Terms of Service — Hero


HERO SECURITY

TERMS AND CONDITIONS OF USE


1.	Introduction

These Terms and Conditions of Use (as they may be hereafter be amended, these “Terms”) apply to the use by third-party customers (each a “Client” or, with respect to a Client accepting these terms, “you”) of the personal security services (as further described below, the “Services”) offered by Jorge Ramos Technologies, LLC and one or more of its subsidiaries or affiliates (collectively, the “Company”, “we” or “us”), via a mobile telephone technology application we call the “Hero App”).  The downloadable Hero App allows a Client to request the Company despatch to the then-location of the Client a professional, trained and licenced security guard (a “Hero”) to accompany the Client safely to the Client’s designated destination or completion of the requested security services.

The Services are primarily intended to be used by a Client travelling from one location to another under conditions or circumstances where the Client feels insecure, uncertain or nervous about its personal security and seeks the reassurance of being accompanied by a Hero during the course of a transit to the destination, although Heros are also available for static security services (each a “Journey”).  The Services are not intended for and should not be used and are not available under circumstances where an assault or other criminal activity is then in progress involving the Client or occurring in the Client’s immediate vicinity.  In those circumstances, a Client should seek immediate safety and contact local law enforcement by dialling ‘911’ or another applicable government-sponsored ‘hotline’ service. 

2.	Our Binding Contractual Relationship

These Terms apply to and govern your access and your use of the Hero App and the Services offered and provided by the Company within the United States of America (the “United States”) and your relationship with the Company.   

IT IS EXTREMELY IMPORTANT THAT YOU READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY.  AMONG OTHER THINGS, THESE TERMS CONTAIN AN AGREEMENT BETWEEN YOU AND THE COMPANY REGARDING HOW CLAIMS OR DISAGREEMENTS BETWEEN US CAN BE BROUGHT AND LITIGATED.  EACH OF US MAY ONLY BRING CLAIMS INDIVIDUALLY AND THROUGH BINDING ARBITRATION ON THE BASIS DESCRIBED IN SECTION 7 BELOW.  IF YOU DISAGREE WITH ANY PROVISION OF THESE TERMS, INCLUDING WITHOUT LIMITATION THOSE DESCRIBED IN SECTION 7, YOU MAY NOT USE THE HERO APP OR AVAIL OF THE SERVICES.  BY DOWNLOADING THE HERO APP, REGISTERING AN ACCOUNT, ACCESSING OR USING THE SERVICES, YOU CONFIRM YOUR AGREEMENT TO BE BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.  THESE TERMS EXPRESSLY SUPERSEDE ANY PRIOR AGREEMENTS OR ARRANGEMENTS YOU MIGHT HAVE WITH THE COMPANY REGARDING THE USE OF THE HERO APP AND THE SERVICES.
EACH TIME YOU USE THE HERO APP YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS FOR PURPOSES UP YOUR UPCOMING JOURNEY.

The Company may in its discretion make changes, amendments or additions to these Terms (each a “Change”) at any time and from time to time.  If we make a Change, we will either notify you of the Change directly via an email or a notice on or within the Hero App, or by updating the date displayed at the top of these Terms.  Changes will be effective immediately upon their incorporation into these Terms.  Your continued access to the Hero App and use of the Services after the effectiveness of a Change will constitute your consent to these terms as modified by the Change.  If you do not agree to any Change and these Terms as so affected, you must stop accessing the Hero App and using the Services.

You may terminate your agreement with the Company hereunder at any time by sending the Company an email at recruitment@getheroapp.com advising that you are terminating the agreement between us.  Fifteen days from and after such date, your Hero Account (as defined in Section 3) will be deactivated by the Company and, should you desire to use the Hero App and Services, you will be required to establish a new Hero Account.  The Company can terminate our agreement at any time in the event we determine, in our sole and absolute discretion, that you have violated one or more of these Terms.  We will endeavour to provide you notice of our termination of your Hero Account, but shall not be obligated to.  Despite termination of our agreement, and whether it is terminated by you or by us, both of us shall continue to be bound by our respective agreements under these Terms under Sections x, y and z.

3.	The Services

The Services are accessible by a Client first downloading the Hero App, and engaging in the registration process to create an account with the Company (your “Hero Account”).  This includes providing your name, address, mobile telephone number and email address, as well as entering complete details for at least one active credit or debit card held in your name that is currently accepted by our systems.  The Services are available only to persons over the age of 18, other than in limited circumstances where a parent or lawful guardian may request from the Company an exception for a specified minor, although the Company is not required to give consent to any such request.  You must keep the information in your Hero Account accurate at all times, and it is your obligation to ensure that your payment methods included in your Hero Account are valid and contain sufficient funds to cover Charges (as defined in Section 4) incurred by you.  Your Hero Account cannot be assigned to anyone else, and you agree not to allow others to use your Hero Account.  You cannot have more than one Hero Account at any time, and persons who have been removed as users by the Company for violation of these Terms may not open a new Hero Account.  

Once the Company has ensured the completeness of your information and tested the credit or debit card details provided, you will be able to use the Services on demand.  The Hero App is a multiparty interface that allows you to request a Hero at your location or another location within the then-current operating area for the Hero App.  If a Hero is available, you will be matched with the Hero on the Hero App.  This matching will give you identifying information that will allow you to ensure that the person arriving to the meeting point is the intended Hero.  Upon arrival at the designated meeting point, you and the Hero will verify identities and the Hero commence to accompany you on your Journey to the designated ending point or will otherwise provide you with the requested security services.  The Hero will not be allowed to directly convey you in its own or any other non-public access mode of transport, but will, if appropriate, accompany you on public or other lawful third-party transport.  Upon completion of the Journey, your designated card will be automatically charged the amount for the applicable Service.  The cost of Services is generally determined by the length of time your Hero is providing the Services.  You agree that you will not use your Hero Account, the Services or a Hero for any illegal purpose and you will not engage in any illegal conduct while using the Hero App or the Services.    

Your Hero may be directly employed by the Company or it may be an independent contractor approved by the Company in accordance with all of our requirements.  Every Hero will be currently licenced by the State of New York as a security guard and will carry on their person their current New York State security guard registration card as well as a card demonstrating that they are working for the Company, each of which they will produce for your inspection upon request.  The Hero may also request you to produce identification at any time during the course of a Journey, and the Hero will be entitled to terminate the Service immediately should you fail or refuse to do so.  You also must notify the Hero if you believe that you are subject to enhanced risk for any reason, such as due to an ongoing domestic dispute, protection order or other circumstance.

Heros may, but generally will not be armed, and if armed they will inform you at the meeting point and also be licenced by the State of New York to carry the applicable weapon in the course of providing security services.  The Services are intended solely to be a companion during your Journey in order to make it less likely that third parties may unlawfully interfere with your ability to complete the Journey safely.  In other words, your Hero is a deterrent from unlawful activity occurring on or impacting the safety of your Journey.  In the event an incident occurs or is threatened during your Journey, utilising its security guard training your Hero will use its discretion to determine how best to avoid or deflect the occurrence or threat, but the primary intention of the Hero will be to avoid and evade rather than confront or respond.  You should not assume that a Hero will or will be able to ensure your safety, and the Hero’s objective will be to reduce the likelihood of a dangerous or threatening incident occurring or, if one does, from the incident escalating, but neither the Hero nor the Company can guaranty the Hero will be successful at doing so.

Before requesting a Hero and during the course of Services being provided by a Hero during a Journey, you as the Client must at all times:

•	Be aware of your surroundings and always take prudent safety precautions

•	Reduce the risk of putting yourself and others in dangerous situations by avoiding areas that may present a higher risk, such as unlit or dimly lit passageways or footpaths and isolated places where an attack is less likely to be observed or detected

•	If possible, be accompanied by one or more known and trusted friends

•	Be prepared to call ‘911’ or emergency services immediately should a safety threatening incident occur or is likely to do so

•	Realise that a Hero may not be available to you at the time and in the place requested, and you may have to make alternative arrangements to ensure your personal safety

•	Realise that even public emergency services may not respond in time to prevent an incident occurring or progressing

•	Be respectful of the Hero and others and conduct yourself accordingly

4.	Charges for Service and Payment

Your use of Services will result in charges to you for the Services provided by a Hero (collectively, “Charges”).  In general, the Charges for a Journey shall be based upon the Company’s estimate of the time it will take for your Journey, commencing at the meeting point and ending at your destination.  When you use the Hero App to request a Hero, the Company will endeavour to provide you with an estimate of the Charges for that Journey, although we may not always be able to do so.  Each estimate is just that, an estimate of what we expect the Charges will be, but not a cap or guaranty that the Charges will not exceed the estimate and you will be liable for full payment of the actual Charges incurred by you for your use of the Services.  The Charges we will impose for your use of Services may vary depending upon factors such as demand at the time of day a Journey occurs, routing, weather conditions and similar circumstances.  Accordingly, you should not expect every Journey of equal length of time to result in identical Charges.  Note also that Charges will include applicable taxes where imposed or required by law, and may also include other applicable fees, cancellation fees, estimated or actual amounts incurred by you or the Hero during the course of a Journey such as public or other transport fees, tolls and other necessary and incurred fees and charges.  

Upon completion of a Journey, the applicable Charges will be directly debited by the Company
using the preferred payment method designated in your Hero Account.  The Company may place a hold on that payment method for the estimated Charges of the Journey upon you making the booking to ensure the availability of funds, but if your preferred payment method is for any reason not able to be charged, we will be entitled to use any secondary payment method designated by you in your Hero Account.   Should no payment method in your Hero Account be available to cover Charges for your Journey, you will be required to pay your Hero the exact amount of the Charges in cash upon completion of the Journey.  Should we be unable to ‘pre-charge’ your payment methods in advance of a Journey, we may in our discretion decline to provide Services on the requested Journey.  If we decline to do so, you will be notified on the Hero App.  All Charges paid by you are final and non-refundable, unless otherwise agreed by the Company in our sole and absolute discretion or a contrary determination is made in any dispute resolution process expressly provided for in these Terms.

It is important to note that in most cases, when you request a Hero, that Hero will come to the meeting point either entirely on foot or by some form of public transport.  So unlike other comparable services such as ride sharing services, our Heros will expend some effort to get to the meeting point and will not be nearly as free as ride sharing drivers to return to their original point of departure or quickly locate another Client.  Accordingly, when you agree on the Hero App to the appointment of a Hero for your Journey, you will be liable for the full amount of the estimated Charges for that Journey, regardless of whether you cancel the Journey or not.

When we receive full payment for Charges, we will (either as an employer, in the case of Heros directly employed by the Company, or as collection agent, in the case of independent contractor Heros) disburse to the Heros in accordance with our agreements with them their portion of the Charges.  We will also either pay or reimburse, as applicable, other amounts due in respect of your Journey.  You will remain liable to the Company and your Hero for all Charges until finally, irrevocably and fully paid.

If you disagree with or think a correction should be made to any Charge you incurred, you must contact the Company, in writing, within 30 days after the related Journey took place.  In your communication to the Company, you should specify in reasonable detail why you disagree with the Charge.  If you fail to do so, the Company will have no further responsibility and you will waive your right to later dispute all and any portion of the applicable Charge.

As provided in Section 6, should the Company or a Hero incur any additional costs or expenses or damages as a result of your failure to comply with these Terms, you may be responsible for those as well.  

Note that we may contact you using any of the phone numbers you maintained by you in your Hero Account (by either text, recorded message or personal contact) or via email in the event that we suspect fraud or unlawful activity associated with your Hero Account or your use of the Services; as well as to provide you with information we believe in our discretion to be relevant to your use of the Hero App and the Services.
 
5.	Information Rights and Licenses

When you establish your Hero Account, access the Hero App and use the Services, each involves the exchange between us of information, content and intellectual property that is owned by, or proprietary to, each of us (with respect to you, the “Client Information” and, with respect to us, the “Company Information” and collectively, the “Information”).  To protect us both, we need to grant to each other a licence to access and use the Information for certain purposes.  Both you and the Company, as between us, retain and reserve the legal rights associated with and ownership of our respective Information, subject only to the agreements and licences specified herein.  For information regarding the use of your personal location information, please see “Legal--Location Information”

As long as you are in compliance with these Terms, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) access and use the Hero App on your personal devices solely in connection with your appropriate use of the Services and (ii) access and use the Company Information, including without limitation any content, information and related materials that may be made available to you through the Hero App, in each case solely for your personal, non-commercial use.  For purposes of clarity, the term “Company Information” includes the Hero App and all coding, functionality and related information or property constituting the Hero App.

The limited licence granted to you above does not allow you to, nor will you, directly or indirectly (i) remove any copyright, trademark or other proprietary notices from the Hero App or any of the other Company Information; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Company Information except as expressly permitted by the Company; (iii) decompile, reverse engineer or disassemble the Company Information, including the Hero App; (iv) link to, mirror or frame any portion of the Company Information; (v) cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation or functionality of any aspect of the Company Information; or (vi) attempt to gain unauthorized access to or impair any aspect of the Company Information or  any of its related systems or networks.  In particular, you understand and agree that you will not use the Company’s trademarks, service marks or trade dress or any similar names, marks or trade dress, aside from use incidental to your use of the Hero App or the Services, without the prior express, written consent of the Company. This prohibition on using our trade and service marks includes, without limitation, use in domain names, websites and social media accounts. 

The Company Information, including the Hero App, may be made available or accessed in connection with third party services and content (including advertising) that the Company does not own or control.  Once you click on a link to third party services or content, you will be subject to the terms and conditions and privacy policy of that website, destination, or third party service provider.   The Company will not warn you that you have left the Hero App or that you are subject to the terms and conditions (including privacy policies) of another website, destination, or third party service provider.  If you go from the Hero App to third party websites and advertisements, you will do so at your own risk and we will bear no liability or responsibility for your experiences with such websites or advertisements.  The fact that you are able to access a third party website or advertisement from the Hero App does not mean that we have endorsed, approved, vetted or otherwise passed upon the third party content you access.

Nearly all Clients will download the Hero App from a third-party application source, such as the Apple or Android app stores (each an “App Store”).  If you downloaded the Hero App from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of these Terms.  By your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.  These Terms incorporate by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.”  In the event of a conflict between the terms of Apple’s Licensed Application End User License Agreement and these Terms, these Terms shall control.

As noted above, when you start your Hero Account and enter your personal information and credit or debit card information and upload a personal picture or other information, you are creating Client Information for purposes of these Terms.  Whatever further information that the Hero App or the Company allows you to upload, publish or post to the Hero App from time to time also becomes Client Information, including your location as you access or use the Hero App.  Once you provide Client Information, you grant to the Company a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, use, copy, modify, create derivative works of, distribute, publicly display, publicly perform and otherwise exploit in any lawful manner the Client Information in all formats and distribution channels now known or hereafter devised (including in connection with the Services and our business and on third party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.  However, any use by us of your Client Information will be in conformity with the Company’s Privacy Policy, which may be found https://getheroapp.com/legal/privacy.

With respect to your Client Information, you represent and warrant to us that (i) you either are the sole and exclusive owner of all of the Client Information or you have all rights, licenses, consents and releases necessary to grant the Company the foregoing licence to the Client Information, and (ii) neither the Client Information, nor your submission, uploading, publishing or otherwise making available of your Client Information, nor the Company’s use of your Client Information on the basis agreed in these Terms will infringe, misappropriate or violate any third party’s intellectual property or proprietary rights, or rights of publicity or privacy or result in the violation of any applicable law or regulation.  You also covenant and agree that none of the Client Information is or will be defamatory, libelous, hateful, violent, obscene, pornographic, unlawful or otherwise offensive, as determined by the Company in our sole and absolute discretion, whether or not the offending content or its publication may be protected by law.  The Company may, but shall not be obligated to, review, monitor and remove from the Hero App any or all of your Client Information, in our sole and absolute discretion and at any time and for any reason, without notice to you.

In order to protect our Clients and to further develop, improve and refine the Hero App and the Services, we allow Clients to post feedback, comments, suggestions and other thoughts and ideas regarding the Heros, the Services and the Hero App (collectively, “Feedback”) upon completion of a Journey or as may be otherwise made available by the Company from time to time.  Unlike other Client Information, Feedback will automatically become the property of the Company without any compensation being paid to or receivable by you.  We may, but are under no obligation to review, comment or act upon any of your Feedback, and as our property, the Company is free to do what it wishes with the Feedback.

6. 	Disclaimers, Limitations of Liability and Indemnification

The Company’s objective is to provide the Services for the use, benefit and security of its Clients, and we will endeavour to ensure that our Clients are pleased with the Services as described in these Terms.  However, given the inherent nature of security services and the uncertainty that may arise under variable facts and circumstances, we cannot guaranty that the Services or the Hero App will perform satisfactorily in all circumstances.  Nor can we guaranty that a Hero will be available at the time and in the location requested by you.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HERO APP AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”  THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  IN ADDITION, THE COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTY REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE HERO APP OR THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED, EFFICACIOUS OR ERROR-FREE OR THAT YOU WILL NOT BE HARMED OR SUFFER PERSONAL LOSS DURING A JOURNEY ACCOMPANIED BY A HERO.

THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE HERO APP OR THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE OR CONCURRENT) OF THE COMPANY, EVEN IF WE HAVE BEEN ADVISED OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

ADDITIONALLY, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF (1) YOUR USE OF OR RELIANCE ON THE HERO APP OR THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE HERO APP OR THE SERVICES AT ANY TIME OR (2) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE DAMAGES OR LOSSES ARE DUE TO THE NEGLIGENCE OF THE COMPANY OR A HERO. THE COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. 

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE COMPANY’S CHOICE OF LAW PROVISION SET FORTH BELOW.

To the maximum amount allowable under applicable law, you agree to indemnify and hold the Company and its affiliates and their respective officers, directors, employees, contractors and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages and expenses (including attorneys’ fees), arising out of or in connection with (i) your use of the Hero App or the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) our use of your Client Information; or (iv) your violation of the rights of any third party.

7.	Dispute Resolution; Mandatory Arbitration

By agreeing to these Terms, you and the Company agree that we are both required to resolve any claim that we may have against each other on an individual basis in arbitration as set forth in this Section 7 (this “Arbitration Agreement”).  This Arbitration Agreement will preclude you from bringing any class, collective, or representative action against the Company and from participating in or recovering relief under any current or future class, collective, consolidated or representative action brought against the Company by any other person or persons. 

Except as expressly provided in this Arbitration Agreement, you and the Company agree that any dispute, claim or controversy in any way arising out of or relating to (i) these Terms or the existence, breach, termination, enforcement, interpretation, scope, waiver or validity hereof; (ii) your access to or use of the Hero App and the Services at any time; (iii) incidents, assaults or accidents resulting in personal injury that you allege occurred in connection with your use of the Services, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to these Terms; or (iv) your relationship with the Company, will be settled by binding arbitration between you and the Company, and not in a court of law. This Arbitration Agreement shall survive the termination of the agreement between us contained in these Terms.

You acknowledge and agree that you and the Company are each waiving the right to a judicial resolution of a dispute or claim between us, whether a trial by judge or by jury.  We also both agree that neither of us shall bring or participate as a plaintiff or class member in any class, purported class, collective, coordinated, consolidated or representative proceeding.

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third-parties, including without limitation your dependents, partners or spouses, heirs, third-party beneficiaries and assigns where their underlying claims are in relation to your use of the Hero App or the Services.  To the extent that any such third-party brings claims against the Company, those claims shall also be subject to this Arbitration Agreement.

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of (i) claims brought in a small claims court so long as the matter remains in such court and advances only on an individual (that is, non-class, non-representative) basis; (ii) claims of sexual assault or sexual harassment occurring in connection with your use of the Services; or (iii) claims for injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s Information, including copyrights, trademarks, trade secrets, patents or other intellectual property rights.  These kinds of claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only.  On an “individual basis” means that you cannot bring claims as a member of class or on a coordinated, consolidated, collective or representative basis in an action against the Company. 

Our agreement not to require arbitration in the limited instances provided in the immediately preceding paragraph does not waive the enforceability of this Arbitration Agreement as to any other provision or the enforceability of this Arbitration Agreement as to any other controversy, claim or dispute.

An arbitration hereunder will be administered by the American Arbitration Association (the “AAA”) in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

The parties agree that the appointed arbitrator in a proceeding (the “Arbitrator”), and not any federal, state or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are applicable, unconscionable or illusory and any defence to arbitration, including waiver, delay, laches or estoppel.  If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a dispute, you and the Company agree that the Arbitrator will decide that issue.

Notwithstanding any choice of law or other provision in these Terms, we agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto.  It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including without limitation interpretation, implementation, enforcement and administration of this Arbitration Agreement, and that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law.  If the FAA and AAA Rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state where you reside when you accept these Terms.

Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including without limitation sexual assault or harassment claims) that you allege occurred in connection with your use of the Hero App or the Services, whether before or after the date you agreed to these Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.

Prior to initiating an arbitration, you and the Company each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution.  Notice of the dispute must include the party’s name, preferred contact information, a brief description of the dispute, and the relief sought. Notice to the Company must be sent to Hero Security (NY) LLC, c/o Jorge Ramos Technologies, LLC, 1950 Parker Road, Carrollton, Texas 75010. Neither party shall initiate arbitration until 30 days after the notice is sent.  Engaging in this pre-arbitration dispute resolution and notification process is a requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal resolution process required by this paragraph.

In order to initiate arbitration, a party must provide the other party with a written Demand for Arbitration and file the Demand with AAA as specified in the AAA Rules. (a form Demand for Arbitration - Consumer Arbitration Rules may be found at www.adr.org or by calling the AAA at 1-800-778-7879). A party initiating an arbitration against the Company must send the Demand for Arbitration to the Company at the address above.  The Arbitrator will be either a retired judge or an attorney licensed to practice law in the state where the arbitration is conducted.  The Arbitrator will be selected by the parties from the AAA’s National Roster of Arbitrators.  If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Unless we both otherwise agree, the arbitration will be conducted in the county where we last provided you with Services.  If your claim does not exceed US $10,000, then the arbitration will be conducted solely on the basis of documents you and the Company submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary.  If your claim exceeds US $10,000, your right to a hearing will be determined by the AAA Rules.  Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so.  The Arbitrator may award declaratory or injunctive relief only in favour of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.  The Arbitrator’s decision shall be final and binding on all parties.  If you prevail in arbitration you may seek an award of attorneys’ fees and expenses from us to the extent permitted under applicable law. 

The responsibility of the parties to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

8.	Additional Matters

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in the Arbitration Agreement or in supplemental terms applicable to where you might be resident.  This provision applies only to the interpretation of these Terms and is not intended to create any other substantive right to non-Texans to assert claims under Texas law or bring claims in Texas courts whether that be by statute, common law or otherwise. 

Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including without limitation sexual assault or harassment claims) that you allege occurred in connection with your use of the Hero App or the Services, whether before or after the date you agreed to these Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.  Except as otherwise expressly provided in these Terms or as may otherwise be required by applicable law, you agree that you will commence a claim relating to these Terms, the Hero App or the Services, within a year following the event or incident giving rise to the claim.

Although we agree that any disputes between us will be generally subject to the Arbitration Agreement, any dispute, claim or controversy arising out of or relating to these Terms that may not be covered by the Arbitration Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, shall be brought exclusively in the state and federal courts of Texas, notwithstanding that other courts may have jurisdiction over the parties and subject matter.

Notwithstanding the foregoing, any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including without limitation sexual assault or harassment claims) that you allege occurred in connection with your use of the Hero App or the Services, whether before or after the date you agreed to the Terms, shall be brought exclusively in the state and federal courts in the state in which the incident or accident occurred, notwithstanding that other courts may have jurisdiction over the parties and subject matter, and except as may be otherwise provided in the Arbitration Agreement.

The Company may give you notice under these Terms by means of a general notice on or through the Hero App, via electronic mail to the email address associated with your Hero Account, by telephone or text message to any phone number provided in connection with your Hero Account or by written communication sent by first class mail or pre-paid post to any address connected with your Hero Account.  Notice by the Company shall be deemed to have been received by you upon the expiration of 48 hours after mailing or posting, if sent by first class mail or pre-paid post, or at the time of sending if sent or given by email, telephone or on or through the Hero App.  You may give notice to the Company at any time by first class mail or pre-paid post to our address specified above in Section 7.  If another provision of these Terms addresses any specific notice (for example, notice of updates to these Terms, or notice of a dispute or arbitration demand), those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision.

As noted above, you may not assign your rights, responsibilities and obligations under these Terms without our prior written approval, which the Company may give or withhold in our sole and absolute discretion.  We may assign these Terms without your consent to (i) a subsidiary or affiliate; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger or operation of law.  Any purported assignment by you in violation of these Terms shall be null, void and of no force and effect. If any provision of these Terms is held or ruled to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.  Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. 

9.	SMS / Text Messaging Program

By providing your mobile phone number and continuing, you consent to receive one-time verification codes (OTP) from Hero by SMS text message for the purpose of authenticating your access to your account. This is a transactional messaging program; Hero does not send marketing or promotional messages, and consent to receive verification codes is required to use SMS-based sign-in.

- Program: Hero account verification codes (OTP).
- Message frequency: Messages are sent only when you request a verification code; frequency varies based on your sign-in activity.
- Cost: Message and data rates may apply, depending on your mobile carrier and plan.
- Help: Reply HELP to any message for assistance, or contact support@getheroapp.com.
- Opt-out: Reply STOP to any message to stop receiving verification codes by SMS. Disabling SMS verification may limit your ability to sign in to your account.
- Carriers: Mobile carriers are not liable for delayed or undelivered messages.

Your use of the SMS verification program is also subject to our Privacy Policy, which describes how we handle the information associated with this program.

The Company is a Security Guard Agency Licensed by the New York Department of State.

HERO SECURITY TERMS AND CONDITIONS OF USE 1. Introduction These Terms and Conditions of Use (as they may be hereafter be amended, these “Terms”) apply to the use by third-party customers (each a “Client” or, with respect to a Client accepting these terms, “you”) of the personal security services (as further described below, the “Services”) offered by Jorge Ramos Technologies, LLC and one or more of its subsidiaries or affiliates (collectively, the “Company”, “we” or “us”), via a mobile telephone technology application we call the “Hero App”). The downloadable Hero App allows a Client to request the Company despatch to the then-location of the Client a professional, trained and licenced security guard (a “Hero”) to accompany the Client safely to the Client’s designated destination or completion of the requested security services. The Services are primarily intended to be used by a Client travelling from one location to another under conditions or circumstances where the Client feels insecure, uncertain or nervous about its personal security and seeks the reassurance of being accompanied by a Hero during the course of a transit to the destination, although Heros are also available for static security services (each a “Journey”). The Services are not intended for and should not be used and are not available under circumstances where an assault or other criminal activity is then in progress involving the Client or occurring in the Client’s immediate vicinity. In those circumstances, a Client should seek immediate safety and contact local law enforcement by dialling ‘911’ or another applicable government-sponsored ‘hotline’ service. 2. Our Binding Contractual Relationship These Terms apply to and govern your access and your use of the Hero App and the Services offered and provided by the Company within the United States of America (the “United States”) and your relationship with the Company. IT IS EXTREMELY IMPORTANT THAT YOU READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND THE COMPANY. AMONG OTHER THINGS, THESE TERMS CONTAIN AN AGREEMENT BETWEEN YOU AND THE COMPANY REGARDING HOW CLAIMS OR DISAGREEMENTS BETWEEN US CAN BE BROUGHT AND LITIGATED. EACH OF US MAY ONLY BRING CLAIMS INDIVIDUALLY AND THROUGH BINDING ARBITRATION ON THE BASIS DESCRIBED IN SECTION 7 BELOW. IF YOU DISAGREE WITH ANY PROVISION OF THESE TERMS, INCLUDING WITHOUT LIMITATION THOSE DESCRIBED IN SECTION 7, YOU MAY NOT USE THE HERO APP OR AVAIL OF THE SERVICES. BY DOWNLOADING THE HERO APP, REGISTERING AN ACCOUNT, ACCESSING OR USING THE SERVICES, YOU CONFIRM YOUR AGREEMENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. THESE TERMS EXPRESSLY SUPERSEDE ANY PRIOR AGREEMENTS OR ARRANGEMENTS YOU MIGHT HAVE WITH THE COMPANY REGARDING THE USE OF THE HERO APP AND THE SERVICES. EACH TIME YOU USE THE HERO APP YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS FOR PURPOSES UP YOUR UPCOMING JOURNEY. The Company may in its discretion make changes, amendments or additions to these Terms (each a “Change”) at any time and from time to time. If we make a Change, we will either notify you of the Change directly via an email or a notice on or within the Hero App, or by updating the date displayed at the top of these Terms. Changes will be effective immediately upon their incorporation into these Terms. Your continued access to the Hero App and use of the Services after the effectiveness of a Change will constitute your consent to these terms as modified by the Change. If you do not agree to any Change and these Terms as so affected, you must stop accessing the Hero App and using the Services. You may terminate your agreement with the Company hereunder at any time by sending the Company an email at recruitment@getheroapp.com advising that you are terminating the agreement between us. Fifteen days from and after such date, your Hero Account (as defined in Section 3) will be deactivated by the Company and, should you desire to use the Hero App and Services, you will be required to establish a new Hero Account. The Company can terminate our agreement at any time in the event we determine, in our sole and absolute discretion, that you have violated one or more of these Terms. We will endeavour to provide you notice of our termination of your Hero Account, but shall not be obligated to. Despite termination of our agreement, and whether it is terminated by you or by us, both of us shall continue to be bound by our respective agreements under these Terms under Sections x, y and z. 3. The Services The Services are accessible by a Client first downloading the Hero App, and engaging in the registration process to create an account with the Company (your “Hero Account”). This includes providing your name, address, mobile telephone number and email address, as well as entering complete details for at least one active credit or debit card held in your name that is currently accepted by our systems. The Services are available only to persons over the age of 18, other than in limited circumstances where a parent or lawful guardian may request from the Company an exception for a specified minor, although the Company is not required to give consent to any such request. You must keep the information in your Hero Account accurate at all times, and it is your obligation to ensure that your payment methods included in your Hero Account are valid and contain sufficient funds to cover Charges (as defined in Section 4) incurred by you. Your Hero Account cannot be assigned to anyone else, and you agree not to allow others to use your Hero Account. You cannot have more than one Hero Account at any time, and persons who have been removed as users by the Company for violation of these Terms may not open a new Hero Account. Once the Company has ensured the completeness of your information and tested the credit or debit card details provided, you will be able to use the Services on demand. The Hero App is a multiparty interface that allows you to request a Hero at your location or another location within the then-current operating area for the Hero App. If a Hero is available, you will be matched with the Hero on the Hero App. This matching will give you identifying information that will allow you to ensure that the person arriving to the meeting point is the intended Hero. Upon arrival at the designated meeting point, you and the Hero will verify identities and the Hero commence to accompany you on your Journey to the designated ending point or will otherwise provide you with the requested security services. The Hero will not be allowed to directly convey you in its own or any other non-public access mode of transport, but will, if appropriate, accompany you on public or other lawful third-party transport. Upon completion of the Journey, your designated card will be automatically charged the amount for the applicable Service. The cost of Services is generally determined by the length of time your Hero is providing the Services. You agree that you will not use your Hero Account, the Services or a Hero for any illegal purpose and you will not engage in any illegal conduct while using the Hero App or the Services. Your Hero may be directly employed by the Company or it may be an independent contractor approved by the Company in accordance with all of our requirements. Every Hero will be currently licenced by the State of New York as a security guard and will carry on their person their current New York State security guard registration card as well as a card demonstrating that they are working for the Company, each of which they will produce for your inspection upon request. The Hero may also request you to produce identification at any time during the course of a Journey, and the Hero will be entitled to terminate the Service immediately should you fail or refuse to do so. You also must notify the Hero if you believe that you are subject to enhanced risk for any reason, such as due to an ongoing domestic dispute, protection order or other circumstance. Heros may, but generally will not be armed, and if armed they will inform you at the meeting point and also be licenced by the State of New York to carry the applicable weapon in the course of providing security services. The Services are intended solely to be a companion during your Journey in order to make it less likely that third parties may unlawfully interfere with your ability to complete the Journey safely. In other words, your Hero is a deterrent from unlawful activity occurring on or impacting the safety of your Journey. In the event an incident occurs or is threatened during your Journey, utilising its security guard training your Hero will use its discretion to determine how best to avoid or deflect the occurrence or threat, but the primary intention of the Hero will be to avoid and evade rather than confront or respond. You should not assume that a Hero will or will be able to ensure your safety, and the Hero’s objective will be to reduce the likelihood of a dangerous or threatening incident occurring or, if one does, from the incident escalating, but neither the Hero nor the Company can guaranty the Hero will be successful at doing so. Before requesting a Hero and during the course of Services being provided by a Hero during a Journey, you as the Client must at all times: • Be aware of your surroundings and always take prudent safety precautions • Reduce the risk of putting yourself and others in dangerous situations by avoiding areas that may present a higher risk, such as unlit or dimly lit passageways or footpaths and isolated places where an attack is less likely to be observed or detected • If possible, be accompanied by one or more known and trusted friends • Be prepared to call ‘911’ or emergency services immediately should a safety threatening incident occur or is likely to do so • Realise that a Hero may not be available to you at the time and in the place requested, and you may have to make alternative arrangements to ensure your personal safety • Realise that even public emergency services may not respond in time to prevent an incident occurring or progressing • Be respectful of the Hero and others and conduct yourself accordingly 4. Charges for Service and Payment Your use of Services will result in charges to you for the Services provided by a Hero (collectively, “Charges”). In general, the Charges for a Journey shall be based upon the Company’s estimate of the time it will take for your Journey, commencing at the meeting point and ending at your destination. When you use the Hero App to request a Hero, the Company will endeavour to provide you with an estimate of the Charges for that Journey, although we may not always be able to do so. Each estimate is just that, an estimate of what we expect the Charges will be, but not a cap or guaranty that the Charges will not exceed the estimate and you will be liable for full payment of the actual Charges incurred by you for your use of the Services. The Charges we will impose for your use of Services may vary depending upon factors such as demand at the time of day a Journey occurs, routing, weather conditions and similar circumstances. Accordingly, you should not expect every Journey of equal length of time to result in identical Charges. Note also that Charges will include applicable taxes where imposed or required by law, and may also include other applicable fees, cancellation fees, estimated or actual amounts incurred by you or the Hero during the course of a Journey such as public or other transport fees, tolls and other necessary and incurred fees and charges. Upon completion of a Journey, the applicable Charges will be directly debited by the Company using the preferred payment method designated in your Hero Account. The Company may place a hold on that payment method for the estimated Charges of the Journey upon you making the booking to ensure the availability of funds, but if your preferred payment method is for any reason not able to be charged, we will be entitled to use any secondary payment method designated by you in your Hero Account. Should no payment method in your Hero Account be available to cover Charges for your Journey, you will be required to pay your Hero the exact amount of the Charges in cash upon completion of the Journey. Should we be unable to ‘pre-charge’ your payment methods in advance of a Journey, we may in our discretion decline to provide Services on the requested Journey. If we decline to do so, you will be notified on the Hero App. All Charges paid by you are final and non-refundable, unless otherwise agreed by the Company in our sole and absolute discretion or a contrary determination is made in any dispute resolution process expressly provided for in these Terms. It is important to note that in most cases, when you request a Hero, that Hero will come to the meeting point either entirely on foot or by some form of public transport. So unlike other comparable services such as ride sharing services, our Heros will expend some effort to get to the meeting point and will not be nearly as free as ride sharing drivers to return to their original point of departure or quickly locate another Client. Accordingly, when you agree on the Hero App to the appointment of a Hero for your Journey, you will be liable for the full amount of the estimated Charges for that Journey, regardless of whether you cancel the Journey or not. When we receive full payment for Charges, we will (either as an employer, in the case of Heros directly employed by the Company, or as collection agent, in the case of independent contractor Heros) disburse to the Heros in accordance with our agreements with them their portion of the Charges. We will also either pay or reimburse, as applicable, other amounts due in respect of your Journey. You will remain liable to the Company and your Hero for all Charges until finally, irrevocably and fully paid. If you disagree with or think a correction should be made to any Charge you incurred, you must contact the Company, in writing, within 30 days after the related Journey took place. In your communication to the Company, you should specify in reasonable detail why you disagree with the Charge. If you fail to do so, the Company will have no further responsibility and you will waive your right to later dispute all and any portion of the applicable Charge. As provided in Section 6, should the Company or a Hero incur any additional costs or expenses or damages as a result of your failure to comply with these Terms, you may be responsible for those as well. Note that we may contact you using any of the phone numbers you maintained by you in your Hero Account (by either text, recorded message or personal contact) or via email in the event that we suspect fraud or unlawful activity associated with your Hero Account or your use of the Services; as well as to provide you with information we believe in our discretion to be relevant to your use of the Hero App and the Services. 5. Information Rights and Licenses When you establish your Hero Account, access the Hero App and use the Services, each involves the exchange between us of information, content and intellectual property that is owned by, or proprietary to, each of us (with respect to you, the “Client Information” and, with respect to us, the “Company Information” and collectively, the “Information”). To protect us both, we need to grant to each other a licence to access and use the Information for certain purposes. Both you and the Company, as between us, retain and reserve the legal rights associated with and ownership of our respective Information, subject only to the agreements and licences specified herein. For information regarding the use of your personal location information, please see “Legal--Location Information” As long as you are in compliance with these Terms, the Company grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) access and use the Hero App on your personal devices solely in connection with your appropriate use of the Services and (ii) access and use the Company Information, including without limitation any content, information and related materials that may be made available to you through the Hero App, in each case solely for your personal, non-commercial use. For purposes of clarity, the term “Company Information” includes the Hero App and all coding, functionality and related information or property constituting the Hero App. The limited licence granted to you above does not allow you to, nor will you, directly or indirectly (i) remove any copyright, trademark or other proprietary notices from the Hero App or any of the other Company Information; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Company Information except as expressly permitted by the Company; (iii) decompile, reverse engineer or disassemble the Company Information, including the Hero App; (iv) link to, mirror or frame any portion of the Company Information; (v) cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation or functionality of any aspect of the Company Information; or (vi) attempt to gain unauthorized access to or impair any aspect of the Company Information or any of its related systems or networks. In particular, you understand and agree that you will not use the Company’s trademarks, service marks or trade dress or any similar names, marks or trade dress, aside from use incidental to your use of the Hero App or the Services, without the prior express, written consent of the Company. This prohibition on using our trade and service marks includes, without limitation, use in domain names, websites and social media accounts. The Company Information, including the Hero App, may be made available or accessed in connection with third party services and content (including advertising) that the Company does not own or control. Once you click on a link to third party services or content, you will be subject to the terms and conditions and privacy policy of that website, destination, or third party service provider. The Company will not warn you that you have left the Hero App or that you are subject to the terms and conditions (including privacy policies) of another website, destination, or third party service provider. If you go from the Hero App to third party websites and advertisements, you will do so at your own risk and we will bear no liability or responsibility for your experiences with such websites or advertisements. The fact that you are able to access a third party website or advertisement from the Hero App does not mean that we have endorsed, approved, vetted or otherwise passed upon the third party content you access. Nearly all Clients will download the Hero App from a third-party application source, such as the Apple or Android app stores (each an “App Store”). If you downloaded the Hero App from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of these Terms. By your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary. These Terms incorporate by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict between the terms of Apple’s Licensed Application End User License Agreement and these Terms, these Terms shall control. As noted above, when you start your Hero Account and enter your personal information and credit or debit card information and upload a personal picture or other information, you are creating Client Information for purposes of these Terms. Whatever further information that the Hero App or the Company allows you to upload, publish or post to the Hero App from time to time also becomes Client Information, including your location as you access or use the Hero App. Once you provide Client Information, you grant to the Company a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, use, copy, modify, create derivative works of, distribute, publicly display, publicly perform and otherwise exploit in any lawful manner the Client Information in all formats and distribution channels now known or hereafter devised (including in connection with the Services and our business and on third party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. However, any use by us of your Client Information will be in conformity with the Company’s Privacy Policy, which may be found https://getheroapp.com/legal/privacy. With respect to your Client Information, you represent and warrant to us that (i) you either are the sole and exclusive owner of all of the Client Information or you have all rights, licenses, consents and releases necessary to grant the Company the foregoing licence to the Client Information, and (ii) neither the Client Information, nor your submission, uploading, publishing or otherwise making available of your Client Information, nor the Company’s use of your Client Information on the basis agreed in these Terms will infringe, misappropriate or violate any third party’s intellectual property or proprietary rights, or rights of publicity or privacy or result in the violation of any applicable law or regulation. You also covenant and agree that none of the Client Information is or will be defamatory, libelous, hateful, violent, obscene, pornographic, unlawful or otherwise offensive, as determined by the Company in our sole and absolute discretion, whether or not the offending content or its publication may be protected by law. The Company may, but shall not be obligated to, review, monitor and remove from the Hero App any or all of your Client Information, in our sole and absolute discretion and at any time and for any reason, without notice to you. In order to protect our Clients and to further develop, improve and refine the Hero App and the Services, we allow Clients to post feedback, comments, suggestions and other thoughts and ideas regarding the Heros, the Services and the Hero App (collectively, “Feedback”) upon completion of a Journey or as may be otherwise made available by the Company from time to time. Unlike other Client Information, Feedback will automatically become the property of the Company without any compensation being paid to or receivable by you. We may, but are under no obligation to review, comment or act upon any of your Feedback, and as our property, the Company is free to do what it wishes with the Feedback. 6. Disclaimers, Limitations of Liability and Indemnification The Company’s objective is to provide the Services for the use, benefit and security of its Clients, and we will endeavour to ensure that our Clients are pleased with the Services as described in these Terms. However, given the inherent nature of security services and the uncertainty that may arise under variable facts and circumstances, we cannot guaranty that the Services or the Hero App will perform satisfactorily in all circumstances. Nor can we guaranty that a Hero will be available at the time and in the location requested by you. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE HERO APP AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, THE COMPANY MAKES NO REPRESENTATION, WARRANTY OR GUARANTY REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE HERO APP OR THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED, EFFICACIOUS OR ERROR-FREE OR THAT YOU WILL NOT BE HARMED OR SUFFER PERSONAL LOSS DURING A JOURNEY ACCOMPANIED BY A HERO. THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE HERO APP OR THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE OR CONCURRENT) OF THE COMPANY, EVEN IF WE HAVE BEEN ADVISED OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF (1) YOUR USE OF OR RELIANCE ON THE HERO APP OR THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE HERO APP OR THE SERVICES AT ANY TIME OR (2) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE DAMAGES OR LOSSES ARE DUE TO THE NEGLIGENCE OF THE COMPANY OR A HERO. THE COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL. THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE COMPANY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON THE COMPANY’S CHOICE OF LAW PROVISION SET FORTH BELOW. To the maximum amount allowable under applicable law, you agree to indemnify and hold the Company and its affiliates and their respective officers, directors, employees, contractors and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages and expenses (including attorneys’ fees), arising out of or in connection with (i) your use of the Hero App or the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) our use of your Client Information; or (iv) your violation of the rights of any third party. 7. Dispute Resolution; Mandatory Arbitration By agreeing to these Terms, you and the Company agree that we are both required to resolve any claim that we may have against each other on an individual basis in arbitration as set forth in this Section 7 (this “Arbitration Agreement”). This Arbitration Agreement will preclude you from bringing any class, collective, or representative action against the Company and from participating in or recovering relief under any current or future class, collective, consolidated or representative action brought against the Company by any other person or persons. Except as expressly provided in this Arbitration Agreement, you and the Company agree that any dispute, claim or controversy in any way arising out of or relating to (i) these Terms or the existence, breach, termination, enforcement, interpretation, scope, waiver or validity hereof; (ii) your access to or use of the Hero App and the Services at any time; (iii) incidents, assaults or accidents resulting in personal injury that you allege occurred in connection with your use of the Services, whether the dispute, claim or controversy occurred or accrued before or after the date you agreed to these Terms; or (iv) your relationship with the Company, will be settled by binding arbitration between you and the Company, and not in a court of law. This Arbitration Agreement shall survive the termination of the agreement between us contained in these Terms. You acknowledge and agree that you and the Company are each waiving the right to a judicial resolution of a dispute or claim between us, whether a trial by judge or by jury. We also both agree that neither of us shall bring or participate as a plaintiff or class member in any class, purported class, collective, coordinated, consolidated or representative proceeding. This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third-parties, including without limitation your dependents, partners or spouses, heirs, third-party beneficiaries and assigns where their underlying claims are in relation to your use of the Hero App or the Services. To the extent that any such third-party brings claims against the Company, those claims shall also be subject to this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of (i) claims brought in a small claims court so long as the matter remains in such court and advances only on an individual (that is, non-class, non-representative) basis; (ii) claims of sexual assault or sexual harassment occurring in connection with your use of the Services; or (iii) claims for injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s Information, including copyrights, trademarks, trade secrets, patents or other intellectual property rights. These kinds of claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an “individual basis” means that you cannot bring claims as a member of class or on a coordinated, consolidated, collective or representative basis in an action against the Company. Our agreement not to require arbitration in the limited instances provided in the immediately preceding paragraph does not waive the enforceability of this Arbitration Agreement as to any other provision or the enforceability of this Arbitration Agreement as to any other controversy, claim or dispute. An arbitration hereunder will be administered by the American Arbitration Association (the “AAA”) in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The parties agree that the appointed arbitrator in a proceeding (the “Arbitrator”), and not any federal, state or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are applicable, unconscionable or illusory and any defence to arbitration, including waiver, delay, laches or estoppel. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to a dispute, you and the Company agree that the Arbitrator will decide that issue. Notwithstanding any choice of law or other provision in these Terms, we agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including without limitation interpretation, implementation, enforcement and administration of this Arbitration Agreement, and that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state where you reside when you accept these Terms. Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including without limitation sexual assault or harassment claims) that you allege occurred in connection with your use of the Hero App or the Services, whether before or after the date you agreed to these Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred. Prior to initiating an arbitration, you and the Company each agree to notify the other party in writing of any dispute and to attempt to negotiate an informal resolution. Notice of the dispute must include the party’s name, preferred contact information, a brief description of the dispute, and the relief sought. Notice to the Company must be sent to Hero Security (NY) LLC, c/o Jorge Ramos Technologies, LLC, 1950 Parker Road, Carrollton, Texas 75010. Neither party shall initiate arbitration until 30 days after the notice is sent. Engaging in this pre-arbitration dispute resolution and notification process is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal resolution process required by this paragraph. In order to initiate arbitration, a party must provide the other party with a written Demand for Arbitration and file the Demand with AAA as specified in the AAA Rules. (a form Demand for Arbitration - Consumer Arbitration Rules may be found at www.adr.org or by calling the AAA at 1-800-778-7879). A party initiating an arbitration against the Company must send the Demand for Arbitration to the Company at the address above. The Arbitrator will be either a retired judge or an attorney licensed to practice law in the state where the arbitration is conducted. The Arbitrator will be selected by the parties from the AAA’s National Roster of Arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the AAA will appoint the Arbitrator in accordance with the AAA Rules. Unless we both otherwise agree, the arbitration will be conducted in the county where we last provided you with Services. If your claim does not exceed US $10,000, then the arbitration will be conducted solely on the basis of documents you and the Company submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds US $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favour of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The Arbitrator’s decision shall be final and binding on all parties. If you prevail in arbitration you may seek an award of attorneys’ fees and expenses from us to the extent permitted under applicable law. The responsibility of the parties to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. 8. Additional Matters These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the choice or conflict of law principles of any jurisdiction, except as may be otherwise provided in the Arbitration Agreement or in supplemental terms applicable to where you might be resident. This provision applies only to the interpretation of these Terms and is not intended to create any other substantive right to non-Texans to assert claims under Texas law or bring claims in Texas courts whether that be by statute, common law or otherwise. Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including without limitation sexual assault or harassment claims) that you allege occurred in connection with your use of the Hero App or the Services, whether before or after the date you agreed to these Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred. Except as otherwise expressly provided in these Terms or as may otherwise be required by applicable law, you agree that you will commence a claim relating to these Terms, the Hero App or the Services, within a year following the event or incident giving rise to the claim. Although we agree that any disputes between us will be generally subject to the Arbitration Agreement, any dispute, claim or controversy arising out of or relating to these Terms that may not be covered by the Arbitration Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, shall be brought exclusively in the state and federal courts of Texas, notwithstanding that other courts may have jurisdiction over the parties and subject matter. Notwithstanding the foregoing, any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including without limitation sexual assault or harassment claims) that you allege occurred in connection with your use of the Hero App or the Services, whether before or after the date you agreed to the Terms, shall be brought exclusively in the state and federal courts in the state in which the incident or accident occurred, notwithstanding that other courts may have jurisdiction over the parties and subject matter, and except as may be otherwise provided in the Arbitration Agreement. The Company may give you notice under these Terms by means of a general notice on or through the Hero App, via electronic mail to the email address associated with your Hero Account, by telephone or text message to any phone number provided in connection with your Hero Account or by written communication sent by first class mail or pre-paid post to any address connected with your Hero Account. Notice by the Company shall be deemed to have been received by you upon the expiration of 48 hours after mailing or posting, if sent by first class mail or pre-paid post, or at the time of sending if sent or given by email, telephone or on or through the Hero App. You may give notice to the Company at any time by first class mail or pre-paid post to our address specified above in Section 7. If another provision of these Terms addresses any specific notice (for example, notice of updates to these Terms, or notice of a dispute or arbitration demand), those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision. As noted above, you may not assign your rights, responsibilities and obligations under these Terms without our prior written approval, which the Company may give or withhold in our sole and absolute discretion. We may assign these Terms without your consent to (i) a subsidiary or affiliate; (ii) an acquirer of our equity, business or assets; or (iii) a successor by merger or operation of law. Any purported assignment by you in violation of these Terms shall be null, void and of no force and effect. If any provision of these Terms is held or ruled to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. 9. SMS / Text Messaging Program By providing your mobile phone number and continuing, you consent to receive one-time verification codes (OTP) from Hero by SMS text message for the purpose of authenticating your access to your account. This is a transactional messaging program; Hero does not send marketing or promotional messages, and consent to receive verification codes is required to use SMS-based sign-in. - Program: Hero account verification codes (OTP). - Message frequency: Messages are sent only when you request a verification code; frequency varies based on your sign-in activity. - Cost: Message and data rates may apply, depending on your mobile carrier and plan. - Help: Reply HELP to any message for assistance, or contact support@getheroapp.com. - Opt-out: Reply STOP to any message to stop receiving verification codes by SMS. Disabling SMS verification may limit your ability to sign in to your account. - Carriers: Mobile carriers are not liable for delayed or undelivered messages. Your use of the SMS verification program is also subject to our Privacy Policy, which describes how we handle the information associated with this program. The Company is a Security Guard Agency Licensed by the New York Department of State.