TERMS OF SERVICE
We provide conflict mediation services through an online SaaS platform using sentiment analysis, machine learning, chatbots, and social mediation strategies to mitigate toxic conversations and harmonize interactions between users in online communities (collectively, the “Services”). You may access our Services through our presence on a third-party provider or by an app or website (collectively, the "Sites"). Our trademarks, apps, and Sites are owned by, and all Services are provided by, Harmony Mediation Corporation or its subsidiaries (collectively, “Harmony”, “we”, “us”, or “our”).
Harmony provides the Sites and Services subject to your compliance with these Terms of Service (the "Terms"). Please read these Terms carefully before using our Services or accessing our Sites. Your use of the Sites and any Services constitutes your agreement and acceptance to be bound by these Terms and all terms and agreements incorporated herein, without limitation, qualification, or change. If you establish an account on behalf of a company, organization or other entity, the terms “you” and “your” apply to both you and such entity. If at any time you do not accept all the terms and conditions of these Terms, you must immediately discontinue use of the Sites and Services. These Terms set forth Harmony’s policies with respect to our operation of the Sites and Services.
1. ACCEPTANCE OF TERMS AND CONDITIONS OF SERVICE
By accessing or using the Sites or Services, signing up or subscribing, purchasing products or services, granting permission to use content, or accessing material made available by Harmony through the Sites or Services, you are entering into a binding agreement with Harmony Mediation Corporation and agree to be bound by the Terms and all rules, policies, and procedures as may be published from time to time within the Sites or Services (collectively “Agreements”), each of which is incorporated by reference and which may be updated from time to time without notice to you. Your use of the Sites and Services is subject to all such additional Agreements which can be found on our Sites. You acknowledge that you have read and understood these Terms, accept these Terms, and are bound by these Terms.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2. ELIGIBILITY
To use the Sites or Services, you must be (i) 18 or older, or (ii) 13 or older with your parent or guardian’s consent to the Agreements. You must have the power to enter into a binding contract and not be barred from entering into such contract under any applicable laws. You must be a resident in the United States. By using the Sites or Services, you represent and warrant that any registration information that you submit to Harmony is, and always will be maintained as, true, accurate, and complete. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Sites and Services is revoked where these Terms or use of the Site or Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
3. CHANGES TO THE AGREEMENTS
Harmony reserves the right, at our discretion, to make changes to the Agreements. Such changes shall be effective immediately. When such changes are material, we will notify you with a prominent notice of such changes on the Sites or by email to the address provided by you. Harmony reserves the right to notify you in advance of such changes and continued use of the Sites or Services after such notice shall constitute acceptance. You should read any such notice carefully. If at any time you do not accept these changes, you must immediately discontinue use of the Sites and Services to which the changes may apply.
4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
Harmony has developed a privacy policy (“Privacy Policy”) in order to inform you of its practices with respect to the collection, use, disclosure and protection of personal information. You can find the Privacy Policy, which is incorporated into these Terms, on our Sites. By using the Sites or Services, you agree to the terms of the Privacy Policy.
5. DESCRIPTION OF SERVICES AND TECHNOLOGY
Harmony provides one or more of the following:
Conflict identification services.
Conflict management services.
Social mediation tools.
Online community management tools.
Interactive chat bots.
Analytical and machine learning tools.
Certain Services are available to you free-of-charge. Other Services require payment before you can access them (“Paid Services”). We may also offer special promotional plans, memberships or services, including offerings of third-party products or services. We are not responsible for the products and services offered by third parties. We reserve the right to modify, terminate or otherwise amend our plans and offerings at any time, at our sole discretion. From time to time, our servers may be disabled for updates or for other reasons, within or outside of our control. We make no warranty that any part of our Sites or Services will be uninterrupted, error-free or virus-free.
6. THIRD PARTY SERVICES; THIRD PARTY APPLICATIONS AND DEVICES
The Sites or Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Sites or Services. When you access third-party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we 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 the use of or reliance on any such content, goods or services available on or through any such website or resource.
Our Services are integrated with or may otherwise interact with third-party applications, websites and services (“Third-Party Applications”) and third-party devices such as computers, mobile phones, speaker and other devices (“Devices”) to make the Services available to you. These Third-Party Applications and Devices may have their own terms and conditions of use and privacy policies and your use of such applications and devices will be governed by such terms and policies. You acknowledge and agree that Harmony does not endorse and is not responsible for, or liable for, the behavior, features, or content of any Third-Party Application or Device or for any transaction that you may enter into with the provider thereof, nor does Harmony warrant the compatibility of the Third-Party Applications and Devices with the Services.
7. FREE TRIALS, PROMOTIONS, AND OFFERS
From time to time, Harmony and others may offer free trials, promotions, and other offers for Services. Such offers may be subject to separate terms and conditions presented to you along with the ability to take advantage of such offers. By applying such offers to your access to the Services, you agree to abide by any such terms and conditions. Harmony reserves the right, at our sole discretion, to determine eligibility for such offers and may withdraw or modify terms, conditions, and access to such offers at any time with no prior notice, no liability, and no recourse, to the greatest extent permitted by law.
From time to time, Harmony or others may offer trials of Paid Services for a specified period without payment or at a reduced rate (a “Trial”). For some Trials, we’ll require you to provide payment details to start the Trial. By providing such payment information you agree that we may automatically begin charging you for the Paid Services, as applicable, on the first day following the end of the Trial, on the basis and interval that we disclose to you in advance. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SERVICE BEFORE THE END OF THE TRIAL BY CLICKING THE APPROPRIATE LINK ON OUR SITE (OR THE SITE OF THE THIRD PARTY YOU SIGNED UP WITH).
8. USER GENERATED CONTENT
Third-Party Application users may generate, upload, post, share or otherwise contribute (“Contribute”) audio, visual, written, pictorial or photographic content (“User Content”) that is pulled and stored as per our Privacy Policy to allow us to deliver the Services. You promise that with respect to any User Content you may Contribute or share through or in connection with our Services: (1) you own or have full legal right and license to Contribute such User Content; and (2) such User Content, or its use by Harmony, as contemplated by the Agreements, does not violate the Agreements, the User Guidelines set forth below, applicable law or the intellectual property, publicity, personality, moral or other rights of others or imply any affiliation with or endorsement of you or your User Content by Harmony or any brand, retailer, artist, musician, author, or other individual or entity, without written permission from such individual or entity.
Harmony may, but has no obligation to, monitor, review or edit User Content. Confirmation of your purchase, or delivery of a product or service, does not imply that Harmony has reviewed the User Content or that such content conforms to our User Guidelines and Agreements. In all cases, Harmony reserves the right to remove or disable access to any User Content at any time for any reason or no reason, including User Content that, in Harmony's sole discretion, violates the User Guidelines or Agreements. Harmony may take these actions without prior notification to you or any third-party. Removal or disabling of access to User Content shall be at our sole discretion and shall not entitle you to a refund.
You are solely responsible for all User Content that you Contribute. Harmony is not responsible for any User Content and does not endorse any view or opinion expressed in any User Content.
YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST HARMONY RELATED TO USER CONTENT THAT YOU CONTRIBUTE THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL INDEMNIFY AND HOLD HARMLESS HARMONY AND ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, AND DIRECTORS, FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS FEES AND COSTS) ARSING OUT OF OR RELATING TO SUCH CLAIM.
You grant Harmony a non-exclusive, transferable, sublicensable, royalty-free, perpetual, irrevocable, fully-paid, worldwide license to use, reuse, reproduce, perform, distribute, make available to the public, translate, modify, create derivative works from, and distribute any of your User Content in connection with the delivery of the Services through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Except for the rights specifically granted herein, you retain ownership (to the extent you have ownership) of all rights, including intellectual property rights, in the User Content Contributed by you. Where applicable and permitted by applicable law, you also agree to waive and not enforce any “moral” rights or equivalent rights, such as your right to be identified as the author of User Content Contributed by you, and your right to object to derogatory treatment of such User Content.
10. USER GUIDELINES
We respect intellectual property rights and expect you to do the same. You must follow the following rules when using our Services:
Do not import or copy any local files that you do not have the legal right to import or copy in that way.
Do not transfer copies of cached content from an authorized device to any other device via any means.
Do not provide your password to any other person or use any other person’s password.
Do not remove or alter any copyright, trademark or other intellectual property right of Harmony or any third-party that is contained on or in the content provided through the Services.
Do not engage in “crawling” the Services or otherwise use any automated means (including bots, scrapers or spiders) to view, access, harvest, or collect information from Harmony or the Services or their users.
Do not reverse engineer, disassemble, modify or create derivative works of any of the Services, except to the extent permitted by applicable law.
Please respect us and other users of our Services. Do not (and do not allow others to) Contribute, include, use or share any audio, video, photographic, written or other content, in or through the Services which is or includes material that:
Is unlawful, illegal or not permitted under applicable law, or is intended to promote or commit an unlawful or illegal act of any kind, including violations of intellectual property rights, privacy rights or proprietary rights of Harmony or any third-party.
Includes your password or any other user’s password or purposely include personal or other confidential data of third parties or is intended to solicit such data.
Includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to Services.
Is intended to or does stalk, harass or bully other users or other persons.
Impersonates or misrepresents your affiliation with another user, person or entity or is otherwise fraudulent, false, deceptive or misleading.
Involves the transmission of spam, or junk mail.
Interferes with or disrupts the provision or usage of the Services, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Services or Harmony’s computer systems, platforms, network or security components.
Conflicts with the Agreements, as determined by Harmony.
You agree that Contributing or sharing any User Content or other content on or through our Services, and the related web page, that violates these User Guidelines (or that we reasonably believe violates these User Guidelines) may result in immediate termination or suspension of your accounts, without a refund. You also agree that Harmony may reclaim your username for any reason.
Please be thoughtful about how you use the Services and how you share content. Remember that publicly available information or shared content may be used and reshared by others or across the web. Harmony bears no responsibility for your choices to include or share material.
You are solely responsible for keeping your password confidential and secure. You are responsible for all use (including unauthorized use) of your username and password on the Services. If your username or password is stolen or lost, or if you believe there has been unauthorized access to your account by a third-party, you must notify us immediately and change your password as soon as possible.
11. AVAILABILITY OF CONTENT
We do not guarantee that any content will be made available on the Sites or through the Services. We reserve the right to, but do not have any obligation to (i) remove, edit or modify any content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have violated these Terms), or for no reason at all and (ii) to remove or block any content from the Services.
12. INTERNATIONAL USAGE
The Services are controlled and operated within the United States and are intended for use within the United States. Harmony makes no representation that content, materials, products and services, available on or through our Sites and Services are appropriate or available for use outside of the United States. If you access the sites or Services from a location outside the United States, you are responsible for compliance with applicable laws, including local laws regarding online conduct and content and U.S. export laws and regulations.
13. AMENDMENTS
We may amend these Terms and Agreements from time to time. Any changes or amendments will be posted on our Sites prior to such changes or amendments taking affect. If we make any material changes, we will notify you by means of a notice on our Sites prior to the change becoming effective. If you do not accept such modifications, you must discontinue use of the Sites and Services. Otherwise, continued use of the Sites and Services constitutes express consent to the new Agreements. We encourage you to periodically review this page for the latest information on our Agreements.
14. INTELLECTUAL PROPERTY
Harmony’s trademarks, trade dress, service marks, trade names, logos, domain names, design patents, Sites, and all of its content, including but not limited to articles, other text, photographs, images, illustrations, graphics, video material, audio material, including musical compositions and sound recordings, software (collectively "Intellectual Property"), are protected by copyright, trademark and other laws of the United States, as well as international conventions and the laws of other countries and shall remain the sole property of Harmony, its subsidiaries, and its licensors.
15. GRANT OF LICENSE
Harmony grants a limited, non-exclusive, geographically limited, non-assignable, revocable license to use our Services for the purposes intended by us. We grant a limited, non-exclusive, geographically limited, non-assignable revocable license to make non-commercial use of the content of our podcasts and other publicly available audio and video material (“License”). Such License shall remain in effect until and unless terminated by us or by you. You shall not sell, license, rent, or otherwise exploit any content owned, or made available by, Harmony for commercial use or in any way that violates any third-party rights. Please contact us at commercial@harmonytalks.com to inquire about purchasing a commercial license for our Services.
16. DISCLAIMER OF WARRANTIES
THE SITES, SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SITES AND SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITES AND SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SITES AND SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SITES AND SERVICES IS SOLELY AT YOUR OWN RISK.
17. LIMITATION OF LIABILITY
IN NO EVENT WILL HARMONY, ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, LICENSORS, AGENTS OR OTHERS INVOLVED IN CREATING, SPONSORING, PROMOTING, OR OTHERWISE MAKING AVAILABLE THE SITES AND SERVICES AND THEIR CONTENTS, BE LIABLE (A) FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE HARMONY’S SITES AND SERVICES, (B) RELATING TO ANY CONTENT OR PRODUCTS AVAILABLE OR SOLD ON OR THROUGH THE SITES AND SERVICES, OR (C) IN CONNECTION WITH ANY THIRD-PARTY CONTENT OR MATERIALS (INCLUDING USER MATERIALS) OR THE DEFAMATORY, INFRINGING, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
18. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, officers, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to User Content Contributed by you, your use or misuse of, or access to, the Sites or Services, violation of the Agreements, or infringement by you, or any third-party using your account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
19. ARBITRATION CLAUSE ∧ CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
YOU AGREE THAT ALL DISPUTES (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, TORT (INCLUDING FRAUD), COMMON LAW OR OTHERWISE) BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, YOUR USE OF THE SITES AND SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION'S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms must be filed within 1 year after such claim of action arose or be forever banned.
If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in the Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.
20. GOVERNING LAW AND JURISDICTION
These Terms of Service and the Agreements shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service and the Agreements shall be governed by the exclusive jurisdiction and venue of the state and federal courts of New York County, New York.
21. ENTIRE AGREEMENT
These Terms and the Privacy Policy represent the entire understanding between you and us with respect to the Services, including use of the Sites, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Sites and Services. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
CONTACT
Contact us at legal@harmonytalks.com if you have any additional questions about these Terms.