1. Our Products

1.1 Platform

The Platform is a hosted application that allows you to create, test and deploy smart contracts onto the Stacks blockchain.

1.2 APIs

We offer several APIs that provide that provide real-time data about the Stacks and Bitcoin blockchains. Hiro may provide an API key from time to time to developers. When using the API key,you must restrict use to server-side applications. You agree not to expose, share the API key, or use the API key in a client-side application (e.g., frontend or browser-basedapplications). If Hiro assigns you developer credentials (e.g.client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API client's identity when using the APIs.

1.3 API Rates and SLA

You will only access (or attempt to access) an API by the means and at the rate limits described in your relevant plans Hiro API Terms and Pricing Tiers. Hiro will provide the SLAs and support in accordance with the applicable plan.

1.4 Other Products

We may from time to time in the future offer additional products, and such additional products shall be considered a Product as used herein, regardless of whether such product is specifically defined in this Agreement.

1.5 Third Party Services and Content

When you use any of our Products, you may also be using the products, services, links, or content of one or more third parties.  Your use of such third party products, services or content (collectively, “Third Party Links”) may be subject to separate policies, terms of use and fees of these third parties, and you agree to abide by and be responsible for such policies, terms of use and fees, as applicable. Hiro does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and to the fullest extent permitted by law, Hiro shall have no liability to you for Third Party Links.

1.6 Blockchain Protocols

Hiro does not control or operate any version of a blockchain (a “Protocol”) that its products may interface with, including the Stacks or Bitcoin networks. By using the Products, you understand that you are not buying or selling digital assets from us and we have no control over any smart contracts.

2. Modifications of this Agreement or our Products

2.1 Modifications of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will provide notice of such changes by updating the “Last Updated” date at the beginning of this Agreement. All modifications will be effective when they are posted, and your continued accessing or use of any of the Products will serve as confirmation of your acceptance of those modifications. It is your sole responsibility to review the Agreement from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Products. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of our Products.

2.2 Modifications of our Products

We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of the Products; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Products.

2.3 Beta Products

From time to time, Hiro may offer product identified as beta, pilot, developer preview, non-production, evaluation or by a description of similar import (“Beta Products”). You may accept or decline Beta Product. If accepted by you, Beta Products: (a) are provided only for evaluation purposes; (b) may not be relied on for production use; (c) may not be supported; and (d) may be subject to additional terms. Unless otherwise stated, any Beta Products trial period will expire on the date that a version of the Beta Products becomes generally available or is discontinued. Hiro may discontinue Beta Products at any time in its sole discretion and may never make Beta Products generally available.

3. Accounts

To access the Platform, you must register for an account (“Account”). You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Hiro of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this Agreement.

4. Fees

4.1 Fees

From time to time, you may decide to upgrade to Purchased Products. In consideration for the provision oft he Purchased Products to you, you shall pay Hiro the subscription fees applicable to such access and use set forth on the Hiro website or in the applicable order form(s) (“Fees”).You are not entitled to any refund of fees paid or relief from fees due if the volume of the Purchased Products you actually use is less than the volume ordered, and you may not carry over any of the unused volume to the next term.

4.2 Payment

You will provide Hiro or its service providers with valid and updated credit card or ACH information. You authorize Hiro to charge such credit card for all Purchased Products listed in the order form for the initial subscription term and any renewal subscription term(s). Unless otherwise stated, invoiced fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Hiro and notifying Hiro of any changes to such information. Payment obligations for use of the Purchased Products are non-cancelable andFees paid are non-refundable.

4.3 Taxes

All Fees are exclusive of all taxes, levies or duties, and you will be responsible for payment of such taxes, levies or duties resulting from its use of the Purchased Products, excluding only federal and state taxes based solely upon Hiro’s net income. If Hiro has the legal obligation to pay or collect taxes for which you are responsible pursuant to this Section 4.3, unless you provide Hiro with a valid tax exemption certificate authorized by the appropriate taxing authority, Hiro will invoice the amount of such taxes to you, and you shall pay such amount.

4.4 Suspension

If any charge owed by you under this or any other agreement for services is 30 days or more overdue, Hiro may, without limiting its other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Products until such amounts are paid in full, provided that, Hiro will endeavor to give you prior notice before suspending services to you.

5. Intellectual Property Rights

5.1 IP Rights Generally

You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in each of our Products are owned by Hiro or Hiro’s suppliers.
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Except solely with respect to open source software Hiro makes available (“Open Source Software”), we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile any of our Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to any of our Products, including any intellectual property rights.
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The Products may include or incorporate Open Source Software, and your use of such Open Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in such Open Source Software (each an “Open Source License”). Hiro grants you a license to use the Open Source Software to the full extent permitted by the applicable Open Source License.
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By using any of our Products, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you post on or through any of our Products for our current and future business purposes, including to provide, promote, and improve the services.

5.2 DMCA Complaints

Hiro’s explorer sites may aggregate and display publicly available content from a Protocol. We have no control over any content, information or other materials contained within such Protocol.
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Nevertheless, despite our position as an aggregator, Hiro will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement.
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If you are a copyright owner, or are authorized to act on behalf of one, please report alleged copyright infringements taking place on or through the Products by submitting written notice to our Designated Copyright Agent at:
Hiro Systems PBC
Attn: Legal Department
111 Town Square Place
Suite 1203
Jersey City, NJ 07310
Email: legal@hiro.so

Your notice must include:
- Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
- Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Interface of the material claimed to be infringing, so that we may locate the material;
- Your contact information -- including your full legal name and email address;
- A declaration that contains all of the following:
1. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
2. A statement that the information in the notice is accurate;
3. A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
- Your physical or electronic signature.
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If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the removed content, you may submit a written counter-notice to us or our Copyright Agent.
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Upon receipt of the notice as described above, we will take whatever action, in our sole discretion, deemed appropriate, including removal of the challenged material from the Products.

6. Usage; Data Retention

You acknowledge that the retention of your workspace data in the Platform is based on activity. In the event that you have not logged in to the Platform for thirty (30) days, Hiro reserves the right to delete any projects in the workspace.

7. Suspension Rights

If Hiro, acting reasonably in the circumstances then known to Hiro, determines that your use of the Products poses an imminent threat to the security or integrity of the provision of the Products to you or any other Hiro customer (collectively, a “Threat”),then Hiro may suspend your use of the Product until the Threat is resolved and Hiro is able to restore the Products. The parties will endeavor to diligently resolve the issue.

8. Your Responsibilities

8.1 Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Products:
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- Resale. Subject to Section 4.1, activity that seeks to license, sell, rent, lease, transfer, assign, distribute, hosting, or otherwise commercially exploit the Products, whether in whole or in part, or any content displayed on the Products.

- Derivative Works. Subject to Section 4.1, any activity that make derivative works of, disassembles, reverse compiles or reverse engineers any part of the Products.

- Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law, or obscures any copyright, trademark or other proprietary notices or confidentiality legend on the Products.

- Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses, malicious code, and denial of service attacks.

- Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

- Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products.
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- Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.

- API Limitations. Hiro sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make), in our sole discretion. You agree to, and will not attempt to circumvent, the limitations documented with each API.

- Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including, but not limited to, the restrictions and regulatory requirements imposed by U.S. law.

8.2 Non-Custodial and No Fiduciary Duties

The Hiro Platform is purely a non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets or the digital assets displayed at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Products will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your digital asset being compromised.
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This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

8.3 Release of Claims

You expressly agree that you assume all risks in connection with your access and use of any of our Products. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of any of our Products. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE THE BENEFITS AND PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: "[A] GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

9. Confidentiality

9.1 Definition

Each of the parties shall maintain in confidence any non-public, confidential or proprietary information disclosed by or on behalf of the other party, disclosed during the term, whether disclosed orally or disclosed or accessed in written, electronic or any other form or media, whether tangible or intangible, and whether or not marked, designated, or otherwise identified as “confidential” (“ConfidentialInformation”). Hiro’s“Confidential Information” includes, without limitation, the Products (including without limitation the documentation), the terms of this Agreement and any negotiations between you and Hiro regarding use of the Products. For the avoidance of doubt, usage data shall constitute Hiro’s Confidential Information.

9.2 Nondisclosure

The receiving party shall not disclose, use, transmit, inform or make available to any third party any Confidential Information of the disclosing party, and shall not use any Confidential Information of the other party except as necessary in order to perform its obligations or exercise its rights under this Agreement. Each party shall take all actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information of the other party and such other party’s respective rights therein, at all times exercising at least the same degree of care that it uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care.

9.3 Exclusions

The restrictions and obligations in this section shall not apply to any information that is (a) already rightfully known to the receiving party at the time of the disclosure; (b) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (c) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party that rightfully acquired such information; or (d) communicated to a third party with the express written consent of the disclosing party.

9.4 Legally Required Disclosure

A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to applicable law, a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice (to the extent legally permitted) of any such subpoena, order, or the like to the disclosing party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

9.5 Destruction or Return of Confidential Information

Upon expiration of the term, or earlier termination of this Agreement for any reason, the receiving party shall, upon request of the disclosing party, destroy (with written certification of the same), all copies of the disclosing party’s Confidential Information, except as required by applicable laws, rules or regulations.

10. DISCLAIMERS

10.1 ASSUMPTION OF RISK -- GENERALLY

BY ACCESSING AND USING ANY OF OUR PRODUCTS, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS.
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YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, DO NOT OWN OR CONTROL ANY PROTOCOL, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING ANY OF OUR PRODUCTS. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE INTERFACE TO INTERACT WITH A PROTOCOL.

10.2 NO WARRANTIES

EACH OF OUR PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF EACH OF OUR PRODUCTS IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO ANY OF OUR PRODUCTS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN ANY OF OUR PRODUCTS WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT ANY OF OUR PRODUCTS WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT THAT WE MAKE SHOULD BE TREATED AS CREATING ANY WARRANTY CONCERNING ANY OF OUR PRODUCTS. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES CONCERNING ANY OF OUR PRODUCTS.

10.3 NO INVESTMENT ADVICE

WE MAY PROVIDE INFORMATION ABOUT DIGITAL ASSETS IN OUR PRODUCTS SOURCED FROM THIRD-PARTY DATA PARTNERS THROUGH FEATURES SUCH AS. WE MAY ALSO PROVIDE WARNING LABELS FOR CERTAIN TOKENS. THE PROVISION OF INFORMATIONAL MATERIALS DOES NOT MAKE TRADES IN THOSE TOKENS SOLICITED; WE ARE NOT ATTEMPTING TO INDUCE YOU TO MAKE ANY PURCHASE AS A RESULT OF INFORMATION PROVIDED. ALL SUCH INFORMATION PROVIDED BY ANY OF OUR PRODUCTS IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION THAT A PARTICULAR TOKEN IS A SAFE OR SOUND INVESTMENT. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON ANY INFORMATION CONTAINED IN ANY OF OUR PRODUCTS. BY PROVIDING TOKEN INFORMATION FOR YOUR CONVENIENCE, WE DO NOT MAKE ANY INVESTMENT RECOMMENDATIONS TO YOU OR OPINE ON THE MERITS OF ANY TRANSACTION OR OPPORTUNITY. YOU ALONE ARE RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE.

11. Indemnification

You agree to hold harmless, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and Use of any of our Products; (b) your violation of any portion of this Agreement or any applicable law, rule, or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. Hiro reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Hiro. Hiro will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

12. Limitation of Liability

(a) UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE ANY OF THE PRODUCTS, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF ANY OF THE PRODUCTS OR THE INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF ANY OF THE PRODUCTS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF HIRO HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
(B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE INTERFACE; (C) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO ANY OF THE PRODUCTS; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH ANY OF THE PRODUCTS; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
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(b) WE HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A RESULT OF ANY PAYMENTS OR TRANSACTIONS THAT YOU ENGAGE IN VIA ANY OF OUR PRODUCTS, OR ANY OTHER PAYMENT OR TRANSACTIONS THAT YOU CONDUCT VIA ANY OF OUR PRODUCTS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, WE DO NOT PROVIDE REFUNDS FOR ANY PURCHASES THAT YOU MIGHT MAKE ON OR THROUGH ANY OF OUR PRODUCTS.
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(c) WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES.  WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH ANY OF OUR PRODUCTS.
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(d) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
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(e) THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. Term

13.1 Term of Agreement

This Agreement commences on the date you first accept it and continues until all subscriptions have expired or have been terminated.

13.2 Term of Purchased Products

The term of each subscription shall be as specified in the applicable order form. Except as otherwise specified in an order form, subscriptions will automatically renew for monthly or annual terms, as applicable, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable order form, renewal of promotional or one-time priced subscriptions will be at Hiro’s applicable list price in effect at the time of the applicable renewal.

13.3 Termination

A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

13.4 Effect of Termination

If this Agreement is terminated by you in accordance with Section 12.3 above, Hiro will refund you any prepaid fees covering the remainder of the term of all order forms after the effective date of termination. If this Agreement is terminated by you in accordance with Section 12.3 above, you will pay any unpaid fees covering the remainder of the term of all order forms to the extent permitted by applicable law. In no event will termination relieve you of its obligation to pay any fees payable to Hiro for the period prior to the effective date of termination.

14. Governing Law, Dispute Resolution and Class Action Waivers

14.1 Governing Law

You agree that the laws of the State of New York, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that each of our Products shall be deemed to be based solely in the State of New York, and that although a Product may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of New York. The parties acknowledge that this Agreement evidences interstate commerce.  Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of New York County, New York are the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement's binding arbitration clause is found to be unenforceable.

14.2 Dispute Resolution

(a) Informal Negotiations. We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to legal@hiro.so so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

(b) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Hiro, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users of the Products.

(c) Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 8 within 30 days after the date that you agree to these Terms by sending a letter to Hiro Systems PBC, Attention: Legal Department – Arbitration Opt-Out, 11 Town Square Place, Suite 1203, JerseyCity, NJ, that specifies: [your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration] (“Opt-Out Notice”). Once we receive your Opt-Out Notice, this Section 10.2(q) will be void and any action arising out of this Agreement will be resolved as set forth in Section 10.2(q). The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.

(d) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Agreement. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Hiro made to you prior to the initiation of arbitration, Hiro will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

(e) Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

(f) Time Limits. If you or Hiro pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

(g) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Hiro, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Hiro.

(h) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Hiro in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND HIRO WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.(i) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

(j) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

(k) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(l) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

(m) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Hiro.(n) Small Claims Court. Notwithstanding the foregoing, either you or Hiro may bring an individual action in small claims court.

(o) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(p) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

(q) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties agree that this Agreement will be governed by the laws of the State of New York without regard to conflict of law principles. You and Hiro hereby agree to submit to the personal jurisdiction of the state courts and federal located within New York County, New York, for such purpose.

15. Miscellaneous

15.1 Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.

15.2 Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

15.3 Notice

We may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.

15.4 Export

The Products may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Hiro, or any products utilizing such data, in violation of the United States export laws or regulations.

15.5 Disclosures

We are located at the address in Section 4.2 If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

15.6 Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

15.7 Survival

All terms which by their nature should survive the expiration or termination of this Agreement shall so survive, including 5 (Intellectual Property Rights), Section 7.1 (Prohibited Activity), 8 (Confidentiality), 11 (Indemnification), 12 (Limitation of Liability), 13.4 (Effect of Termination), 14 (Governing Law, Dispute Resolution and Class Action Waivers), and 15 (Miscellaneous).

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Contact Information:

Hiro Systems PBC
111 Town Square Place
Suite 1203
Jersey City, NJ 07310
Email: legal@hiro.so


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