Table of Contents
Shogun Enterprises Inc D/B/A Hearth and D/B/A Hearth Brokerage Terms of Use
IMPORTANT NOTICE: DISPUTES ABOUT THESE TERMS AND YOUR USE OF THE SERVICES ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” SECTION BELOW.
Shogun Enterprises Inc. doing business as “Hearth” and “Hearth Brokerage” and its affiliated companies (“Hearth,” “we,” “us,” and “our”) provides loan request services and other associated services through our websites and other online means (collectively, the “Services”). This Terms of Use (the “Terms”) is a legal agreement between you and Hearth and applies to your use of the Services. The Terms apply when a user is required to agree to these Terms or these Terms are made available as a link or otherwise on or through the applicable Services and the user agrees by using such Services. You acknowledge and agree that, by accessing or using the Services, you are indicating that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then you have no right to access or use the Services, and you should leave this website immediately.
For purposes of this Agreement, “you” or “your” means the person who accesses, uses, and/or participates in the Services in any manner, and each of your heirs, assigns, and successors. If you use the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.
We may, from time to time, modify these Terms. Please check this page periodically for updates. Any changes will be posted on the Services. If you do not agree to, or cannot comply with, the modified Terms, you must stop using the Services. The updated Terms will take effect after their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you, and except as provided in the Mandatory Arbitration and Class Action Waiver section of these Terms. Your continued use of the Services after any such update constitutes your binding acceptance of such changes.
1. ELIGIBILITY
To use the Services you must be, and represent and warrant that you are at least 18 years of age, reside in the United States of America, and competent to agree to these Terms. If Hearth has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services.
2. PRIVACY POLICIES
The Hearth Privacy Policy, hereby incorporated by reference into these Terms, explains our privacy practices applicable to the information that is collected through the Services, received directly from you or transmitted to or from third parties. Any financial product or service you obtain from us is also subject to our Financial Privacy Policy.
In the event of any conflict or inconsistency between the terms and conditions of these Terms or the Privacy Policy with the terms of the Financial Privacy Policy, the terms of the Financial Privacy Policy shall control. In the event of any other conflict between the terms and conditions of these Terms and the Privacy Policy and any rules, restrictions, limitations, terms and/or conditions that may be posted at various points on the Services or otherwise communicated to users of the Services, these Terms and Privacy Policy shall control.
3. INTELLECTUAL PROPERTY
The Services are owned and operated by Hearth and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Hearth and its partners, as well as other sources, and is protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Services are also protected as a collective work or compilation under U.S. copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Services. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Hearth and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Hearth and such others. You agree to protect the proprietary rights of Hearth and all others having rights in the Services during and after the term of these Terms and to comply with all reasonable written requests made by Hearth or its suppliers and licensors of content or otherwise to protect their and others’ contractual, statutory, and common law rights in the Services. You agree to notify Hearth immediately upon becoming aware of any claim that the Services infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Services shall, as between you and Hearth, at all times be and remain the sole and exclusive property of Hearth.
4. LICENSE
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services only for your own internal, personal, or non-commercial use, and only in a manner that complies with all legal requirements that apply to you or your use of the Services. Hearth may revoke this license at any time, in its sole discretion.
5. USER CONTENT AND SUBMISSIONS
a. User Content and Submissions. The Services may enable you to submit, post, upload, or otherwise make available (collectively, “Post”) content such as photographs, questions, public messages, ideas, product feedback, comments and other content (collectively, “User Content”) that may or may not be viewable by other users.
b. Our License to User Content. When you Post User Content on or through the Services or otherwise provide us with any feedback about our products or services, you grant Hearth a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and sub-licenseable license to use, copy, distribute, reproduce, modify, edit, adapt, publicly perform, publicly display, translate, create derivative works from, sell, lease, transmit, disassemble, and publish such User Content or feedback, in whole or in part, in any format or medium now known or developed in the future, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. Notwithstanding the foregoing, our use of your personal data shall be governed by the Hearth Privacy Policy.
c. User Content Representations. You acknowledge and agree that all User Content that you Post is your sole responsibility. You further agree that you have all required rights to Post such User Content without violation of any third-party rights. You understand that Hearth does not control, and is not responsible for, User Content, and that by using the Services, you may be exposed to User Content from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Hearth for all claims resulting from User Content you Post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
d. User Content Review. You acknowledge and agree that Hearth and its designees may or may not, at Hearth’s discretion, pre-screen User Content before its appearance on the Services, but that Hearth has no obligation to do so. You further acknowledge and agree that Hearth reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any User Content that is contributed to the Services. Without limiting the foregoing, Hearth and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in Hearth’s sole discretion. You acknowledge and agree that Hearth does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your use of User Content or your reliance on the accuracy, completeness, or usefulness of User Content.
6. PROHIBITED CONDUCT
Use of the Services for any illegal purpose, or any other purpose not expressly permitted in these Terms, is strictly prohibited. Without limitation, you will not:
- Submit or Post User Content that harasses, abuses, or threatens any other person, or that contains obscene content; is false, misleading, or inaccurate; degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or any other classification; is unlawful, harmful, tortious, defamatory, libelous, or invasive of another’s privacy;
- Use the Services commercially, for benchmarking, or to compile information for a product or service;
- Copy, download (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), modify, distribute, post, transmit, display, perform, reproduce, broadcast, duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any content or other information contained on or obtained from or through the Services, by any means except as provided for in these Terms or with the prior written consent of Hearth;
- Scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through a browser;
- Violate the restrictions in any robot exclusion headers of the Services, if any, or bypass or circumvent other measures employed to prevent or limit access to the Services;
- Submit any content that advocates illegal activity or discusses illegal activities with the intent to commit them;
- Post or otherwise make available any material that contains any software, device, instructions, computer code, files, programs and/or other content or feature that is designed to interrupt, destroy, harm, or limit the functionality of any computer software or hardware or telecommunications equipment (including without limitation any time bomb, virus, malware, software lock, worm, self-destruction, drop-device, malicious logic, Trojan horse, trap door, “disabling,” “lock out,” “metering” device or any malicious code);
- Post or do anything that could disable, overburden, or impair the proper working of the Services;
- Post, utilize or otherwise make available any other party’s intellectual property unless you have the right to do so, or remove or alter any copyright, trademark or other proprietary notice contained on the Services;
- Post any trade secrets or other confidential information, or post any material that you do not have a right to make available under any law or under contractual or fiduciary relationships, including but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements;
- Falsely state or otherwise misrepresent your affiliation with a person or entity, or impersonate any person or entity in a manner;
- Authorize or permit anyone else to access and/or use your information or access, visit and/or use the Services by use of your information;
- Solicit personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
- Send spam or other advertisements or solicitations, surveys, contents, pyramid schemes, promote commercial entities, or otherwise engage in commercial activity on or through the Services;
- Frame, inline link, or similarly display the Services or any portion of the Services;
- Interfere with any other party’s use and enjoyment of the Services; or
- Attempt to do or assist anyone in attempting to do any of the above.
7. LEGAL COMPLIANCE
You acknowledge, consent, and agree that Hearth may access, preserve, and disclose your information and/or any content you submit or make available for inclusion on the Services, if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by Hearth’s Privacy Policy or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms, our Privacy Policy, our Financial Privacy Policy, or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; (4) to respond to your requests for customer service; and/or (5) to protect the rights, property, or personal safety of Hearth, its agents and affiliates, its users, and the public. This includes exchanging information with other companies and organizations for fraud protection, and spam/malware prevention, and similar purposes.
8. LOAN REQUEST SERVICES
Hearth provides lead generation services to connect users (“Hearth Loan Request Users”) with certain lending partners (“Lenders”).
Hearth is not a lender or creditor, and we do not make any loan or credit decisions. We cannot and do not endorse or recommend the products or services of any particular Lender. Hearth Loan Request Users acknowledge and agree that Hearth is not an agent of either any Hearth Loan Request User or any Lender, and Hearth is not a party to any contract between any Hearth Loan Request User and any Lender. Hearth Loan Request Users should rely on their own judgment in deciding which available loan product, terms or Lender best suits one’s needs and financial means. The Lender is solely responsible for its services to Hearth Loan Request Users, and Hearth Loan Request Users agree that Hearth shall not be liable for any damages or costs of any type arising out of or in any way connected with the use of such services by Hearth Loan Request Users.
When a Hearth Loan Request User submits a request for information through the Services for information related to lending products, he authorizes us to transmit his information to third parties for the purpose of obtaining additional information about or related to him, including a Social Security Number. We may use the information the Hearth Loan Request User provides and that we obtain from third parties to submit to credit reporting agencies to conduct a soft credit pull inquiry. The Hearth Loan Request User further authorize us to disclose such information obtained from or derived from third parties to Lenders or other third parties for purposes of fulfilling the Hearth Loan Request User’s request for information, or as otherwise provided in our Privacy Policy.
The Hearth Loan Request User is also indicating that he is consenting, acknowledging and agreeing to receive important notices, disclosures and other communications from Hearth or applicable Lenders (“Hearth Notices”) in electronic form (either by email or via the Internet) as provided for herein. The Hearth Loan Request User understands that he will need, and have access to an email address, Internet access and PDF software to review the Hearth Notices. The Hearth Loan Request User has the right to receive any document in non-electronic form and to withdraw your consent to electronic delivery at any time by contacting Hearth Customer Service at support@gethearth.com.
By submitting a request for information related to lending products, the Hearth Loan Request User is further authorizing us to provide information that he provided, along with other information Hearth has or may receive from third parties, to Lenders or any other third parties as necessary to fulfill his request. The Hearth Loan Request User also authorizes Hearth and its Lenders, along with any additional third parties necessary to fulfill your request, to request from one or multiple credit bureaus /reporting agencies, his credit bureau report including any ancillary credit scores or ratings. The Hearth Loan Request User understands that Hearth has no control and is not responsible for how Lenders use, retain, or disclose his information. We encourage the Hearth Loan Request User to contact each Lender to obtain information regarding its privacy practices. To the extent a Hearth Loan Request User has any questions or requests related to a Lender’s privacy practices or communications practices, the Hearth Loan Request User must contact the Lender directly.
The data and other information a Hearth Loan Request User may provide Hearth is not, and is not treated as, an application for any loan or product from Hearth, Lenders, or any other party. Hearth cannot and does not guarantee acceptance by any Lender or any other party. Individual Lenders establish and maintain their own approval standards. Likewise, Hearth does not guarantee that the loan terms or rates offered and made available by Lenders are the best terms or lowest rates available in the market. A Lender’s conditional loan offer may be subject to market conditions, approval and qualification. The rates and fees actually provided by Lenders may be higher or lower depending on your complete credit profile, collateral/property considerations (if applicable) including but not limited to location, equity and value and income/asset consideration including but not limited to loan to value and debt to income ratios. Unless expressly stated in writing, nothing contained herein shall constitute an offer or promise for a loan commitment or interest rate lock-in agreement. Lenders may not offer all products as well as not offer products in all states. A Hearth Loan Request User might not be matched with the Lender making any specific offer.
To help the government fight identity theft, the funding of terrorism and money laundering activities, Hearth and/or its Lenders may obtain, verify and record information that identifies each person who opens an account with them. They may ask for a Hearth Loan Request User’s name, Social Security Number, address, telephone number, date of birth and other important information that will allow them to verify your identity. Hearth has no control of any Lender’s identity verification processes.
As set forth in our Privacy Policy, Hearth may also receive information from Lenders regarding the status of a Hearth Loan Request User’s application including, but not limited to, the amount or disposition of your loan. Hearth’s privacy practices regarding this information is set forth in our Privacy Policy.
By providing us with a telephone number, the Hearth Loan Request User is providing express consent for Hearth or its Lenders to contact you by telephone at the numbers (whether landline or cellular) you have provided so they may provide you with information in response to his requests, and the Hearth Loan Request User hereby consents to any such calls even if your phone number(s) are on any Do Not Call list, or by email at the email address provided or at another address that may be associated with the Hearth Loan Request User that we receive from Lenders.
Hearth offers a SaaS subware subscription to certain home improvement contractors and other service providers (a “Hearth SaaS Contractor”), who may market the Services to certain individuals. If you are a Hearth Loan Request User and you learned about Hearth from a Hearth SaaS Contractor, from a link on the website of a Hearth SaaS Contractor, or from a link associated with the Hearth SaaS Contractor on a social media platform or other webpage, you acknowledge that you are aware that Hearth may compensate the associated Hearth Saas Contractor, or a third-party that referred your contractor or service provider to Hearth. In exchange for using Hearth’s service and receiving certain prequalified loan offers from Hearth’s lending partners, you also agree that Hearth may share any information that either (1) you provide to Hearth or (2) Hearth’s Lenders have provided to Hearth about you with the associated Hearth SaaS Contractor. This information may include but is not limited to, (a) the fact that you have contacted Hearth’s Lenders to request information about loan products that they may offer; (b) the principal amount of the loan you requested; (c) whether any of Hearth’s Lenders have provided potential rates to you for unsecured loan products; (d) the details of the loan options for which you were prequalified by each Lender, including principal amount, APR, term, and monthly payment; (e) whether you have navigated from Hearth to the website of a Lender; (f) whether you have completed a loan application with one of Hearth’s Lenders; and (g) whether you have obtained a loan from one of Hearth’s Lenders, as well as the principal amount of such loan. Additionally, you acknowledge that Hearth makes no representations of any kind with respect to any Hearth SaaS Contractor; your decision to obtain services from any service provider, including any Hearth SaaS Contractor, is made entirely at your own risk.
9. WARRANTIES AND DISCLAIMERS
THE SERVICES AND ITS CONTENTS, WHETHER PROVIDED BY HEARTH, ITS LICENSORS, ITS VENDORS OR ITS LENDERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, HEARTH DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE ON THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
HEARTH, ITS SUPPLIERS, LENDERS, AND INDEMNITEES ARE NOT RESPONSIBLE FOR INCOMPLETE, INCORRECT, LOST, DELAYED, LATE, MISDIRECTED, GARBLED, DAMAGED, ILLEGIBLE, UNDELIVERABLE, OR INCOMPLETELY RECEIVED COMMUNICATIONS OR MESSAGING FROM OR TO US OR YOU FOR ANY REASON, INCLUDING BY REASON OF HARDWARE, SOFTWARE, BROWSER, NETWORK, COMMUNICATIONS SYSTEM FAILURE, MALFUNCTION, DELAY, OR CONGESTION, OR ANY INCOMPATIBILITY AT OUR SERVERS OR ELSEWHERE, OR FOR ANY OTHER TECHNICAL PROBLEMS, ANY FORM OF ACTIVE OR PASSIVE FILTERING BY A USER’S COMPUTER, MOBILE OR OTHER DEVICE OR ACCESS PROVIDER, INSUFFICIENT SPACE ON USER’S COMPUTER, MOBILE OR OTHER DEVICE OR ANY OTHER CAUSE OR COMBINATION THEREOF.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL HEARTH OR ITS AFFILIATES, LICENSORS, VENDORS, LENDERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY DELAY OR INABVILITY TO USE THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT HEARTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO NEW JERSEY RESIDENTS AND OTHERWISE TO THE FULLEST EXTENT PERMITTED BY LAW.
If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.
11. INDEMNIFICATION
You agree to indemnify, defend and hold harmless us, our licensors, vendors, service providers, and each of our and their respective officers, directors, members, employees, independent and sub-contractors, agents, representatives, successors and assigns (collectively, “Indemnitees”) from and against any and all claims, disputes, demands, proceedings, cause of action, judgments, damages, liabilities, losses, costs or expense (including, but not limited to reasonable attorneys’ fees) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed (collectively, “Claims”) which may arise out of or are in any way connected with your access, visitation and/or use of the Services, any information or content you submit through the Services, unauthorized use of content obtained on or through the Service, your breach or alleged breach of these Terms or any other terms governing your use of the Services, or from any of your unlawful acts or omissions in connection with the Services.
12. NOTICE AND PROCEDURE FOR COPYRIGHT CLAIMS
Hearth has a policy of, in appropriate circumstances and at its discretion, terminating access to users who infringe the intellectual property of others, including users who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent a Notice containing the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that has allegedly been infringed;
identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single website are covered by a single notification, a representative list of such works at that site;
identification of the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
your address, telephone number, and email 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 that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
You may send your claims of copyright or other intellectual property infringement to Hearth’s Copyright Agent at the following address:
support@gethearth.com or 5812 Trade Center Dr #100, Austin, TX 78744
13. THIRD-PARTY LINKS AND SERVICES
The Services may provide (1) information and content provided by third parties, including Lenders; and (2) links to third-party websites or resources. Hearth is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Hearth shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
14. MODIFICATION AND TERMINATION
Hearth reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that Hearth shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services.
These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. If we terminate your right to access the Services, these Terms will terminate and all rights you have to access the Services will immediately terminate; however, certain provisions of these Terms will still apply post termination, including without limitation, the Mandatory Arbitration and Class Action Waiver provisions. Even if we terminate the Services or these Terms, we may (but have no obligation to) retain information you have submitted to us, and that information may be retained and/or remain viewable by us, our licensors, vendors, service providers and/or other third parties.
15. CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS
You agree that Hearth may provide you with Hearth Notices and other communications, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. You agree that all Hearth Notices and other communications that we provide you to electronically satisfy any legal requirement that such communications would satisfy if they were in writing. Your consent to receive communications and do business electronically, and your agreement to do so applies to all of your interactions and transactions with us.
Without limitation, you agree that Hearth and applicable Lenders may communicate with you by sending a message to the email address you provided or at another address that may be associated with you that we receive from Lenders or other parties. You agree to provide us with accurate, complete, and current information about yourself and to promptly notify us of any changes. You can update your information by contacting us at support@gethearth.com. If email is undeliverable to your email address for three consecutive months, your consent will be considered withdrawn and we will send you future Hearth Notices in writing. You agree that you are able to access and retain copies of notices and information sent or made available electronically.
You have the right to receive any document in non-electronic form. You may obtain a paper copy of Hearth Notices by printing it from your computer or by contacting us at support@gethearth.com. Where permitted by law, we may charge you a reasonable service charge for providing you with a paper copy of any Hearth Notices. The request for a paper copy of any Hearth Notices will not by itself constitute a withdrawal of your consent to receive Hearth Notices electronically. We reserve the right, but are not required, to send a paper copy of any Hearth Notices you authorize us to provide electronically.
If you do not consent to the use of electronic signatures and Hearth Notices, you will not be able to complete the transactions for the Services. You may withdraw your consent to receive electronic Hearth Notices and instead elect to use the U.S. Postal Service to obtain Hearth Notices at any time by contacting Hearth Customer Service at support@gethearth.com. We do not impose a fee if you withdraw your consent to receive Hearth Notices electronically but our communications with you may be slower. If you withdraw your consent to receive Hearth Notices electronically, such withdrawal will not apply to Hearth Notices that were furnished to you electronically before the date on which the withdrawal of your consent takes effect.
With your consent, Hearth or Lenders may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Hearth or Lenders, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to support@gethearth.comwith “Revoke Electronic Consent” in the subject line.
To view and retain a copy of this disclosure or any information regarding your consent to receive electronic communications, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to support@gethearth.com with contact information and the address for delivery.
16. MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
a. You and Hearth agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section 16 is intended to be interpreted broadly and governs any and all disputes between us including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
b. Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at support@gethearth.com, and provide a brief, written description of the dispute and your contact information. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Hearth, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
c. Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of sixty (60) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided in section 16(g) below) subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including the Terms’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of Hearth shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.
d. Arbitrator’s Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms including but not limited to any claim that all or any part of these Terms is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
e. Filing a Demand. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) Send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111; and (c) Send one copy of the Demand for Arbitration to us at: 5812 Trade Center Dr #100, Austin, TX 78744.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Hearth will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Hearth will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and we both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration shall be initiated in San Francisco County, California, United States, and you and Hearth agree to submit to the personal jurisdiction of any federal or state court in San Francisco County, California, in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
f. Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND HEARTH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
g. Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
h. 30-Day Right to Opt Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to us at support@gethearth.com with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (a) the Effective Date of these Terms; or (b) your first date that you used the Services that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise you shall be bound to arbitrate disputes in accordance with the terms of these paragraphs. If you opt out of these arbitration provisions, Hearth also will not be bound by them.
i. Changes to This Section. Hearth will provide thirty (30) days’ notice of any changes to this section by posting on the Services. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you by email. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled Mandatory Arbitration and Class Action Waiver, and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Services.
j. This Mandatory Arbitration and Class Action Waiver section shall survive any termination of your use of the Services.
k. Refunds. Contractor may be eligible for a refund as detailed in the Hearth 60-Day Money-Back Guarantee, as may be modified from time to time at Hearth’s sole discretion.
17. CONTROLLING LAW AND SEVERABILITY
These Terms shall be construed in accordance with and governed by the laws of the State of California notwithstanding its conflicts of law principles. Except for claims subject to mandatory arbitration, any dispute arising out of these terms and conditions or the use of this site shall be initiated and conducted in the state or federal courts of San Francisco County, California, and you and Hearth consent to the exclusive jurisdiction of such courts.
18. GENERAL TERMS
a. Force Majeure. Under no circumstances shall Hearth be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.
b. No Waiver. No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Hearth to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
c. Compliance with Law. You agree to comply with all laws of any domestic or foreign jurisdiction in connection with your use of the Services.
d. Third-Party Beneficiaries/Relationship between the Parties. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. No agency between you and Hearth, or between Hearth and any Lender, is created as a result of the Terms or your use of the Services.
e. Statute of Limitations. Except for residents of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
f. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Hearth and govern your use of the Services, and supersede any prior agreements between you and conditions on the subject matter. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by conditions without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of conditions. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms are for convenience only and have no legal or contractual effect. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of these Terms shall survive.
g. We may deliver notice to you in accordance with Section 15, or by posting a notice on the Services or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) 5812 Trade Center Drive, Suite 100, Austin, TX 78744; or (2) support@gethearth.com.
19. CONTACTING US
If you have any questions about the Services, please contact us at support@gethearth.com.
Hearth Payments Terms of Use
Shogun Enterprises Inc. doing business as “Hearth” and “Hearth Brokerage” and its affiliated companies (“Hearth”, “we”, “us” and “our”) provides Services in the form of a payment platform via its website (www.gethearth.com), Hearth Payments, in which you (“you” or “your”) can pay for services performed by a Hearth Contractor (“Hearth Contractor”), a merchant user of the Services. By submitting a payment to a Hearth Contractor or otherwise accessing Hearth Payments, you agree to these Hearth Payments Terms of Use (“Payments Terms”).
1. Hearth Policies
These Payments Terms incorporate by reference and Hearth Payments are governed by Hearth’s Terms of Use, Privacy Policy, Electronic Transactions & Records Policy, Communications Terms & Conditions, and Financial Privacy Policy, as they may be modified from time to time (collectively, the “Hearth Policies”). By submitting or otherwise accessing Hearth Payments, you agree to the Hearth Policies. All capitalized terms used but not defined herein shall have the respective meanings given to them in the Hearth Policies.
2. Your Responsibilities
You agree to provide accurate and complete payment information, and to pay all amounts owed when due. You also permit Stripe, Inc. (“Stripe”), our payments partner to charge you for all amounts owed by you. If your method of payment is unable to be successfully processed when charged, you will remain responsible to make such payment to the Hearth Contractor. You also expressly acknowledge that any attempt by Stripe to charge your bank account is legitimate, and that Hearth has a right to do so.
3. Data
Hearth may collect certain information from you (or from Stripe) about you, and we will use such information to provide the Hearth Payments Services to you (including sharing it with third parties, including the Hearth Contractor to which you are attempting to make a payment), in accordance with our Privacy Policy. You agree to provide us accurate and complete information about you, and you expressly authorize Hearth to share such information with Stripe in order for Stripe to process payments. Stripe will use and process such information in accordance with its Privacy Policy, as modified from time to time, and hereby incorporated by reference.
4. All Money Transmission Conducted by Stripe
You understand and acknowledge that Hearth Payments is not receiving, transmitting or settling any funds when you or a Hearth Contractor uses the Hearth Payments. You understand and acknowledge that all money transmission services performed in connection with Hearth Payments are performed by Stripe, NMLS # 1280479, a duly licensed and authorized money services business engaged to conduct all money transmission activity. You understand and acknowledge that Hearth is the operator of a software platform that communicates user instructions for funds transfer to Stripe.
5. Representation to Public
You promise not to describe or hold out to the public or any other party, that Hearth is receiving, transmitting or settling funds in any form through Hearth Payments. When describing the Hearth Payments to any third party, you will clarify that payments are received and transmitted by Stripe, a duly licensed money services company.
6. Disclaimers & Releases
Any invoices sent or payments made through Hearth Payments are between you and the Hearth Contractor. You expressly acknowledge that Hearth makes no endorsements, representations, or guarantees with respect to any Hearth Contractor or the services they provide, and you hereby release Hearth from all liability for acts or omissions of any Hearth Contractor. You also understand that neither Hearth nor Stripe are parties to any such transactions or contracts entered into between you and a Hearth Contractor. TO THE FULLEST EXTENT PERMITTED BY LAW, HEARTH MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR THE HEARTH PAYMENTS PLATFORM, INCLUDING BUT NOT LIMITED TO ANY DISPUTES, ERRORS, REFUNDS, CHARGEBACKS, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, OR ANY OTHER CIRCUMSTANCES BEYOND HEARTH’S CONTROL OR OTHER ISSUES RELATING TO TRANSACTIONS MADE THROUGH HEARTH PAYMENTS. THE FOREGOING DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.
7. Termination
Your access to Hearth Payments is at our sole discretion. Hearth may limit or terminate your access to Hearth Payments for any reason or no reason, without prior notice to you.
8. Dispute Resolution
In the event of a dispute between you and a Hearth Contractor, Hearth Contractor will assume exclusive control of such dispute. You agree to cooperate with Hearth and Hearth Contractor to resolve the dispute, including but not limited to timely providing any requested documentation and information. If a dispute is resolved in favor of a Hearth Contractor, you agree to take all actions requested by Hearth to resolve the matter, including but not limited to making payment to the Hearth Contractor for the equivalent amount of the funds in dispute. In the event a dispute is resolved in your favor, you acknowledge that your sole recovery from Hearth Contractor will be limited to a refund of the amount in dispute, and you agree not to demand recovery for additional fees, including but not limited to bank fees, overdraft fees, attorney’s fees or costs of collection. Hearth reserves the right to terminate your access to Hearth Payments in the event of a dispute.
9. Representations & Warranties
You represent and warrant that (a) you are fully authorized to enter into this Agreement; (b) you are authorized to make payment using the payment method you have authorized Stripe to charge; (c) Stripe making such charge will not violate any applicable laws; and (d) your account will have sufficient funds to cover the full amount you have authorized.
10. Indemnification
You agree to indemnify and hold harmless Hearth, its Affiliates and licensors, and each of their respective officers, directors, employees, agents and successors and assigns (each, a “Company Indemnitee”), from and against any and all claims, actions, suits, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each Company Indemnitee (including but not limited to costs of defense, investigation and reasonable attorneys’ fees), which are attributable to or arise from: (i) a breach by you of any warranty, representation, covenant, obligation, or other provision under this Agreement, (ii) any false or materially misleading representation or breach of warranty furnished by you in this Agreement; (iii) a violation of any Applicable Law; and (iv) any dispute between you and a Hearth Contractor. If and as requested by Hearth, you agree to defend, at your cost, each Company Indemnitee in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing; provided that you shall not settle any claim, action or suit without the prior written consent of Hearth. HEARTH HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU HARMLESS UNDER THIS AGREEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, (1) HEARTH WILL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (2) HEARTH’S AGGREGATE LIABILITY OF ALL KINDS ARISING OUT OF, OR WITH RESPECT TO, THIS AGREEMENT CANNOT EXCEED $500. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
HEARTH IS NOT LIABLE FOR ANY ADDITIONAL FEES, INCLUDING BUT NOT LIMITED TO BANK FEES, OVERDRAFT FEES, ATTORNEY’S FEES, OR COSTS OF COLLECTION.
12. Order of Documents
In all other respects, the Hearth Policies shall remain unchanged and in full force and effect in accordance with the terms thereof. In the event of any conflict between the Hearth Payments Terms, the Hearth Policies, and the Stripe Privacy Policy, the provisions shall govern in the following order: the Stripe Privacy Policy, the Hearth Payments Terms, and the Hearth Policies.
13. Entire Agreement; Modifications
These Payments Terms (and all agreements and terms of use incorporate herein) constitute the entire agreement between you and Hearth with respect to Hearth Payments. We may modify these Payments Terms at any time. Any changes will take effect after their posting and will apply going forward.
Hearth Contracts Contractor Terms of Use
Shogun Enterprises Inc. doing business as “Hearth” (“Hearth”, “Hearth Contracts”, “Platform”, “we”, “us” and “our”) provides software services via its website (www.gethearth.com), Hearth Contracts, in which you (“you” or “your”) can upload an existing contract template or modify an available contract template and send the contract to your customers for execution. By enrolling in this service, sending a contract to a customer for signature, you agree to these Hearth Contracts Terms of Use (“Contracts Terms”).
1. Hearth Policies
These Contracts Terms incorporate by reference and Hearth Contracts are governed by Hearth’s Terms of Use, Privacy Policy, and Financial Privacy Policy, as they may be modified from time to time (collectively, the “Hearth Policies”). By using or otherwise accessing Hearth Contracts, you agree to the Hearth Policies. All capitalized terms used but not defined herein shall have the respective meanings given to them in the Hearth Policies.
2. Hearth Contractor Agreement
Notwithstanding anything to the contrary, you agree to all the terms and conditions set forth in the Hearth Contractor Agreement.
3. Hearth Contracts
- Hearth provides Hearth Contracts, a software service offered through its website (www.gethearth.com) that allows for digital contract creation and contract execution. Hearth Contracts allows you to upload an existing contract template or modify an available contract template and send the contract to your customers for execution. Once a contract is fully executed, the platform will send you a digital copy of the agreement.
- By using Hearth Contracts, you authorize Hearth and/or Hearth Contracts to carry out Platform Services in accordance to the Contracts Terms.
- By using Hearth Contracts, you agree to all the terms set forth herein.
4. No Legal Advice Intended
Hearth Contracts is a Software as Service platform. The information contained in this site is provided for informational purposes only, and should not be construed as legal advice on any subject matter. You should not act or refrain from acting on the basis of any content included in this site without seeking legal or other professional advice.
5. No Attorney-Client Relationship Created
The use of Hearth Contracts nor any of its information are not intended to create an attorney-client relationship. By using Hearth Contracts, you explicitly acknowledge that you do not intend to establish an attorney-client relationship. The content of any unsolicited email sent to Hearth or any of its employees at an email address available on this website will not create an attorney-client relationship and the contents of such unsolicited email shall not be considered confidential.
6. Termination of Access to Hearth Contracts
- Termination Your access to Hearth Contracts will terminate concurrently with your current subscription of Hearth, unless you choose to renew your Hearth subscription.
- Hearth Termination Hearth reserves the right to suspend or terminate your access to Hearth Contracts for any reason, with or without notice and without further obligation.
- Pending Contracts After the termination of your access to Hearth Contracts, you will lose access to any pending and unexecuted contracts sent via the Platform.
7. Representation to Public
You promise not to describe or hold out to the public or any other party, that Hearth is your legal counsel or legal advisor. When describing the Hearth Contracts to any third party, Contractor promises to clarify that Hearth Contracts is a software platform that allows for the digital creation and transmission of contracts for execution.
8. Taxes
You agree to pay any applicable taxes, fees, or assessments that are charged by any federal, state, or local authority. You agree to permit Hearth to charge the same payment method (for instance, a credit card or debit card) provided to Hearth for purposes of satisfying these obligations.
9. Disclaimers & Releases
Any contracts transmitted and executed through Hearth Contracts are between you and your Customer. You understand that Hearth is not a party to any such transactions or contracts entered into between you and any of your Customers. TO THE FULLEST EXTENT PERMITTED BY LAW, HEARTH MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR THE HEARTH CONTRACTS PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CONTRACT DISPUTES, ERRORS, OR ANY OTHER CIRCUMSTANCES BEYOND HEARTH’S CONTROL OR OTHER ISSUES RELATING TO TRANSACTIONS MADE THROUGH HEARTH CONTRACTS.
10. Representations & Warranties
You represent and warrant that you will (a) only send contracts through the Platform for services you have been engaged to perform; (b) include only payment information that both parties have agreed to; and (c) comply with all applicable laws, including the California Consumer Privacy Act and the Gramm-Leach-Bliley Act of 1999. To the extent the Customer is a Hearth Loan Request User, as defined in Hearth’s Terms of Use, you represent that you have in no way required or attempted to require the Customer to exclusively use the Hearth Contracts Platform as the sole method to execute the agreement.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEARTH WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT HEARTH CONTRACTS. HEARTH’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING HEREUNDER SHALL BE LIMITED TO THE LIABILITY LIMITATIONS IN THE HEARTH CONTRACTOR AGREEMENT.
12. Indemnification
In addition to indemnification under the Hearth Contractor Agreement and Hearth’s Terms of Use, you agree to indemnify and hold harmless Hearth, it Affiliates and licensors, and each of their respective officers, directors, employees, agents and successors and assigns (each, a “Company Indemnitee”), from and against any and all claims, actions, suits, demands, causes of actions, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each Company Indemnitee (including but not limited to cost of defense, investigation and reasonable attorneys’ fees), which are attributable to or arise from any disputes between you and your Customer. If and as requested by Hearth, you agree to defend, at your cost, each Company Indemnitee in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing, provided that you shall not settle any claim, action or suit without the prior written consent of Hearth. HEARTH HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU HARMLESS UNDER THIS AGREEMENT.
13. Terms of Use Subject to Change
These Terms of Use are subject to change at our sole discretion. We will notify you of any amendments to these Terms of Use at least five (5) days prior to the effective date. If you do not agree with these Terms of Use, please do not access Hearth Contracts Platform and its services.
14. General
In all other respects, the Hearth Policies shall remain unchanged and in full force and effect in accordance with the terms thereof. In the event of any conflict between this Contracts Terms, Hearth Contractor Agreement, and the Hearth Policies, the provisions shall govern in the following order: this Contracts Terms, the Hearth Contractor Agreement, and the Hearth Policies. This Contracts Terms is governed by the laws of the State of Texas.
