Terms of Use

These Terms of Use (this “Agreement”) govern the use of the services offered by Help U, LLC (dba HireOwl; “HireOwl” from here on) at the www.HireOwl.com web site (such services and web site together are hereinafter referred to as the “Platform”).

Your use of the Platform constitutes your acceptance of and agreement to all of the terms and conditions in this Agreement as well as the Privacy Policy located on the web site (which such Privacy Policy is hereby incorporated into this Agreement by this reference). If you object to anything in this Agreement, you are not permitted to use the Platform.

From time to time, we will change this Agreement by posting on the web site a revised or updated version of these Terms of Use and/or the Privacy Policy. Such revisions to this Agreement will be effective immediately upon posting. You are responsible for reviewing the most current version of these Terms of Use and/or the Privacy Policy before using the Platform to ensure that you agree to any revisions to this Agreement. If at any time you do not agree to the revisions we make to this Agreement, you should immediately stop accessing or using the Platform in any manner whatsoever. By continuing to use the Platform after we post any such changes, you accept this Agreement, as modified. You further agree that these methods of providing notice and acceptance of changes or revisions to this Agreement are reasonable.

1. To be eligible to use the Platform, you represent and warrant that you: (1) are eighteen (18) years of age or older; (2) are not currently restricted from the Platform, or not otherwise prohibited from having an account with us, (3) are not a competitor of ours and are not using the Platform for reasons that are in competition with us; (4) will only maintain one account with us at any given time (although you can delete an account and subsequently register for a new one, as long as you have only one active account at a time); (5) have full power and authority to enter into this Agreement with us and to be bound thereby and doing so will not violate any other agreement to which you are a party; (6) agree to provide at your cost all equipment, software, and internet access necessary to access and use the Platform; and (7) have a valid, working email address.

2. HireOwl does not make any representations or warranties with respect to, nor does it assume any responsibility for, the accuracy or reliability of any information on the Platform.

3.The Platform is designed to connect individuals, businesses, and other organizations seeking to obtain services ("Customers") and individuals seeking to provide services ("Students" and together with Customers, “Users”). Those specific services requested by Customers which are to be performed by Students are referred to in this Agreement as “Jobs.” Users of the Platform contract for Jobs directly with other Users and HireOwl facilitates these contracts by supplying a medium for the exchange of money. HireOwl will not be a party to any contracts for Jobs or other services. You agree that no joint venture, partnership, employment or agency relationship exists between you and us (or our affiliates or licensors) as a result of this Agreement or your use of our Platform, whether as a Customer, a Student, or both. Furthermore, in the event that you have a dispute with one or more Users, you hereby release HireOwl (and our officers, directors, agents, investors, subsidiaries, employees, affiliates and licensors) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

4. HireOwl’s Platform uses a proprietary algorithm to match Jobs and Studentsbased on numerous factors including, without limitation, location, skill criteria, specific interests, and equipment requirements. Notwithstanding the foregoing, HireOwl does not take any part in the interaction between Users beyond the facilitation of direct messages and does not have complete control over any aspect of any Job posted on the Platform, including, without limitation, the legality, timing, quality or performance or nonperformance thereof. As such, HireOwl makes no representations about any aspect of the Jobs requested and provided by Users on the Platform, whether in public, private, or offline interactions.

5. A valid credit card is required in order to view applicants’ complete profiles when posting a Job on the Platform. A hold is placed on the card in order to view profile information. Full payment is processed at the end of a completed Job. When a Job is marked complete by the Customer on the Platform, the Student will have the ability to dispute this designation before the Job is automatically marked complete in the system database, the Customer’s credit card is charged, and the Student is paid the agreed upon amount. HireOwl charges a $15 cancellation fee for any confirmed Job that is canceled by a Customer within 24 hours of the scheduled appointment. Should a given Job require specialized equipment which the applicable Customer is not able to provide, the cost of obtaining such equipment shall be included in the calculation of the agreed upon price for such Job and as such shall be borne by the Customer. All payments for completed Jobs must be paid through the Platform. Any payments paid in cash outside of the Platform are NOT subject to refunds. Any reimbursement expenses that are incurred by a Student in connection with the completion of a Job may, however, be paid in cash offline or through the Platform.

6. We offer various forums and blogs on the Platform where you can communicate with other Users. Ideas you post and information you share may be seen and used by other Users, and we cannot guarantee that other Users will not use the ideas and information that you share on our Platform. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to our Platform. WE ARE NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY COMMUNITY FORUM, MESSAGE BOARD, OR OTHER COMMUNICATION FACILITY ON OUR WEB SITE.

7. You are solely responsible for your interactions with other Users. We may limitthe number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Platform or otherwise limit your use of the Platform. We reserve the right, but have no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if we determine, in our sole discretion, that doing so is necessary to enforce this Agreement. You hereby agree that you will not hire or otherwise engage to perform services on your behalf, or be hired by or otherwise be engaged to perform services by, other Users outside of the Platform.

8. You are responsible for ensuring that your use of our Platform complies with all laws directly or indirectly applicable to you or us. HIREOWL IS NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY COMMUNITY FORUM, MESSAGE BOARD OR OTHER COMMUNICATION FACILITY ON OUR WEB SITE, IN WAYS THAT DO NOT COMPLY WITH ANY APPLICABLE LAW.

9. In connection with using our Platform, you agree that you will: Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements; Provide accurate information to us and update it as necessary; Review and comply with notices sent by us concerning the Platform and our operation thereof; and Use the Platform in an honest, respectful and professional manner

10. In connection with using our Platform, you agree that you will not: Act dishonestly or unprofessionally by engaging in unprofessional behavior or by posting inappropriate, inaccurate, or objectionable content to our Platform; Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on our Platform (excluding Content posted by you) except as permitted in this Agreement or as expressly authorized by us; Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used in connection with the Platform, or any part thereof; Include information in your profile or elsewhere, except in designated fields, that is confidential in nature or that reveals your identity or sensitive personal information such as an email address, phone number or address; Create a user profile for anyone other than a natural person; Utilize information, content, or any data you view on and/or obtain from our Platform to provide any service that is competitive, in our sole discretion, with our Platform or our business; Imply or state, directly or indirectly, that you are affiliated with or endorsed by HireOwl, unless you have entered into a written agreement with us to that effect; Adapt, modify or create derivative works based on our Platform or the technology underlying our Platform, or other Users’ content, in whole or part; Rent, lease, loan, trade or sell/re-sell access to our Platform or any information therein, or the equivalent, in whole or part; Deep-link to our Platform for any purpose, (i.e. including a link to one of our web pages other than our home page) unless expressly authorized in writing by us; Use manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape,” “crawl” or “spider” our Platform; Use bots or other automated methods to add or download contacts, send or redirect messages, or perform other permitted activities; Repeatedly access, via automated or manual means or processes, our Platform for purposes of monitoring its availability, performance or functionality, or for any competitive purpose; Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of our Platform; Attempt to or actually access our Platform by any means other than through the interfaces provided by us; Attempt to or actually override any security component included in or underlying our Platform; Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications to other Users or our personnel, attempts to gain unauthorized access, or transmission or activation of computer viruses; Remove any copyright, trademark or other proprietary rights notices contained in or on our Platform;Remove, cover or otherwise obscure any form of advertisement included on our Platform; Harass, abuse, or harm another person, including sending unwelcome communications to others using our Platform;Collect, use, or transfer any information, including but not limited to, personally identifiable information obtained from our Platform except as expressly permitted in this Agreement or as the owner of such information may expressly permit;Share information of non-Users without their express consent; Interfere with or disrupt our Platform, including but not limited to any servers or networks connected to our Platform;Upload a cartoon, symbol, drawing or any content other than a head-shot photograph of yourself in your profile photo (if applicable); Use or attempt to use another's account without our authorization, or create a false identity on our Platform;Infringe or use our brand, logos and/or trademarks, including, without limitation, using the name “HireOwl” in conjunction with a similar type of business, “HireOwl.com,” or words likely to be confused with those words, in any business name, email, or URL, except as expressly permitted by us in writing. You agree to not upload, post to the Platform, email, transmit or otherwise make available or initiate any content that:A. Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;B. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;C. Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by us);D. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); E. Infringes upon patents, trademarks, trade secrets, copyrights, or other proprietary rights; F. Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (i) using our Platform to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (ii) using our Platform to connect to people who don’t know you and then sending unsolicited promotional messages to those connections without their permission; and (iii) sending messages to distribution lists, newsgroup aliases, or group aliases;G. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of ours or any User; and/orH. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through our Platform.I. Participate, directly or indirectly, in the setting up or development of a network that seeks to create a pyramid scheme or other similar practice.

11. To log onto our web site, you will need a user name and password that you will supply when you register to use our Platform. Registering for a user name and password requires a valid, working email address. You are responsible for maintaining the security and confidentiality of your user name and password, and all activities (whether by you or by others) with respect to the Platform that occur under your user name or password. You are also liable for all charges, damages, and losses incurred or suffered by you and/or by us as a result of your failure to maintain the confidentiality of your user name and password. We are not liable for any harm or loss caused by or related to the theft or disclosure of your user name and password, or your authorization to allow another person to access and use the Platform with your user name and password. You agree to notify us immediately of any unauthorized use of your user name and password, the need to deactivate your user name and password due to security concerns, or any other breach of security. You must ensure that you log out of your account at the end of each session.

12. Our Platform may contain hyperlinks or other connections to websites operated by persons or entities other than us, including, without limitation, those of our licensors or advertisers. We do not control those websites and are not responsible for them, their availability, content, or any viruses that may be accessed through them. Our inclusion of hyperlinks or other connections to such websites does not imply any endorsement of the material on them or any association with their owners or operators. You are responsible for evaluating whether you want to access or use a third party website. You should review any applicable terms and/or privacy policies of a third party website before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not. We are not responsible for and do not endorse any features, content, advertising, products or other materials on or available from a third party website. Accordingly, if you decide to access a third party website, you do so at your own risk and agree that your use of any such website is on an “as is” basis without any warranty, and that this Agreement does not apply to your use of any third party website. We have no responsibility whatsoever for the activities of our Users or our licensors or advertisers or their respective hiring, recruiting, or other practices (or any of the information posted or downloaded by them on or from our Platform). Nothing on our Platform shall be deemed to be an endorsement, representation, or warranty with respect to any licensor or advertiser or other third person or entity, whether in regard to its website, products, services, or otherwise.

13. By submitting (e.g., uploading) any message, information, data, text, software, images, or other materials ("Content") to the Platform, you automatically grant HireOwl a royalty-free, perpetual, irrevocable, non-exclusive, fully paid up, transferable right and license to use, reproduce, modify, adapt, publish, distribute, translate, communicate to the public, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide, or to incorporate it in other works in any form, media, or technology now known or later developed (for the full term of any rights that may exist in such Content), without restriction or compensation, and to grant and authorize sublicenses thereof. In addition, you warrant that you have waived all so-called "moral rights" in the Content. HireOwl and its designees shall have the right, but not the obligation, in their sole discretion to edit, refuse to post, or remove any Content posted on the Platform that violates this Agreement or is otherwise objectionable. By providing Content to the Platform, you represent and warrant that (1) you own the Content, (2) you are entitled to submit it to us and (3) the Content is accurate, truthful, not confidential, and not in violation of any contractual restrictions or other third party rights.

14. The very nature of the service we provide requires that we gather, process, use, and distribute information that you provide directly (for example, name, physical address, e-mail address, resume, and credit card information), as well as information regarding the manner in which you use our Platform. We cannot guarantee that your information will be prevented from being viewed by any particular person or entity. Our Privacy Policy governs our treatment of information that you provide to us. If you have directly submitted information and would like us to remove it from its database, you should contact us at the email address or phone number listed in the Contact Us section of our web site, and we will use reasonable efforts to delete your information from our then existing files. You acknowledge, consent, and agree that we may access, preserve, and disclose your registration information, your profile and any other information you provide to us if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary in our opinion to: (i) comply with legal process, including but not limited to civil and criminal subpoenas, court orders or other compulsory disclosures; (ii) enforce this Agreement; (iii) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (iv) respond to customer service inquiries; or protect the rights, property, or personal safety of HireOwl, our Users or the public. We very much appreciate hearing from you and welcome your comments regarding our Platform, and we are happy to consider creative ideas, suggestions, inventions or materials other than those we have specifically requested. Please keep in mind, however, that if you send us creative suggestions, ideas, drawings, concepts, inventions or other information (collectively, a “Submission”), such Submission shall immediately become our property. The Submission shall not be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. We shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or to any other person.

15. We are under no obligation to monitor the information residing on or transmitted through our Platform. However, you agree that we may monitor content on our Platform (1) to comply with any applicable laws, regulations or other government requests; (2) to operate our Platform properly or to protect us and/or our licensors or advertisers; and (3) for such other purposes as we deem reasonably necessary or appropriate from time to time. We reserve the right to modify, reject or eliminate any information residing on or transmitted to our Platform that we believe is unacceptable or in violation of this Agreement.

16. Customers are obligated to pay for the services performed by Students that are facilitated by the Platform, unless specifically notified otherwise. Customers pay at the end of a completed Job transaction. For all purchases and payments for reimbursement costs, fees, or expenses associated with a Job, HireOwl will charge your credit card according to the amount agreed upon between you and HireOwl for the use of the services of the Platform, and you hereby authorize us to charge your credit card for such amounts. HireOwl retains the right, in its sole discretion, to place a hold on any payment for a completed Job transaction. No refunds or credits will be provided once the Customer’s credit card has been charged. At HireOwl’s sole discretion, refunds or credits may be granted in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by HireOwl. While HireOwl will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold HireOwl harmless for any damages that may result therefrom. HireOwl will use third party services to process credit card information. For further information regarding that service, please contact HireOwl to request information about HireOwl’s credit card processing providers. You will be liable for all transaction taxes on the services provided under this Agreement (other than taxes based on HireOwl’s income).

17. HireOwl is not an employment service and does not serve as an employer of any User. As such, HireOwl will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, worker’s compensation, social security, or payroll withholding tax in connection with your use of Users’ services. You understand and agree that if HireOwl is found to be liable for any tax or withholding tax in connection with your use of Users’ services, then you will immediately reimburse and pay to HireOwl an equivalent amount, including any interest or penalties thereon.

18. HireOwl may terminate or suspend your right to use the Platform at anytime for any or no reason by providing you with notice, including electronic notice, of such termination, and termination will be effective immediately upon delivery of such notice. If HireOwl terminates or suspends your right to use the Platform, you will not be entitled to any refund of unused balance in your account. In addition to terminating or suspending your account, HireOwl reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Platform is terminated or suspended, this Agreement will remain enforceable against you. You may terminate this Agreement at any time by ceasing all use of the Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

19. All of the design, text, and graphics of our Platform, as well as the selection and arrangement thereof, are proprietary to Help U, LLC, All Rights Reserved. The Platform images and text, and all page headers, graphics, HTML based computer programs used to generate pages on the Platform, and icons are our trademarks, service marks and/or trade dress, and may not be used without our prior written permission. All uses thereof inure to our benefit. All other are the property of their respective owners. You may not use the Platform or any portion thereof to create or re-create a similar or competing service. Any use of the content of the Platform not expressly permitted by this Agreement, or permitted in writing by us prior to your use, is a breach of this Agreement and is strictly prohibited. Our Platform contains material that is protected by the copyright, trademark and other intellectual property laws of the United States and foreign countries. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material, including code and software, from our Platform, except as expressly set forth above. ANY UNAUTHORIZED OR UNAPPROVED USE OF ANY OF THE CONTENT OF THE PLATFORM, OR THE TRADEMARKS SET FORTH THEREIN, CONSTITUTES COPYRIGHT AND/OR TRADEMARK INFRINGEMENT AND SUBJECTS YOU TO ALL CIVIL AND CRIMINAL PENALTIES PROVIDED UNDER UNITED STATES AND INTERNATIONAL LAWS AND TREATIES. Any unauthorized use by you of our intellectual property may lead us to revoke your access to our Platform.

20. If you believe, in good faith, that any materials on the Platform infringe upon your copyrights, please send the following information to HireOwl’s Trademark Agent at: Boag Law, PLLC, 175 Varick St., New York, NY 10014: A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Platform where the material you claim is infringed is located. Include enough information to allow HireOwl and/or Boag Law to locate the material, and explain why you think an infringement has taken place; A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; Your address, telephone number, and e-mail address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

21. HireOwl reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Platform or any content or information on the Platform with or without notice. HireOwl will not be liable to any party for any modification or discontinuance of the Platform.

22. USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER HIREOWL NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THE SERVICE WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY OR SERVICE, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE SERVICE. NEITHER HIREOWL NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. NEITHER HIREOWL NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, BETWEEN USERS. NEITHER HIREOWL NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. HIREOWL AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.

23. YOU AGREE NOT TO HOLD HIREOWL, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY), ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY HIREOWL OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL HIREOWL, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT HIREOWL OR ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS IS LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO HIREOWL DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE.

24. HireOwl is based in New York, New York in the United States of America. We make no representation that our Platform is appropriate or may legally be viewed in the nation, state, province or other jurisdiction in which you reside, do business, or are incorporated or organized, and access to the Platform is prohibited from jurisdictions where the Platform, or its content, is illegal. Those who choose to access the Platform do so on their own initiative and are responsible for compliance with applicable laws. If you access the Platform from outside the United States of America, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

25. You agree to defend, indemnify and hold us, our officers, directors, employees, members, agents, affiliates, and licensors harmless from and against all claims, charges, investigations, actions or demands, liabilities and settlements, including without limitation our losses, costs, damages and reasonable legal and accounting fees (collectively, the “Indemnified Claims”), resulting from, or alleged to result from: (1) your breach of this Agreement; (2) any Content or other material you provide to our Platform, (3) your use of our Platform, (4) your violation of any applicable law, regulation, rule or order pertaining to your use of our Platform; (5) your unauthorized or unlawful use of our Platform; (6) any activity in which you engage in or through our Platform; or (7) the unauthorized or unlawful use of our Platform by any other person using your user name and password. We will use reasonable efforts to provide you with prompt notice of any such Indemnified Claims, and may assist you, at our expense and option, in defending any such Indemnified Claims.

26. You agree that with respect to any suit, action or proceeding arising out of or in connection with any dispute with us, including without limitation any claim involving us or our affiliates, licensors, subsidiaries, employees, members, officers, or agents: (1) you will submit to the jurisdiction of the state and federal courts of New York, New York, and (2) you irrevocably waive any objection that you may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such court; irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; and irrevocably waive the right to object, with respect to any such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over you. You agree that this Agreement, as well as any suit, action or proceeding arising out of or in connection with any dispute with us, including without limitation any claim involving us or our affiliates, subsidiaries, employees, members, officers, directors, and agents, shall be governed by and construed in accordance with the laws of the State of New York in all matters, without regard to its provisions regarding conflicts of law and the United Nations Convention for the International Sale of Goods.

27. No independent contractor, agency, partnership, joint venture, employeremployee or franchiserfranchisee relationship is intended or created by this Agreement.

28. Failure by HireOwl to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and HireOwl with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will inure to the benefit of HireOwl, its successors, and assigns.

29. Payment processing services for Employer and Students on HireOwl (Help U, LLC) are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Terms of Use or continuing to operate as Employer and Students on HireOwl (Help U, LLC), you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of HireOwl (Help U, LLC) enabling payment processing services through Stripe, you agree to provide HireOwl (Help U, LLC) accurate and complete information about you and your business, and you authorize HireOwl (Help U, LLC) to share it and transaction information related to your use of the payment processing services provided by Stripe.