PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE
What’s in these terms?
These terms tell you the rules for using our website, www.usehero.com (our Website).
Who we are and how to contact us
The Website is operated by Hero Towers Limited (“We”). We are registered in England and Wales under company number 09570325 and have our registered office at 590 Green Lanes, Palmers Green, London, UK, N13 5RY.
To contact us, please email firstname.lastname@example.org
By using our Website you accept these terms
If you do not agree to these terms, you must not use our Website.
There are other terms that may apply to you
- amend these terms from time to time. Every time you wish to use our Website, please check these terms to ensure you understand the terms that apply at that time.
- update and change our Website from time to time.
We may suspend or withdraw our Website
Our Website is made available free of charge.
We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
Users of our Website
Our Website is made available to people across the globe. Visitors to the Website should comply with the applicable laws of the country in which they are accessing the Website.
How you may use material on our Website
We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our Website for your personal use and you may draw the attention of others within your organisation to content posted on our Website.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.
Do not rely on information on this Website
The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.
We are not responsible for websites we link to
Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those websites or resources.
User-generated content is not approved by us
This Website may include information and materials uploaded by other users of the Website, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our Website do not represent our views or values.
Our responsibility for loss or damage suffered by you
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- We exclude all implied conditions, warranties, representations or other terms that may apply to our Website or any content on it.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our Website; or
- use of or reliance on any content displayed on our Website.
- In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
We are not responsible for viruses and you must not introduce them
We do not guarantee that our Website will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.
You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
Rules about linking to our Website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our Website in any website that is not owned by you.
Our Website must not be framed on any other Website, nor may you create a link to any part of our Website other than the home page.
We reserve the right to withdraw linking permission without notice.
Which country’s laws apply to any disputes?
Hero, August 2017
HERO: SELF-SERVE TERMS AND CONDITIONS: (SHOPIFY)
By downloading the Hero App via your Shopify Account, (as defined below), you, (“Customer”) are agreeing to be bound by the following terms and conditions, (“Terms and Conditions”).
1. Definitions and Interpretation
These definitions shall apply in this Terms and Conditions.
- “Customer Data” means all data, information and material input or uploaded to the Hero App.
- “Customer Materials” means any material owned by the Customer that is provided or made available by or on behalf of the Customer to Hero for the purposes of incorporation into the Hero App for the Customer or other permitted use by Hero but excluding Customer Data.
- “Effective Date” means the date when you download and start to use the Hero App via your Shopify Account.
- “Fair Usage Policy” means in respect to Catalogue and Contacts, 750 sent or received messages per month.
- “Fees” means the fees for use of the Hero App as shown on the Shopify App Store.
- “Intellectual Property Rights” means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).
- “Hero App” means any proprietary application downloaded via your Shopify App Store.
- “Hero Content” means all data, information and material owned by or licensed to Hero and comprised within the Hero App but excluding Customer Data and Customer Materials.
- “Shopify Account” means the account you have with Shopify.Com.
- “Shopify App Store” means the app store provided by Shopify.Com.
- “Software” means any software owned by or licensed to Hero and which forms part of, or is used in the provision of, any Product or the Service.
2.1 Subject to full payment of the applicable Fees and subject to the other provisions of this Terms and Conditions, the Customer is granted a non-transferable non-exclusive, limited licence, to access and use the Hero App in accordance with any other restrictions set out herein and for the period it has a Shopify Account and continues to pay the Fees. The Customer may not sub-license the right to access and/or use the Hero App to any third party. Except as expressly set out these Terms and Conditions, all rights in and to the Hero App, (including the Hero Content but excluding Customer Data and Customer Materials) and Software are reserved to Hero.
2.3 The Customer shall not: (a) except as expressly permitted by this Terms and Conditions, permit any third party to access or use any Product or the Service or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service); (b) copy, translate, modify, adapt or create derivative works from any Product or the Service; (c) “frame” or “mirror” any Hero Content on any other server or wireless or Internet-based device; (d) attempt to discover or gain access to the source code for the Software or reverse engineer, modify, decrypt, extract, disassemble or decompile the Software (except strictly to the extent that the Customer is permitted to do so under applicable law in circumstances under which Hero is not lawfully entitled to restrict or prevent the same), including in order to: (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions or graphics of the Hero App; (iii) copy any ideas, features, functions or graphics of the Hero App; (e) upload, store, post, email, transmit or otherwise make available any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, inciting violence or hatred, blasphemous, discriminatory (on any ground), knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited as set out in any acceptable use policy published online through the Service, as updated by Hero from time to time (“Prohibited Content“).
2.4 The Customer shall be responsible for all access to and use of the Hero App. The Customer acknowledges and agrees that the Customer will be solely responsible for all activities carried out through the Hero App. The Customer shall promptly notify Hero upon becoming aware of any unauthorised access to or use of the Hero App and provide all reasonable assistance to Hero to bring an end to such unauthorised access or use.
2.5 The Customer understands that the Hero App and/or Software may include security components that permit digital materials to be protected, and that use of these materials is subject to content providers who provide content to the Hero App. The Customer may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorised reproduction, publication, further distribution or public exhibition of the Hero Content, in whole or in part, is strictly prohibited.
3. Support Services
3.1 Hero will provide email support only. Hero shall issue modifications of the Software where appropriate by way of a local fix or patch of the Software or another suitable solution in the absolute discretion of Hero. Hero shall not charge for any upgrades; however, Hero reserves the right to charge for any new release and/or new version in respect of the Software.
3.2 Hero shall not be obliged to support the Software if the Customer fails to maintain the Software at Hero’s specified release level unless otherwise agreed between the Parties in writing.
3.3 Hero shall have no obligation to provide support where faults arise from misuse or incorrect use of the Software, use of the Software in combination with equipment or software not designated by Hero for use with the Software, relocation or installation of the Software by anyone other than Hero, operator error and/or otherwise at the reasonable justification of Hero.
3.4 The Customer shall not be permitted to use an alternative company to support and/or maintain the Software.
4. Hero Warranties
4.1 Hero warrants that: (i) it shall use due care and follow highest professional standards in the provision of the Hero App; ( (ii) it shall provide the Hero App in accordance with all applicable laws and regulations (including, without limitation, Data Protections Laws); (iii) the use of the Hero App shall not infringe or violate any, copyrights, trade secrets, licences or other proprietary rights of any third party.
4.2 Hero shall use commercially reasonable endeavours to make the Hero App available except for: (i) planned maintenance and (ii) unscheduled maintenance performed outside normal business hours. Hero does not warrant that: (i) the use of the Hero App by the Customer will be uninterrupted or error free or (ii) that the information obtained by the Customer through the Hero App will meet the Customer’s requirements.
5. Customer Warranties
The Customer warrants that it shall (i) provide Hero with all necessary co-operation and access to all necessary information as may reasonably be required by Hero to provide the Hero App; (ii) not access, store, distribute or transmit any viruses; (iii) ensure always that its use of the Service is in accordance with applicable laws and regulations (including, without limitation, Data Protection Laws); (iv) obtain any necessary consents for its use of the Service; (v) not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service.
6. Fees and Invoicing
6.1 The billing relationship pursuant to this Terms and Conditions shall be handled by Shopify. Payment of the Fees shall made by the Customer to Shopify on a monthly recurring basis and in accordance with Shopify’s payment terms.
6.2 Regardless of where the Customer is located, the fees for the Services shall always be charged in US dollars.
6.3 Unless otherwise expressly provided in this Terms and Conditions, all amounts referred to in this Terms and Conditions are exclusive of value added tax (VAT) or other applicable sales tax which, where chargeable by Hero shall be payable by the Customer at the rate and in the manner prescribed by law.
7. Data Protection
7.2 Hero shall: (a) comply with and meet its obligations under the Data Protection Laws and its obligations with respect to the processing of Personal Data under this Terms and Conditions and in particular, without limitation, where the Data Protection Laws includes the GDPR, those obligations referenced in Article 28 of the GDPR; (b) process the Personal Data only on behalf of the Customer, only for the purposes of performing this Terms and Conditions and only in accordance with documented instructions contained in this Terms and Conditions or received from the Customer from time to time; (c) not otherwise modify, amend or alter the contents of the Personal Data or disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by the Customer; (d) implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. If requested by the Customer, Hero shall provide a written description of the technical and organisational methods employed by Hero for processing Personal Data (within the timescales reasonably required by the Customer); (e) provide reasonable assistance to the Customer in ensuring compliance regarding security of Personal Data and data protection impact assessments and prior consultations. Where the Data Protection Laws includes the GDPR, this shall include all provisions of Articles 32 to 34 (both inclusive) of the GDPR; (f) assist the Customer insofar as is possible to fulfil its obligations to data subjects pertaining to rights of such data subjects. Where the Data Protection Laws includes the GDPR, this shall include all data subject access rights in Chapter III of the GDPR; (g) not publish, disclose or divulge any of the Personal Data to any third party including, for the avoidance of doubt, the data subject itself unless directed to do so in writing by the Customer; (h) take reasonable steps to ensure the reliability of any of the Customer’s personnel who have access to the Personal Data; (i) ensure that only those of the Customer’s personnel who need to have access to the Personal Data are granted access to such Personal Data and only for the purposes of the performance of this Terms and Conditions and all of the Customer’s personnel required to access the Personal Data are informed of the confidential nature of the Personal Data, are under a contractual and/or statutory obligation to keep such Personal Data confidential; (j) promptly and without delay (but in any event within 24 hours of becoming aware of it) notify the Customer in writing of any unauthorised disclosure, loss, destruction, compromise, damage, alteration, or theft of Personal Data (including unauthorised access to or use of Customer’s systems or data, improper handling or disposal of data, theft of information or technology assets, and/or the inadvertent or intentional disclosure of Personal Data) or, where the Data Protection Laws includes the GDPR, any incident or set of events which may give rise to a personal data breach (as such term is defined under the GDPR); (k) promptly (taking into account any obligations upon the data controller specified in the Data Protection Laws, including relevant timelines) refer to the Customer any requests, notices or other communication from data subjects, the regulatory authority in the relevant local jurisdiction or any other law enforcement authority; (l)at the election of the Customer, delete or return all Personal Data to the Customer on termination or expiry of the Terms and Conditions and delete any existing copies of such Personal Data, unless applicable laws require retention by Hero of any Personal Data, in which case only such Personal Data may be retained strictly for the purposes of compliance with such applicable laws; and (m) Customer Data shall be periodically backed up by Hero, shall be retained by Hero for the duration of the Terms and Conditions and will be returned to the Customer upon request. All Customer Data shall be anonymised when stored on Hero’s servers; (n) Any Customer Data held by Hero at the date of termination of this Terms and Conditions shall, on prior written request, be transferred to the Customer or, at the Customer’s sole request deleted, within 30 days of such termination or as agreed between the Parties.
Each Party acknowledges that it or its employees may, in the course of performing their responsibilities under this Terms and Conditions, be exposed to or acquire information which is proprietary to or confidential to that Party or its affiliated companies or their clients or to third parties to whom that Party owes a duty of confidentiality. Any and all non-public information of any form obtained by a Party or its employees while providing or in receipt of the Hero App shall be deemed to be Confidential and Proprietary Information. Each Party agrees to hold such information in strict confidence and not to copy, record, reproduce (using any medium), sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of the Hero App to the Customer and to advise each of its employees who may be exposed to such Proprietary and Confidential Information of their obligations to keep such information confidential.
9. Intellectual Property
9.1 Nothing in this Terms and Conditions shall cause the ownership of any Intellectual Property Rights belonging to one Party to be transferred to the other.
9.2 Hero and/or its licensors shall, as between the Parties, remain the owner of all Intellectual Property Rights in Hero’s brands, trademarks and logos, the Product(s), the Service (including the Hero Content but excluding Customer Data and Customer Materials) and the Software. Except as expressly permitted by this Terms and Conditions, the Customer may not use any of Hero’s Intellectual Property Rights without Hero’s prior written consent.
9.3 The Customer acknowledges that it may create Intellectual Property Rights by improving or suggesting improvements of Software to Hero. Any and all improvements to the Software or Hero App developed by the Customer which result in the creation of Intellectual Property Rights shall be owned by Hero. The Customer hereby assigns any and all rights to such Intellectual Property Rights in respect of the Software or Hero App to Hero and waives its moral rights in respect thereof.
9.4 Each Party shall promptly bring to the attention of the other any improper or wrongful use of any Intellectual Property Rights of the other Party which comes to their notice.
9.5 The Customer and/or its licensors shall, as between the Parties, remain the owner of all Intellectual Property Rights including but not limited to the Customer Data, trademarks and logos and Customer Materials. The Customer grants Hero, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Data and Customer Materials only to such extent as is necessary to enable Hero to provide the Service to the Customer and to perform its obligations under this Terms and Conditions. The Customer warrants that the Customer owns the Customer Data and Customer Materials and/or is otherwise entitled to grant the foregoing licence. If this Terms and Conditions is terminated, the foregoing licence will terminate.
9.6 The Customer acknowledges that Hero has no control over any Customer Data and Customer Materials hosted as part of the provision of the Service and does not actively monitor the content of the Customer Data and Customer Materials. Hero shall as soon as reasonably possible notify the Customer if it becomes aware of any allegation that any Customer Data and/or Customer Materials may be infringing third party rights (“Infringing Material“). In the instance that Hero reasonably suspects that Customer Data or Customer Material is infringing third party rights it shall with prior written notice to the Customer remove Customer Data and/or Customer Materials from the Service.
9.7 Hero acknowledges and agrees that ownership of all rights in and to the Customer’s Intellectual Property Rights shall at all times be vested in and belong to the Customer and that usage accrues for the sole benefit of the Customer. Hero shall not knowingly do or cause or permit anything to be done which may endanger the Customer’s rights in and ownership of the Customer’s Intellectual Property Rights.
9.8 Subject to the Limitation of Liability below, the Customer shall indemnify Hero against all damages and legal costs finally awarded against Hero by a court of competent jurisdiction and/or amounts paid by Hero further to a final settlement approved by the Customer, together with associated legal fees reasonably incurred by Hero as a result of the Customer’s use of Infringing Material on the Service and the Customer’s or its Authorised Users’ breach of this Terms and Conditions and/or the Service infringes the Intellectual Property Rights of any third party.
10.1 The Customer shall indemnify and hold harmless Hero, its directors or employees, against any and all actions, claims, costs, expenses, damages, fines, penalties and any other liabilities (including reasonable legal fees) arising out of or in connection with: (a) a breach of the Customer’s obligations under Data Protections Laws; (ii) the Customer’s use of the Hero App.
10.2 This indemnity is subject to the indemnified Party promptly notifying the indemnifying Party of such a claim, allowing the indemnifying Party sole conduct of the defence, negotiation or settlement and providing all reasonable co-operation in relation to any claim.
11. Limitation of Liability
11.1 Hero shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of: (a) the use of the Hero App except for its normal intended purpose, (b) any adaptation or modification of the Hero App, or integration or combination with any other equipment, software, product or material not supplied by Hero, in each case carried out by anyone other than the Hero or without Hero’s express written consent; (c) any defect arising in any Product as a result of misuse, wilful damage, negligence on the part of anyone other than Hero, or any failure by the Customer to follow any instructions of Hero as to use (as provided by Hero and approved in writing by the Customer); (d) any Customer Data and/or Customer Materials; or (e) the continued use of a version or release of the Hero App after Hero has made an alternative version or release of the Hero App available to the Customer, to the extent that any claim in respect of which Hero would otherwise be obliged, under this Terms and Conditions, to indemnify would have been avoided by the use of such alternative version or release.
11.2 To the extent permitted by law, Hero shall have no liability to the Customer in connection with the Terms and Conditions (and for the avoidance of doubt including any indemnity liabilities) for any indirect, economic or consequential loss and damage and (ii) the total liability of Hero in connection with the Terms and Conditions for direct loss and damage, whether arising in tort (including negligence and strict liability), contract, or otherwise, shall not exceed £5,000.
11.3 Notwithstanding the aforesaid, no limitation, exclusion or restriction of liability under this Terms and Conditions shall apply to any liability arising out of either Party’s negligence, fraud, misrepresentation or wilful default.
12. Term and Termination
12.1 This Terms and Conditions shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, continue pursuant to the Shopify Terms of Service in relation to termination.
12.2 Either Party may terminate this Terms and Conditions, at any time, by giving the other written notice if the other: (a) materially breaches any term of this Terms and Conditions and it is not possible to remedy that breach; (b) materially breaches any term of this Terms and Conditions and it is possible to remedy that breach, but the other fails to do so within 14 days of being requested in writing to do so; or (c) becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an is order made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.
12.3 Without prejudice to the above, Hero may, in addition, and without liability, terminate this Terms and Conditions, or alternatively, may suspend access to and use of the Hero App where the Customer stops paying the Fees. In addition, without liability Hero may immediately terminate this Terms and Conditions in the event that the Customer terminates its Shopify Account.
12.4 Both Parties may in addition, and without liability, terminate this Terms and Conditions, or alternatively, by giving the other Party written notice if the breaching Party is in persistent or repeated breach of any of its obligations under this Terms and Conditions (whether or not it is the same obligation that is breached and whether or not such breaches are remedied).
12.5 In relation to suspensions under clause 12.3, access to the Service will be restored promptly after Hero receives payment in full and cleared funds.
12.6 Fees shall remain payable during any period of suspension notwithstanding that the Customer or some of the Authorised Users may not have access to the Service.
13. Consequences of termination
Upon termination of this Terms and Conditions for any reason: (a) the Customer shall immediately cease to access, and discontinue all use of the Hero App; (b) all amounts payable to Hero by the Customer shall become immediately due and owing; (c) Fees shall only be payable until the point of termination, however, where Fees are paid in advance there shall not be any refund.
14.1 This Terms and Conditions does not confer any rights on any person or party (other than the Parties to this Terms and Conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
14.2 Any notice given to a Party under or in connection with this Terms and Conditions shall be in writing and shall be: a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or b) sent by email to [ ].
14.3 Any notice shall be deemed to have been received: a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
14.4 Clauses 14.2 and 14.3 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
14.5 This Terms and Conditions constitutes the entire Terms and Conditions between the Parties in relation to their subject matter and replaces and supersedes all other Terms and Conditions, written or oral with respect to its subject matter. Each Party acknowledges that it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Terms and Conditions or not) relating to the subject matter of this Terms and Conditions other than as expressly set out in this Terms and Conditions.
14.6 No variation of this Terms and Conditions shall be effective unless it is in writing and agreed between the Parties.
14.7 This Terms and Conditions and any non-contractual obligations arising out of or in relation to this Terms and Conditions shall be governed in all respects by English law and the Parties agree that the English courts shall have exclusive jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with this Terms and Conditions including any non-contractual obligations arising out of or in connection with this Terms and Conditions.