HelloMetro Inc. Terms of Service
Welcome to HelloMetro Inc.!
1. Your relationship with HelloMetro Inc.
1.1 Your use of HelloMetro Inc.’s products, software, services
and web sites (referred to collectively as the “Services” in this
document and excluding any services provided to you by HelloMetro
Inc. under a separate written agreement) is subject to the terms of
a legal agreement between you and HelloMetro Inc.. “HelloMetro Inc.”
means HelloMetro Inc. Inc., whose principal place of business is at
131 E. Court Ave. Suite 300, Jeffersonville, IN 47130, United
States. This document explains how the agreement is made up, and
sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with HelloMetro Inc.,
your agreement with HelloMetro Inc. will always include, at a
minimum, the terms and conditions set out in this document. These
are referred to below as the “Universal Terms”.
1.3 Your agreement with HelloMetro Inc. will also include the
terms of any Legal Notices applicable to the Services, in addition
to the Universal Terms. All of these are referred to below as the
“Additional Terms”. Where Additional Terms apply to a Service, these
will be accessible for you to read either within, or through your
use of, that Service.
1.4 The Universal Terms, together with the Additional Terms,
form a legally binding agreement between you and HelloMetro Inc. in
relation to your use of the Services. It is important that you take
the time to read them carefully. Collectively, this legal agreement
is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional
Terms say and what the Universal Terms say, then the Additional
Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the
Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this
option is made available to you by HelloMetro Inc. in the user
interface for any Service; or
(B) by actually using the Services. In this case, you
understand and agree that HelloMetro Inc. will treat your use of the
Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if
(a) you are not of legal age to form a binding contract with
HelloMetro Inc., or (b) you are a person barred from receiving the
Services under the laws of the United States or other countries
including the country in which you are resident or from which you
use the Services.
2.4 Before you continue, you should print off or save a local
copy of the Universal Terms for your records.
4. Provision of the Services by HelloMetro Inc.
4.2 HelloMetro Inc. is constantly innovating in order to provide
the best possible experience for its users. You acknowledge and
agree that the form and nature of the Services which HelloMetro Inc.
provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and
agree that HelloMetro Inc. may stop (permanently or temporarily)
providing the Services (or any features within the Services) to you
or to users generally at HelloMetro Inc.’s sole discretion, without
prior notice to you. You may stop using the Services at any time.
You do not need to specifically inform HelloMetro Inc. when you stop
using the Services.
4.4 You acknowledge and agree that if HelloMetro Inc. disables
access to your account, you may be prevented from accessing the
Services, your account details or any files or other content which
is contained in your account.
4.5 You acknowledge and agree that while HelloMetro Inc. may not
currently have set a fixed upper limit on the number of
transmissions you may send or receive through the Services or on the
amount of storage space used for the provision of any Service, such
fixed upper limits may be set by HelloMetro Inc. at any time, at
HelloMetro Inc.’s discretion.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to
provide information about yourself (such as identification or
contact details) as part of the registration process for the
Service, or as part of your continued use of the Services. You agree
that any registration information you give to HelloMetro Inc. will
always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are
permitted by (a) the Terms and (b) any applicable law, regulation or
generally accepted practices or guidelines in the relevant
jurisdictions (including any laws regarding the export of data or
software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the
Services by any means other than through the interface that is
provided by HelloMetro Inc., unless you have been specifically
allowed to do so in a separate agreement with HelloMetro Inc.. You
specifically agree not to access (or attempt to access) any of the
Services through any automated means (including use of scripts or
web crawlers) and shall ensure that you comply with the instructions
set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that
interferes with or disrupts the Services (or the servers and
networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a
separate agreement with HelloMetro Inc., you agree that you will not
reproduce, duplicate, copy, sell, trade or resell the Services for
any purpose.
5.6 You agree that you are solely responsible for (and that
HelloMetro Inc. has no responsibility to you or to any third party
for) any breach of your obligations under the Terms and for the
consequences (including any loss or damage which HelloMetro Inc. may
suffer) of any such breach.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for
maintaining the confidentiality of passwords associated with any
account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible
to HelloMetro Inc. for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password
or of your account, you agree to notify HelloMetro Inc. immediately.
7. Privacy and your personal information
7.1 For information about HelloMetro Inc.’s data protection
practices, please read HelloMetro Inc.’s privacy policy at
http://www.HelloMetro.com/privacy.cfm. This policy
explains how HelloMetro Inc. treats your personal information, and
protects your privacy, when you use the Services.
7.2 You agree to the use of your data in accordance with
HelloMetro Inc.’s privacy policies.
8. Content in the Services
8.1 You understand that all information (such as data files,
written text, computer software, music, audio files or other sounds,
photographs, videos or other images) which you may have access to as
part of, or through your use of, the Services are the sole
responsibility of the person from which such content originated. All
such information is referred to below as the “Content”.
8.2 You should be aware that Content presented to you as part of
the Services, including but not limited to advertisements in the
Services and sponsored Content within the Services may be protected
by intellectual property rights which are owned by the sponsors or
advertisers who provide that Content to HelloMetro Inc. (or by other
persons or companies on their behalf). You may not modify, rent,
lease, loan, sell, distribute or create derivative works based on
this Content (either in whole or in part) unless you have been
specifically told that you may do so by HelloMetro Inc. or by the
owners of that Content, in a separate agreement.
8.3 HelloMetro Inc. reserves the right (but shall have no
obligation) to pre-screen, review, flag, filter, modify, refuse or
remove any or all Content from any Service. For some of the
Services, HelloMetro Inc. may provide tools to filter out explicit
sexual content. In addition, there are commercially available
services and software to limit access to material that you may find
objectionable.
8.4 You understand that by using the Services you may be exposed
to Content that you may find offensive, indecent or objectionable
and that, in this respect, you use the Services at your own risk.
8.5 You agree that you are solely responsible for (and that
HelloMetro Inc. has no responsibility to you or to any third party
for) any Content that you create, transmit or display while using
the Services and for the consequences of your actions (including any
loss or damage which HelloMetro Inc. may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that HelloMetro Inc. (or
HelloMetro Inc.’s licensors) own all legal right, title and interest
in and to the Services, including any intellectual property rights
which subsist in the Services (whether those rights happen to be
registered or not, and wherever in the world those rights may
exist). You further acknowledge that the Services may contain
information which is designated confidential by HelloMetro Inc. and
that you shall not disclose such information without HelloMetro
Inc.’s prior written consent.
9.2 Unless you have agreed otherwise in writing with HelloMetro
Inc., nothing in the Terms gives you a right to use any of
HelloMetro Inc.’s trade names, trade marks, service marks, logos,
domain names, and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these
brand features in a separate written agreement with HelloMetro Inc.,
then you agree that your use of such features shall be in compliance
with that agreement, any applicable provisions of the Terms, and
HelloMetro Inc.'s brand feature use guidelines as updated from time
to time.
9.4 Other than the limited license set forth in Section 11,
HelloMetro Inc. acknowledges and agrees that it obtains no right,
title or interest from you (or your licensors) under these Terms in
or to any Content that you submit, post, transmit or display on, or
through, the Services, including any intellectual property rights
which subsist in that Content (whether those rights happen to be
registered or not, and wherever in the world those rights may
exist). Unless you have agreed otherwise in writing with HelloMetro
Inc., you agree that you are responsible for protecting and
enforcing those rights and that HelloMetro Inc. has no obligation to
do so on your behalf.
9.5 You agree that you shall not remove, obscure, or alter any
proprietary rights notices (including copyright and trade mark
notices) which may be affixed to or contained within the Services.
9.6 Unless you have been expressly authorized to do so in
writing by HelloMetro Inc., you agree that in using the Services,
you will not use any trade mark, service mark, trade name, logo of
any company or organization in a way that is likely or intended to
cause confusion about the owner or authorized user of such marks,
names or logos.
10. License from HelloMetro Inc.
10.1 HelloMetro Inc. gives you a personal, worldwide,
royalty-free, non-assignable and non-exclusive licence to use the
software provided to you by HelloMetro Inc. as part of the Services
as provided to you by HelloMetro Inc. (referred to as the “Software”
below). This licence is for the sole purpose of enabling you to use
and enjoy the benefit of the Services as provided by HelloMetro
Inc., in the manner permitted by the Terms.
10.2 You may not (and you may not permit anyone else to) copy,
modify, create a derivative work of, reverse engineer, decompile or
otherwise attempt to extract the source code of the Software or any
part thereof, unless this is expressly permitted or required by law,
or unless you have been specifically told that you may do so by
HelloMetro Inc., in writing.
10.3 Unless HelloMetro Inc. has given you specific written
permission to do so, you may not assign (or grant a sub-licence of)
your rights to use the Software, grant a security interest in or
over your rights to use the Software, or otherwise transfer any part
of your rights to use the Software.
11. Content licence from you
11.1 You retain copyright and any other rights you already hold
in Content which you submit, post or display on or through, the
Services. By submitting, posting or displaying the content you give
HelloMetro Inc. a perpetual, irrevocable, worldwide, royalty-free,
and non-exclusive licence to reproduce, adapt, modify, translate,
publish, publicly perform, publicly display and distribute any
Content which you submit, post or display on or through, the
Services. This licence is for the sole purpose of enabling
HelloMetro Inc. to display, distribute and promote the Services and
may be revoked for certain Services as defined in the Additional
Terms of those Services.
11.2 You agree that this licence includes a right for HelloMetro
Inc. to make such Content available to other companies,
organizations or individuals with whom HelloMetro Inc. has
relationships for the provision of syndicated services, and to use
such Content in connection with the provision of those services.
11.3 You understand that HelloMetro Inc., in performing the
required technical steps to provide the Services to our users, may
(a) transmit or distribute your Content over various public networks
and in various media; and (b) make such changes to your Content as
are necessary to conform and adapt that Content to the technical
requirements of connecting networks, devices, services or media. You
agree that this licence shall permit HelloMetro Inc. to take these
actions.
11.4 You confirm and warrant to HelloMetro Inc. that you have
all the rights, power and authority necessary to grant the above
licence.
12. Software updates
12.1 The Software which you use may automatically download and
install updates from time to time from HelloMetro Inc.. These
updates are designed to improve, enhance and further develop the
Services and may take the form of bug fixes, enhanced functions, new
software modules and completely new versions. You agree to receive
such updates (and permit HelloMetro Inc. to deliver these to you) as
part of your use of the Services.
13. Ending your relationship with HelloMetro Inc.
13.1 The Terms will continue to apply until terminated by either
you or HelloMetro Inc. as set out below.
13.2 If you want to terminate your legal agreement with
HelloMetro Inc., you may do so by (a) notifying HelloMetro Inc. at
any time and (b) closing your accounts for all of the Services which
you use, where HelloMetro Inc. has made this option available to
you. Your notice should be sent, in writing, to HelloMetro Inc.’s
address which is set out at the beginning of these Terms.
13.3 HelloMetro Inc. may at any time, terminate its legal
agreement with you if:
(A) you have breached any provision of the Terms (or have
acted in manner which clearly shows that you do not intend to, or
are unable to comply with the provisions of the Terms); or
(B) HelloMetro Inc. is required to do so by law (for
example, where the provision of the Services to you is, or becomes,
unlawful); or
(C) the partner with whom HelloMetro Inc. offered the
Services to you has terminated its relationship with HelloMetro Inc.
or ceased to offer the Services to you; or
(D) HelloMetro Inc. is transitioning to no longer providing
the Services to users in the country in which you are resident or
from which you use the service; or
(E) the provision of the Services to you by HelloMetro Inc.
is, in HelloMetro Inc.’s opinion, no longer commercially viable.
13.4 Nothing in this Section shall affect HelloMetro Inc.’s
rights regarding provision of Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights,
obligations and liabilities that you and HelloMetro Inc. have
benefited from, been subject to (or which have accrued over time
whilst the Terms have been in force) or which are expressed to
continue indefinitely, shall be unaffected by this cessation, and
the provisions of paragraph 20.7 shall continue to apply to such
rights, obligations and liabilities indefinitely.
14. EXCLUSION OF WARRANTIES
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL
EXCLUDE OR LIMIT HelloMetro Inc.’S WARRANTY OR LIABILITY FOR LOSSES
WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS
OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF
IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY,
ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL
APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT
PERMITTED BY LAW.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE
SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS
IS" AND “AS AVAILABLE.”
14.3 IN PARTICULAR, HelloMetro Inc., ITS SUBSIDIARIES AND
AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU
THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY,
SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE
OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY
SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT
YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL.
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED
BY YOU FROM HelloMetro Inc. OR THROUGH OR FROM THE SERVICES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
14.6 HelloMetro Inc. FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES
AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU
EXPRESSLY UNDERSTAND AND AGREE THAT HelloMetro Inc., ITS
SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE
TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL
OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED
AND UNDER ANY THEORY OF LIABILITY.. THIS SHALL INCLUDE, BUT NOT BE
LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR
INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS
OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU,
INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS,
ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY
RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR
SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH HelloMetro Inc. MAY MAKE TO THE
SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE
PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO
STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR
TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE HelloMetro Inc. WITH
ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT
DETAILS SECURE AND CONFIDENTIAL;
15.2 THE LIMITATIONS ON HelloMetro Inc.’S LIABILITY TO YOU IN
PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT HelloMetro Inc. HAS
BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY
SUCH LOSSES ARISING.
16. Copyright and trade mark policies
16.1 It is HelloMetro Inc.’s policy to respond to notices of
alleged copyright infringement that comply with applicable
international intellectual property law (including, in the United
States, the Digital Millennium Copyright Act) and to terminating the
accounts of repeat infringers.
17. Advertisements
17.1 Some of the Services are supported by advertising revenue
and may display advertisements and promotions. These advertisements
may be targeted to the content of information stored on the
Services, queries made through the Services or other information.
17.2 The manner, mode and extent of advertising by HelloMetro
Inc. on the Services are subject to change without specific notice
to you.
17.3 In consideration for HelloMetro Inc. granting you access to
and use of the Services, you agree that HelloMetro Inc. may place
such advertising on the Services.
18. Other content
18.1 The Services may include hyperlinks to other web sites or
content or resources. HelloMetro Inc. may have no control over any
web sites or resources which are provided by companies or persons
other than HelloMetro Inc..
18.2 You acknowledge and agree that HelloMetro Inc. is not
responsible for the availability of any such external sites or
resources, and does not endorse any advertising, products or other
materials on or available from such web sites or resources.
18.3 You acknowledge and agree that HelloMetro Inc. is not
liable for any loss or damage which may be incurred by you as a
result of the availability of those external sites or resources, or
as a result of any reliance placed by you on the completeness,
accuracy or existence of any advertising, products or other
materials on, or available from, such web sites or resources.
19. Changes to the Terms
19.1 HelloMetro Inc. may make changes to the Universal Terms or
Additional Terms from time to time.
19.2 You understand and agree that if you use the Services after
the date on which the Universal Terms or Additional Terms have
changed, HelloMetro Inc. will treat your use as acceptance of the
updated Universal Terms or Additional Terms.
20. General legal terms
20.1 Sometimes when you use the Services, you may (as a result
of, or through your use of the Services) use a service or download a
piece of software, or purchase goods, which are provided by another
person or company. Your use of these other services, software or
goods may be subject to separate terms between you and the company
or person concerned. If so, the Terms do not affect your legal
relationship with these other companies or individuals.
20.2 The Terms constitute the whole legal agreement between you
and HelloMetro Inc. and govern your use of the Services (but
excluding any services which HelloMetro Inc. may provide to you
under a separate written agreement), and completely replace any
prior agreements between you and HelloMetro Inc. in relation to the
Services.
20.3 You agree that HelloMetro Inc. may provide you with
notices, including those regarding changes to the Terms, by email,
regular mail, or postings on the Services.
20.4 You agree that if HelloMetro Inc. does not exercise or
enforce any legal right or remedy which is contained in the Terms
(or which HelloMetro Inc. has the benefit of under any applicable
law), this will not be taken to be a formal waiver of HelloMetro
Inc.’s rights and that those rights or remedies will still be
available to HelloMetro Inc..
20.5 If any court of law, having the jurisdiction to decide on
this matter, rules that any provision of these Terms is invalid,
then that provision will be removed from the Terms without affecting
the rest of the Terms. The remaining provisions of the Terms will
continue to be valid and enforceable.
20.6 You acknowledge and agree that each member of the group of
companies of which HelloMetro Inc. is the parent shall be third
party beneficiaries to the Terms and that such other companies shall
be entitled to directly enforce, and rely upon, any provision of the
Terms which confers a benefit on (or rights in favor of) them. Other
than this, no other person or company shall be third party
beneficiaries to the Terms.
20.7 The Terms, and your relationship with HelloMetro Inc. under
the Terms, shall be governed by the laws of the State of California
without regard to its conflict of laws provisions. You and
HelloMetro Inc. agree to submit to the exclusive jurisdiction of the
courts located within the county of Santa Clara, California to
resolve any legal matter arising from the Terms. Notwithstanding
this, you agree that HelloMetro Inc. shall still be allowed to apply
for injunctive remedies (or an equivalent type of urgent legal
relief) in any jurisdiction.
