Henoscene Terms of Service
This policy was last reviewed and updated: 28th September, 2023
These Henoscene Terms of Service (“Terms”) apply to your access to and use of the website located at henoscene.com (or any successor links) and all associated web pages, websites, and social media pages (the “Site”) and any online services made available through the Site (including the Site, together the“Services”) as further described in Section 1, to the extent provided by or on behalf of Henoscene by IncOperate Inc. with a registered office at 1070 S Holt Ave Suite 305 Los Angeles CA, 90035 (“Henoscene”, “we”, “our” or “us”). If you do not agree to these Terms, do not use any Services. If you are a Maestro or Brand (each as defined below), your access to and use of the Services is also governed by the Commercial Terms (as defined below).
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION IN SECTION 19. BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 19, (II) WHERE YOU EXERCISE YOUR RIGHT TO OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 19, OR (III) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND HENOSCENE WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If you do not agree to these Terms, do not use our Services.
We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.
- Changes to these Terms
- Modifying or Terminating Our Services
- Eligibility and Use Restrictions
- Henoscene Account. In order to access or use some of our Services, you must have, or create, an account on the henoscene.com website (each, a “Henoscene Account”). You must maintain your Henoscene Account in good standing, meaning that it has not been suspended or removed and is not otherwise in violation of these Terms. As part of the account creation process, you may be required to provide personal information or documentation. We may require you to provide information or documentation at other times, as well, and reserve the right to suspend your access to the Services until you provide the requested information or documentation. We may also require identity verification and utilize other screening processes with respect to you or actual or attempted use of the Services. You represent that all information and documentation that you provide is true and accurate and further represent and warrant that you will promptly update any information or documentation that you previously provided so that our records are complete and accurate at all times. Henoscene reserves the right to suspend or terminate your access to some or all of the Services should it determine, in its sole discretion, that any information or documentation provided by you is (or was at the time such information or documentation was provided) false, incomplete, inaccurate, misleading, or out of date.
- Age Restrictions. You must be 14 years of age or older to use our Services, except as otherwise set forth in the Commercial Terms. Users under 18 years of age (or the age of legal majority where the user lives) may only use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. The parent or legal guardian of a user under the age of 18 (or the age of legal majority) is fully responsible for the acts or omissions of such user in relation to our Services. If you are a parent or guardian and you believe that your child under the age of 18 is using our Services without your consent, please contact us at email@example.com. By using our Services, you affirm that you are of legal age to enter into these Terms or, if you are not, that you have obtained parental or guardian consent to enter into these Terms.
- Restricted Parties. In order to access or use our Services, you must not be:
- The direct or indirect target of any financial, economic or trade sanctions or export restrictions administered or enforced by the United States, including the Department of the Treasury's Office of Foreign Assets Control and the Department of Commerce's Bureau of Industry and Security, the United Nations Security Council, the European Union, the United Kingdom, or any jurisdiction whose laws Henoscene is required to comply with (collectively, “Sanctions”);
- Located, organized, or a resident or national of a country, jurisdiction, or region that is the subject of geographic-based Sanctions, currently including Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People's Republic and the Luhansk People's Republic regions of Ukraine; or
- Otherwise subject to Sanctions.
- Use and Sharing. You may only use our Services that do not require a Henoscene Account for personal, family or household purposes and expressly excluding any commercial use. You may not share or otherwise permit any third party to use, or use on behalf of any third party, any Services.
- Your Information
- Account. You may not share or permit others to use your individual account credentials. You will promptly update any information contained in your Henoscene Account if it changes. You may register for only one Henoscene Account. By registering or using a Henoscene Account you agree and represent that you have created your Henoscene Account and you will use your Henoscene Account only for yourself, and not on behalf of any third party. We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.
- Security. You are solely responsible for maintaining the security of your Henoscene Account and control over any usernames, passwords, or any other codes that you use to access your Henoscene Account or any Services. You are responsible for monitoring your Henoscene Account and the use of your account credentials (including unauthorized activities). You must maintain the security of your account, as applicable, and promptly notify us if you discover or suspect that someone has accessed your Henoscene Account without your permission. You are responsible for anything that happens on or through your Henoscene Account – with or without your permission. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, HENOSCENE IS NOT RESPONSIBLE FOR ANY LOSS OR ACTIVITY THAT RESULTS FROM THE UNAUTHORIZED USE OF YOUR HENOSCENE ACCOUNT.
- User Content
- Our Services may allow you and other users to create, post, store, and share content, including reviews, messages, text, images, graphics, photos, portraits, videos, sounds, tags, works of authorship, applications, links, Impact Campaigns, and other materials as well as other materials incorporating your name, image, voice, likeness, persona, and other identifying materials (collectively, “User Content”). When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.
- Except for the license you grant below, as between you and Henoscene, you retain all rights in and to – in other words, you own – your User Content, excluding any portion of the Services included in or associated with your User Content. You hereby grant to Henoscene, its subsidiaries and affiliates, and the Maestro or Brand and Impact Partner associated with the Impact Campaign you participate in, a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation of any kind to you or any third party, for the purpose of operating, marketing, and describing the Impact Campaign to which you submitted your User Content. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory. We will use reasonable efforts to give you attribution when we display your User Content and, where appropriate and with your permission, we will tag your social media handle.
- You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any rights of publicity or privacy, intellectual property rights, or other proprietary rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that:
- Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, misleading, inaccurate, dishonest or impossible;
- Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
- May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
- Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
- Impersonates, or misrepresents your affiliation with, any person or entity;
- Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
- Contains any private or personal information of a third party without such third party’s consent;
- Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
- In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Henoscene or others to any harm or liability of any type.
- Enforcement of this Section 7 is solely at Henoscene’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 7 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.
- We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may:
- Delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including without limitation for any violations of applicable law or these Terms;
- Terminate or suspend your access to all or part of the Services, temporarily or permanently, if your User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms;
- Take any action with respect to your User Content that is necessary or appropriate, in Henoscene’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect Henoscene’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
- As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.
- Prohibited Conduct
- You will not use our Services if you are not eligible to use our Services in accordance with Section 4 and will not use our Services other than for their intended purpose. Further, you will not, in connection with our Services:
- Violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort;
- Engage in any harassing, threatening, intimidating, predatory, or stalking conduct (including by sending unsolicited communications to Brands or Impact Partners);
- Use or attempt to use another user’s account or information without authorization from that user and Henoscene;
- Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Sell or resell our Services;
- Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
- Violate (or help or encourage others to violate) the US Foreign Trade Commission’s Endorsement Guidelines;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
- Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file and only to compile for search results, provided that Henoscene grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Henoscene reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
- Develop or use any applications or software that interact with our Services without our prior written consent;
- Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
- Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Henoscene;
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms; or
- Use our Services in a manner that causes Henoscene to violate any applicable law.
- Enforcement of this Section 8 is solely at Henoscene’s discretion, and failure to enforce this Section in some instances does not constitute a waiver of our right to enforce it in other instances.
- Account Suspensions or Terminations
- Ownership; Limited Right to Access
- Repeat Infringer Policy; Copyright Complaints
- Our Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others (our“DMCA Policy”).
- Reporting Claims of Copyright Infringement. If you believe that any content on our Services infringe any copyright that you own or control, you may notify Henoscene’s designated agent (your notification, a “DMCA Notice”) as follows:
Designated Agent: Henoscene Designated Agent
Address: 1070 S Holt Ave Suite #305 Los Angeles, CA 90035
Telephone Number: (323) 305-4172
Email Address: firstname.lastname@example.org
Please see Section 512(c)(3) of the DMCA for the requirements of a proper notification. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your notice may not be effective. If you knowingly materially misrepresent that any activity or material on our Services is infringing, you may be liable to Henoscene for certain costs and damages.
- Third-Party Content
- Our Services rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, internet of things (IoT) platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (a) the use and availability of the Services is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate.
- Specifically, certain items of independent, third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software
- We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively,“Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
- We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials). You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.
- Limitation of Liability
- To the fullest extent permitted by applicable law, Henoscene and the other Henoscene Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive, or special damages or lost profits, even if Henoscene or the other Henoscene Parties have been advised of the possibility of such damages.
- The total liability of Henoscene and the other Henoscene Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to $100
- The limitations set forth in this Section 17 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Henoscene or the other Henoscene Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
- Disputes with Others
- Dispute Resolution; Binding Arbitration
- Claims This Section Applies To. The dispute resolution and binding arbitration terms in this Section 19 apply to all Claims between you and Henoscene. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Henoscene, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to this Agreement or our Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.
- Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Henoscene or if Henoscene has a Claim against you, you and Henoscene will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Henoscene will make a good-faith effort to negotiate the resolution of any Claim for thirty (30) days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with this Agreement.
- You will send any Claimant Notice to Henoscene by certified mail addressed to Henoscene, 1070 S Holt Ave Suite #305 LA, CA 90035 or by email to email@example.com. Henoscene will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Henoscene. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought.
- The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Henoscene cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Henoscene file a Claim in court or proceed to arbitration without complying with the requirements in this Section 19, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.
- The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.
- Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or Henoscene, including any disputes in which you or Henoscene seek injunctive or other equitable relief for the alleged unlawful use of your or Henoscene’s intellectual property or other infringement of your or Henoscene’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 19(b)will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
- Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by National Arbitration and Mediation (“NAM”), https://namadr.com, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”) and according to NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time the Claim arose (the“Rules”), as modified by this Agreement.
If NAM notifies the parties in writing (email suffices) that it is not available to arbitrate any Claim, then that Claim may only be settled by binding individual arbitration conducted by American Arbitration Association (“AAA”), https://www.adr.org. For Claims that must be arbitrated by AAA, if you are a “Consumer”, meaning that you only use the Services for personal, family or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the Rules applicable to Claims between you and Henoscene as modified by this Agreement. For Claims that must be arbitrated by AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Henoscene as modified by this Agreement.This Agreement affects interstate commerce, and the enforceability of this Section 19 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Henoscene to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).
- Arbitration Procedure and Location. You or Henoscene may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with NAM in accordance with the Rules (or with AAA in accordance with the Rules if applicable pursuant to Section 19(d)). Any in-person appearances will be held in New York County, New York.
Instructions for filing a demand for arbitration with NAM are available on the NAM website or by calling NAM at 800-358-2550, and instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Henoscene by certified mail addressed to Henoscene, 1070 S Holt Ave Suite #305 LA, CA 90035 or by email to firstname.lastname@example.org. Henoscene will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Henoscene.
The arbitration will be conducted by a single arbitrator in the English language. You and Henoscene both agree that the arbitrator will be bound by this Agreement.
For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in New York, New York, unless the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in the claimant’s state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.
The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Henoscene agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.
- Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and this Agreement.
- Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the defending party, including any attorney’s fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution.
- Offers of Settlement. Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party did not accept, that party must pay all costs and fees—including arbitration, attorney, and expert fees—incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.
- One Year to Assert Claims. To the extent permitted by law, any Claim by you or Henoscene against the other must be filed within one year after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Henoscene will no longer have the right to assert that Claim.
- Confidentiality. If you or Henoscene submits a Claim to arbitration, you and Henoscene agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and Henoscene agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.
- Coordinated Filings. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered“Coordinated Claims” and will be treated as mass filings or multiple case filings according to the Rules, if and to the extent Coordinated Claims are filed in arbitration as set forth in this Agreement. You or Henoscene may advise the other of your or Henoscene’s belief that Claims are Coordinated Claims, and disputes over whether a Claim meets the definition of “Coordinated Claims” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable.
Coordinated Claims may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Coordinated Claims from the time a compliant Claimant Notice has been received by a party until this Agreement permits such Coordinated Claim to be filed in arbitration or court.
Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Coordinated Claims has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Coordinated Claims have been provided.
After that point, counsel for the parties will select 30 Coordinated Claims to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 15 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Coordinated Claims will be delayed by this bellwether process. Any remaining Coordinated Claims shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in this Section 19(k).
A single arbitrator will preside over each Coordinated Claim chosen for a bellwether proceeding, and only one Coordinated Claim may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.
Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Coordinated Claims, with the mediator’s fee paid for by Henoscene. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.
Remaining Claims: If the mediation process concludes with 100 or more unresolved Coordinated Claims remaining, any party to a remaining Coordinated Claim may elect to no longer have the arbitration requirement in this Section 19 apply to all remaining Coordinated Claims for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party within 30 days of mediation concluding. Coordinated Claims released from the arbitration requirement must be resolved in accordance with Section 20.
If the mediation process concludes with fewer than 100 Coordinated Claims remaining or if no party makes a timely election as provided for in the previous paragraph, the arbitrator will randomly select 50 Coordinated Claims (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The arbitrator will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Coordinated Claims have been arbitrated.
If Coordinated Claims released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Coordinated Claims for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.
A court will have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.
- Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted this Agreement by emailing email@example.com. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 20.
- Rejection of Future Arbitration Changes. You may reject any change we make to Section 19 (except address changes) by sending us notice of your rejection within 30 days of the change via email at firstname.lastname@example.org or by certified mail addressed to Henoscene, 1070 S Holt Ave Suite #305 LA, CA 90035. Changes to Section 19 may only be rejected as a whole, and you may not reject only certain changes to Section 19. If you reject changes made to Section 19, the most recent version of Section 19 that you have not rejected will continue to apply.
- Severability. If any portion of this Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 19 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 19; 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, in accordance with this Agreement, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 19 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 19 will be enforceable.
- Notwithstanding anything to the contrary in this Agreement, if you reside in any country outside of the United States, you may bring legal proceedings regarding this Agreement either by following the arbitration procedure detailed above in this Section 19 of this Agreement or, if given the right by applicable law, by submitting the dispute to an arbitration administrator in the jurisdiction in which you reside. To the extent any proceeding is not subject to arbitration under applicable law, you may submit the dispute to the courts of the jurisdiction in which you reside.
- Governing Law
- Export Control
- Henoscene’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. Communications and transactions between us may be conducted electronically.
- If you have a question or complaint regarding the Services, please send an email to email@example.com. Please note that email communications will not necessarily be secure; accordingly, you should not include payment card information or other sensitive information in your email correspondence with us.
The Services allow an individual (“Maestro”) or entity (“Brand”), in conjunction with a nonprofit organization (“Impact Partner”), to co-launch and deliver environmental social governance, corporate social responsibility, and public interest programs and projects as interactive campaigns (“Impact Campaign”) on the Site to accept donations, or post User Content (as defined below). If you are a Brand or Maestro, your use of the Services is subject to these Terms and the Henoscene Supplemental Commercial Terms (“Commercial Terms”), which together form an overall agreement between you and Henoscene. In case of conflict between these Terms and the Commercial Terms, the Commercial Terms will govern to the extent of that conflict. If you are entering into these Terms on behalf of or for the benefit of a Brand or Maestro, you represent and warrant that you have legal authority to bind to these Terms and the Commercial Terms any company, corporation, organization, business, partnership, sole proprietorship, or other entity on behalf of which, or for the benefit of, you are using the Services.
We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.
Henoscene is an emerging company that is continuing to evolve. We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. For example, we may consider changing or expanding the functionality and features that comprise the Services, including to offer hosted wallets, tokens, or digital collectibles. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by these Terms and, if applicable, the Supplemental Terms, unless otherwise expressly stated by in writing, and we may decide to make changes to these Terms to address such modifications or additions of functionality or features. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
You represent and warrant that you satisfy all eligibility requirements set forth in these Terms or otherwise stated by Henoscene in connection with the Services. We may, in our sole discretion, refuse to grant you access to the Services and/or suspend or terminate your access to the Services if you do not satisfy (or no longer satisfy) one of the eligibility requirements listed herein.
You may provide certain information to Henoscene in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You agree to receive emails, SMS or text messages, and other types of communication from Henoscene via the Services using the email address or other contact information you provide in connection with the Services. You represent and warrant that any information that you provide to Henoscene in connection with the Services is accurate.
You may, in your discretion, report objectionable content to us at firstname.lastname@example.org.
Without limiting or otherwise restricting any other provision within these Terms, Henoscene may, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services should it determine, in its sole discretion, that (a) you have violated the Terms, (b) that your continued use of the Services would violate the Terms, or (c) your use of the Services has caused, or creates a material risk of causing, Henoscene to violate any applicable law.
The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by Henoscene or our licensors and are protected under both United States and foreign laws. Subject to your compliance with these Terms (including Sections 6 and 7), you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable right to access and use our Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.
Henoscene and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Henoscene and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about Henoscene or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in Henoscene’s sole discretion. Henoscene will exclusively own all improvements to, or new, Henoscene products, Service, or other products or services based on any Feedback. You understand that Henoscene may treat Feedback as non confidential.
To the fullest extent permitted by applicable law, you will indemnify, defend (at Henoscene’s option), and hold harmless Henoscene (and its subsidiaries and affiliates), and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Henoscene Parties”) from and against any actions, losses, liabilities, claims, demands, damages, expenses or costs (“Actions”) arising out of or related to: (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your breach of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); (e) your conduct in connection with the Services; (f) any unauthorized use of the Creative Work; or (g) any dispute with another user. You will promptly notify Henoscene Parties of any third-party Actions, cooperate with Henoscene Parties in defending such Actions, and pay all fees, costs, and expenses associated with defending such Actions (including attorneys’ fees). The Henoscene Parties will have control of the defense or settlement, at Henoscene’s sole option, of any third-party Actions. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Henoscene or the other Henoscene Parties.
Your use of our Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) is at your sole risk. Except as otherwise provided in a writing by us and to the fullest extent permitted under applicable law, our Services and any content or materials provided therein or therewith (including the Third-Party Content and Third-Party Materials) are provided “as is” and “as available” without warranties of any kind, either express or implied. Henoscene disclaims all warranties with respect to the foregoing, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Henoscene does not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) are accurate, complete, reliable, current, or error-free or that access to our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) will be uninterrupted. While Henoscene attempts to make your use of our Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) safe, we cannot and do not represent or warrant that our Services or any content provided therein or therewith (including the Third-Party Content and Third-Party Materials) or our servers are free of viruses or other harmful components or content or materials. You assume the entire risk as to the quality and performance of the Services and any content provided therein or therewith (including the Third-Party Content and Third-Party Materials). All disclaimers of any kind (including in this section and elsewhere in these Terms) are made for the benefit of Henoscene, Henoscene Parties, and Henoscene’s respective shareholders, agents, representatives, licensors, suppliers, and service providers, as well as their respective successors and assigns.
Henoscene and the other Henoscene Parties have no responsibility or liability for any disputes between you and other users. If such a dispute arises, you may seek to resolve it directly with such user.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND HENOSCENE TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND HENOSCENE FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND HENOSCENE AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. HENOSCENE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.
FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 19(L), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
Any Claims will be governed by and construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. If any Claim is not subject to arbitration pursuant to Section 19, then the state and federal courts located in the New York County, New York, will have exclusive jurisdiction. You and Henoscene waive any objection to the venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.
If any portion of these Terms other than Section 19 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Terms; and (c) the unenforceable or unlawful provision may be revised to the extent required to render these Terms enforceable or valid, and the rights and responsibilities of the parties will be interpreted and enforced accordingly, so as to preserve these Terms and the intent of these Terms to the fullest possible extent.
You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports.