expenses (including reasonable attorney's fees, costs and expenses and court costs) arising out of or related to: (i) User's use of the Company Site(s); (ii) Company's use of the User Materials; (iii) any breach or alleged breach of User's representations and warranties and/or any breach, alleged breach or violation of the notices, terms and conditions hereof; and (iv) User's violation or alleged or threatened violation of any laws, rules or regulations, or any rights of a third party, including, without limitation, any trademark, copyright, patent, trade secret, defamation, right of privacy or publicity or moral rights of any third party, arising from the submission and/or use of User Materials as contemplated hereunder.

17. COMPANY'S PERFORMANCE:

A. In order to use the Company Site(s), you must obtain access to the World Wide Web and pay any service fee associated with that access. You will need to provide all equipment necessary to connect to the Company Site(s) on the World Wide Web (including a computer, modem, and/or other access devices).

B. User acknowledges and agrees that the operation of the Company Site(s) may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Company shall not be responsible to User or others for any such interruptions, errors or problems or an outright discontinuance of the Company Services. Company reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Company Site(s) and/or any software, facilities and services on the Company Site(s), with or without notice, and/or to establish general guidelines and limitations on their use. There are no assurances whatsoever that any of the User Materials or any part or element thereof shall actually be utilized on the Company Site(s) or if so utilized continue to be available for any particular time. Company has the right, in Company's sole and absolute discretion, to remove from the Company Site(s) at any time the User Materials or any part thereof and/or to revoke any sublicense granted by Company to any affiliate or unaffiliated third party. Notwithstanding the foregoing, Company does not control the content of the User Materials and does not have any obligation to monitor such content for any purpose. User acknowledges that User is solely responsible for all content submitted to the Company Site(s). The Company Site(s) may be discontinued at any time, with or without reason and without any liability to User or to any third party for any modification or discontinuance of Services.

18. INVESTIGATIONS:

Company reserves the right to investigate suspected violations of this Agreement, including without limitation any violation arising from any User Material. Company may seek to gather information from the user who is suspected of violating this Agreement and from any other user. Company may suspend any users whose conduct or postings are under investigation and may remove such material from its servers, as it deems appropriate and without notice. If Company believes, in its sole discretion, that a violation of this Agreement has occurred, it may edit or modify any submission, posting, or e-mails, remove the material permanently, cancel postings, warn users, or take other corrective action it deems appropriate. Company will fully cooperate with any law enforcement authorities, court order requesting, or directing Company to disclose the identity of anyone posting any e-mails, or publishing or otherwise making available any materials that are believed to violate this Agreement. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.

19. NO WARRANTY:

YOUR USE OF THE COMPANY SITE(S) IS AT YOUR OWN RISK. goheard.com, CONTENT AND ALL THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES AND OTHER CONTENT IN THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE COMPANY SITE(S) WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT COMPANY'S WEB SITES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT, USER MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT IN THE SITE OR ANY SITES LINKED TO goheard.com IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. COMPANY MAKES NO WARRANTIES THAT YOUR USE OF ANY CONTENT, USER MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE COMPANY SITE(S) WILL NOT INFRINGE THE RIGHTS OF OTHERS AND COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT, USER MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT OF COMPANY. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

20. NO LIABILITY FOR THIRD PARTY USE:

COMPANY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY THIRD PARTY USE OF THE USER MATERIALS MADE AVAILABLE ON THE COMPANY SITE(S) BY THE USER PURSUANT TO THE TERMS OF THIS AGREEMENT. USER SHALL BE SOLELY RESPONSIBLE FOR SEEKING RELIEF FOR ANY UNAUTHORIZED USE OF USER MATERIALS BY A THIRD PARTY, AND NOT FROM Company. THIS MEANS, AMONG OTHER THINGS, THAT IF ANOTHER PERSON OBTAINS USER MATERIALS FROM COMPANY (WHETHER OR NOT WITH COMPANY'S PERMISSION), AND USES THOSE MATERIALS IN A WAY NOT AUTHORIZED PURSUANT TO THE LICENSES GRANTED HEREUNDER, USER WILL SEEK REDRESS FROM THE OTHER PERSON AND NOT FROM COMPANY, AND THAT USER WILL NOT HOLD COMPANY RESPONSIBLE OR LIABLE FOR SUCH UNAUTHORIZED USE.

21. EXCLUSION OF DAMAGES:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (INCLUDING NEGLIGENCE) SHALL COPANY, ITS OFFICERS, DIRECTORS, MEMBERS, PARENTS, AFFILIATES, SUBSIDIARIES, LICENSEES, ASSIGNS, SUCCESSORS, AGENTS, REPRESENTATIVES, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, INCIDENTIAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES), WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE COMPANY SITE(S) AND/OR THE SERVICES. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY TO USER UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY EXCEED $200. USER EXPRESSLY WAIVES ANY AND ALL RIGHT TO SEEK OR OBTAIN EQUITABLE OR INJUNCTIVE RELIEF RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES AND/OR THE USER MATERIALS (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY USE OF THE USER MATERIALS BY COMPANY). THE PARTIES ACKNOWLEDGE AND AGREE THAT COMPANY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN USER AND COMPANY, AND FORM THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT LIMITATION, YOU (AND NOT COMPANY) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

22. EXPORT CONTROLS:

A. Software from the Company Site(s) (the "Software") is further subject to United States export controls. No Software may be downloaded from the Company Site(s) or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

B. Company makes no representation that User Material or other content in the Company Site(s) are appropriate or available for use outside the United States, its territories, possessions and protectorates. If you choose to access the Company Site(s) from other locations, you do so on your own initiative and at your own risk. You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.

23. PROPRIETARY ONLINE SERVICES:

Any area of the Company Site(s) that is accessed through any proprietary online service is subject to the rules, policies, and guidelines of such proprietary online service.

24. GOVERNING LAW, JURISDICTION:

THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION'S CONFLICT OF LAWS PRINCIPLES. THE SOLE VENUE AND JURISDICTION FOR DISPUTES ARISING FROM THIS AGREEMENT SHALL BE THE APPROPRIATE STATE OR FEDERAL COURT LOCATED IN THE SAN FRANCISCO COUNTY, CALIFORNIA, AND USER AND COMPANY BOTH IRREVOCABLY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS.

25. ASSIGNMENT:

Company shall have the right to assign this Agreement in whole or in part to any person or business entity. User may not assign User's rights or delegate User's obligations under this Agreement without the prior written consent of Company.

26. NOTICES:

A. All notices, requests and other communications ("Communications") under this Agreement must be in writing and sent to admin@goheard.com.

B. No other form of notice shall be accepted under this Agreement.

27. ENTIRE AGREEMENT:

This Agreement, together with the Privacy Policy, sets forth the entire understanding and agreement of User and Company as to the subject matter hereof and supersedes all prior proposals, discussions or agreements (oral and written) with respect to such subject matter. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Company's failure to act with respect to a breach by you or others does not waive Company's right to act with respect to antecedent, subsequent, or similar breaches.

28. STATUTE OF LIMITATIONS:

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

29. MODIFICATION:

Company reserves the right to change the terms of this Agreement from time to time in its sole discretion. In the event of such changes, Company will post the changes on the Company Site(s) and/or notify User via email. In addition, Company may ask User to review and consent to the changes at the time of User's next account continuing to use the Company Site(s) and Services after such notice and consent, User agrees to be bound by the changes to this Agreement and the new terms of the Agreement shall govern all prior and future submissions of User Materials.