Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Operator, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
Your Heii On-Call Account. If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. Operator may change or remove any content or description or data that it considers inappropriate or unlawful, or otherwise likely to cause Operator liability. You must immediately notify Operator of any unauthorized uses of your account or any other breaches of security. Operator will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
Your Content. If you submit any data or content on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, collectively "Content"), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, audio, video, computer software, on-call rotations, names, schedules, configurations, URLs, or other data. We do not claim ownership of your Content, but this Agreement does grant us the limited rights necessary to run our service.
By making Content available, you represent and warrant that:
By submitting Content to Operator for inclusion on the Website, you grant Operator a world-wide, royalty-free, irrevocable, and non-exclusive license to reproduce, modify, adapt and publish the Content for the purpose of displaying, distributing, and making it available for use by our products and services, and for any associated incidental copying of said Content. You grant Operator permission to collect and publish analytics and metadata about your Content and your use of the Operator software. If you delete Content, Operator will use reasonable efforts to remove it from being visible on the Website, but you acknowledge that caching, backups, or other references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, Operator has the right (though not the obligation) to, in Operator's sole discretion (i) refuse or remove any Content that, in Operator's reasonable opinion, violates any Operator policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Operator's sole discretion. Operator will have no obligation to provide a refund of any amounts previously paid.
Responsibility of Website Visitors. Operator has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, Operator does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Operator disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
Acceptable Use Policy. You may not use the Website for any unlawful or abusive purpose. Prohibited activities include, but are not limited to: using the Website to access any network or system without permission; intentional interference, such as attempting to overload a remote system; avoiding system restrictions, such as IP-based blocks or rate limits; vulnerability testing; excessive use of shared Website resources. You are responsible for violations of this policy by anyone using your account with your permission or on an unauthorized basis. We reserve the right, but have no obligation, to investigate any suspected misuse of Website, and terminate or deny access to your account. In connection with such investigations, we may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing, reviewing and preserving appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this policy.
Premium Accounts. Operator offers certain paid plans that enable additional features and capabilites of the Heii On-Call software. Paid users of the Website are a "Customer" of Operator.
Changes. Operator reserves the right, at its sole discretion, to modify or replace any part of this agreement. It is your responsibility to check this agreement periodically for changes. Your continued use of or access to the website following the posting of any changes to this agreement constitutes acceptance of those changes. Operator may also, in the future, offer new services and/or features through the Website (including the release of new features, products, services, and resources). Such new features and/or services shall be subject to the terms and conditions of this agreement.
Termination. Operator may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. All provisions of this agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Suggestions. While we appreciate it when users send us feedback, we may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions that users send Operator or post in public forums, chats, or discussions without any obligation to users.
Customer List. Operator may include your name and organization in a list of Heii On-Call users and customers on the Heii On-Call website or in other materials.
Disclaimer of Warranties. The website is provided "as is". Operator and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Operator nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk. In any dispute with us, your sole remedy is to stop using your account and cancel any fee-based services.
Operator makes no warranty that access to the Website will be uninterrupted, error-free, timely, secure, or will operate at any particular speed or frequency. Operator makes no guarantees as to availability of the service with respect to scheduled or unscheduled downtime. Operator makes no guarantees as to the uptime of our Application Programming Interface or servers. Operator makes no guarantees as to the reliability or timeliness of delivering notifications or alerts. You understand that all network-connected services are inherently unreliable and will suffer from both predictable and unpredictable downtime. Your use of the service is on an "as-is" basis. Customers requiring service availability guarantees may contact us for details and pricing information.
Operator assumes no liability for your use of the Website and its positive or negative impact on the availability, reliability, or uptime of your own website, business, product, services, or APIs. To minimize the risks associated with your application, you should provide adequate design and operating safeguards. The use of the Website for safety-critical applications, such as life support, medical devices, nuclear control systems, or any system where failure could reasonably be expected to cause personal injury or death, is not authorized under this Terms of Service. You represent that you have the necessary expertise in the technical, safety, and regulatory ramifications of any software or systems you construct based on the Website, and you acknowledge and agree that You are solely responsible for all technical, legal, regulatory, and safety-related requirements concerning said applications.
Limitation of Liability. In no event will Operator, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Operator under this agreement during the twelve (12) month period prior to the cause of action. Operator shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
Indemnification. You agree to indemnify and hold harmless Operator, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
Jurisdiction. You agree that the laws of the State of California govern this contract and any claim or dispute that you may have against us, without regard to California's conflict of laws rules. You further agree that any disputes or claims that you may have against us reside in and will be resolved by a state or federal court located in Sam Mateo County, California, and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of ligitating any such claim or action. Please note that by agreeing to these Terms of Service you are: (1) waiving claims that you might otherwise have against us based on the laws of other jurisdictions, including your own; (2) irrevocably consenting to the exclusive jurisdiction of, and venue in, state or federal courts in the state of California over any disputes or claims you have with us; and (3) submitting yourself to the personal jurisdiction of courts located in the state of California for the purpose of resolving any such disputes or claims.
Miscellanous. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.Last updated Mar 14th 2023