Hero Terms of Service
These Hero Terms of Service (the “Hero Terms”) describe your rights and responsibilities when using our online connection tools and platform (the “Services”). Do read them carefully. If you are a Hero (defined below), these Hero Terms govern your access and use of our Services. If you are being invited to a Jar set up by a Hero, the Jammer Terms of Service (the “Jammer Terms”) govern your access and use of the Services. You being here means the world to us.
These “Hero Terms” Form a Part of a Binding “Contract”
These Hero Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Hero and us. “We,” “our” and “us” refers to Let’s Jam LLC.
Your Agreement On Behalf of “Hero”
If you purchase subscription(s), create a jar (i.e., a digital space where a group of users may access the Services), invite users to that jar, or use or allow use of that jar after being notified of a change to these Hero Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Hero. Please make sure you have the necessary authority to enter into the Contract on behalf of Hero before proceeding.
Hero Choices and Instructions
Who is “Hero”?
“Hero” is the organization that you represent in agreeing to the Contract. If your jar is being set up by someone who is not formally affiliated with an organization, Hero is the individual creating the jar. For example, if you signed up using a personal email address and invited a few friends to share ideas and get to better know one another but haven't formed a company yet, you are the Hero.Signing Up Using a Corporate Email Domain
If you signed up for a plan using your corporate email domain, your organization is Hero, and Hero can modify and re-assign roles on your jar (including your role) and otherwise exercise its rights under the Contract. If Hero elects to replace you as the representative with ultimate authority for the jar, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Hero to facilitate the transfer of authority to a new representative of Hero.Ordering Subscriptions
A subscription allows an Authorized Jammers to access the Services. No matter the role, a subscription is required for each Authorized Jammers. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between Hero and us (each, an “Order Form
”). Each Authorized Jammers must agree to the Jammer Terms to activate their subscription. Subscriptions commence when we make them available to Hero and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Authorized Jammers for a specified term and is personal to that Authorized Jammers. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, Hero may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date.
We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Hero decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.Choosing to be a Beta Tester
Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product
”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Hero encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.Feedback is Encouraged
for more information on how we collect and use data relating to the use and performance of our websites and products.
Hero and Authorized Jammers
Use of the Services
Hero must comply with the Contract and ensure that its Authorized Jammers comply with the Contract and the Jammer Terms
. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Hero Data or the way Hero or its Authorized Jammers choose to use the Services to store or process any Hero Data. The Services are not intended for and should not be used by anyone under the age of 16. Hero must ensure that all Authorized Jammers are over 16 years old. Our Removal Rights
If we believe that there is a violation of the Contract that can simply be remedied by Hero’s removal of certain Hero Data, we will, in most cases, ask Hero to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action, if Hero does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, Authorized Jammers, or any third parties.
For Heros that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Hero downgrades any subscriptions from a paid plan to a free plan, Hero will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. If we agree to invoice Hero by email, full payment must be received within thirty (30) days from the invoice date. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Hero will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Hero will reimburse us for such withholding tax.
Downgrade for Non-Payment
If any fees owed to us by Hero (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Hero ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Hero acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Hero Data.
Providing the Services
Hero isn’t the only one with duties; we have some, too. We will (a) make the Services available to Hero and its Authorized Jammers as described in the Contract; and (b) not use or process Hero Data for any purpose without Hero’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Jammers and any processing related to such use or otherwise necessary for the performance of the Contract.
Keeping the Services Available
For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime.
Protecting Hero Data
The protection of Hero Data is a top priority for us so we will maintain administrative, physical, and technical safeguards to the best of our ability. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Hero Data by our personnel. Before sharing Hero Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Hero Data and preventing unauthorized access. Hero (not us) bears sole responsibility for adequate security, protection and backup of Hero Data when in Hero’s or its representatives’ or agents’ possession or control. We are not responsible for what Hero’s Authorized Jammers do with Hero Data. That is Hero’s responsibility.
Ownership and Proprietary Rightsur Duties
This is Yours
As between us on the one hand, and Hero and any Authorized Jammers on the other, Hero will own all Hero Data. Subject to the terms and conditions of the Contract, Hero (for itself and all of its Authorized Jammers) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Hero Data only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by Hero. Hero represents and warrants that it has secured all rights in and to Hero Data from its Authorized Jammers as may be necessary to grant this license.
And This is Ours
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Hero a non-sublicensable, non-transferable, non-exclusive, limited license for Hero and its Authorized Jammers to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the Jammers Terms. All of our rights not expressly granted by this license are hereby retained.
Term and Termination
As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.
Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
Termination for Cause
We or Hero may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Hero is responsible for its Authorized Jammers, including for any breaches of this Contract caused by its Authorized Jammers. We may terminate the Contract immediately on notice to Hero if we reasonably believe that the Services are being used by Hero or its Authorized Jammers in violation of applicable law.
Termination Without Cause
Hero may terminate its free subscriptions immediately without cause. We may also terminate Hero’s free subscriptions without cause, but we will provide Hero with thirty (30) days prior written notice.
Effect of Termination
Upon any termination for cause by Hero, we will refund Hero any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Hero will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Hero of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
Data Portability and Deletion
We are custodians of Hero Data. We take that seriously. During the term of a jar’s subscriptions, Hero will be permitted to export or share certain Hero Data from the Services; provided, however, that because we have different products with varying features and Hero has different retention options, Hero acknowledges and agrees that the ability to export or share Hero Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a jar’s subscriptions, we will have no obligation to maintain or provide any Hero Data and may thereafter, unless legally prohibited, delete all Hero Data in our systems or otherwise in our possession or under our control.
Representations Disclaimer of Warranties
Hero represents and warrants that it has validly entered into the Contract and has the legal power to do so. Hero further represents and warrants that it is responsible for the conduct of its Authorized Jammers and their compliance with the terms of this Contract and the Jammers Terms.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
Limitation of Liability
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER HERO’S OR JAM’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE JAMMER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.
IN NO EVENT WILL EITHER HERO ORJAM HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Services support logins using two-factor authentication (“2FA”), which is known to reduce the risk of unauthorized use of or access to the Services. We therefore will not be responsible for any damages, losses or liability to Hero, Authorized Jammers, or anyone else if any event leading to such damages, losses or liability would have been prevented by the use of 2FA. Additionally, Hero is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Jammers. We will not be responsible for any damages, losses or liability to Hero, Authorized Jammers, or anyone else, if such information is not kept confidential by Hero or its Authorized Jammers, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.
The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.
Our Indemnification of Hero
We will defend Hero from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Hero”), and will indemnify Hero for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Hero in connection with or as a result of, and for amounts paid by Hero under a settlement we approve of in connection with, a Claim Against Hero; provided, however, that we will have no liability if a Claim Against Hero arises from (a) Hero Data and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Hero must provide us with prompt written notice of any Claim Against Hero and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such matter. This section states our sole liability with respect to, and Hero’s exclusive remedy against us for any Claim Against Hero.
Hero's Indemnification of Us
Hero will defend Jam from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Hero’s or any of its Authorized Jammers’ violation of the Contract or the Jammers Terms (a “Claim Against Us”), and will indemnify Jam for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Jam in connection with or as a result of, and for amounts paid by Jam under a settlement Hero approves of in connection with, a Claim Against Us. We must provide Hero with prompt written notice of any Claim Against Us and allow Hero the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Hero’s defense and settlement of such matter. This section states your sole liability with respect to, and Jam’s exclusive remedy against Hero for, any Claim Against Us.
Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information.Confidential Information of Hero includes Hero Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with company, financial, and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
Hero grants us the right to use Hero’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Hero’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Hero may send us an email to firstname.lastname@example.org stating that it does not wish to be used as a reference.
Neither us nor Hero will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.
Except as otherwise set forth herein, all notices under the Contract will be by email. Notices to Jam will be sent to email@example.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to firstname.lastname@example.org. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.
As our business evolves, we may change these Hero Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Hero with reasonable notice prior to the change taking effect, either by emailing the email address associated with Hero’s account or by messaging Hero through the Services. Hero can review the most current version of the Hero Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Hero (or any Authorized Jammers) accesses or uses the Services after the effective date, that use will constitute Hero’s acceptance of any revised terms and conditions.
No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.
Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Hero will keep its billing and contact information current at all times by notifying Slack of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Hero, we will refund Hero any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
All references to ‘Jam,’ ‘we,’ or ‘us’ under the Contract refer to Let’s Jam LLC. For any dispute or The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the governing law of the State of Delaware. The courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
The Contract, including these Hero Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Hero or any Authorized Jammers.