Terms of Service

Effective Date: 04/01/2023

As of April 1st, 2023, the following Herogo Tv Terms of Service create a legally binding agreement (referred to as the “Agreement”) between Herogo Tv, Inc. (“Herogo Tv”) and you. If you represent an entity or organization, this Agreement also applies to that entity or organization (collectively referred to as “You”, “you”, or “your”).

Through the Herogo Tv website and other websites, web services, applications, and video players provided and operated by Herogo Tv (the “Herogo Tv Platform”), users (“Users”) have access to various audiovisual content, information, data, and other materials (“Content”). The Herogo Tv Platform, Content, and any additional services, functions, and resources (“Services”) are only available under the terms of this Agreement. Herogo Tv and You entered into this Agreement on the earliest date that You accessed the Services or agreed to this Agreement, as specified below (the “Effective Date”).

Please read this Agreement carefully. By using the Services or indicating your agreement to this Agreement by registering your account, clicking “I accept,” or any other similar method, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not access or use the Service or register an account. If you access or use the Service or register an Account on behalf of a company, principal, or other entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement and that it is fully binding on them. In such case, the term “you,” as used in this Agreement, will refer to such entity and its affiliates. If you do not have such authority, you may not access or use the Service. Please note that this Agreement contains disclaimers of warranties and limitations on liability that may apply to you.

1. DEFINITIONS.
In this Agreement, terms will be defined as outlined in this Agreement. If a term is not defined in this Agreement, it will be interpreted based on its commonly understood meaning in the United States.

2. TERM.
The term of this Agreement will begin on the Effective Date and will continue as follows: (a) for Paid Subscriptions (as defined herein), the duration of the Agreement will depend on the type of subscription you have, unless terminated earlier in accordance with Section 13 herein; and (b) for all other access or use of the Services, the term of the Agreement will continue until terminated earlier in accordance with Section 13 herein.

• a. Free Trial. Some portions of the Services and Content are available on a paid subscription basis. To access these portions of the Services, you must choose to receive either a Monthly Paid Subscription or an Annual Paid Subscription (together with a Monthly Paid Subscription, the “Paid Subscriptions”) by making a Subscription Election. Once fees (the “Fees”) have been paid to Herogo Tv, they are generally non-refundable, including upon termination or suspension of this Agreement, unless prohibited under applicable law. When you opt for a Paid Subscription, you may be eligible for a free trial subscription to the Services (“Trial Subscription”) under specific conditions. During the Trial Subscription, you may access the Services without being obligated to pay Fees. The Trial Subscription period will begin when you choose to receive a Paid Subscription, which will automatically renew on a month-to-month or annual basis at the end of the stipulated period after your Subscription Election (“Trial Period”) ends, subject to certain conditions. Unless you cancel or modify it before the expiration of the Trial Period (“Trial Termination Notice”) in accordance with these Terms of Service, the Trial Subscription will continue. You can cancel before the Trial Subscription period ends by visiting www.herogotv/account and canceling online anytime or by contacting Herogo Tv through chat/phone support (when available) and requesting cancellation of your account. Cancellation requests made via mail, social media, email, Contact Us form, app reviews, etc. will not be accepted. If you give Herogo Tv your Trial Termination Notice before the Trial Period expires, your access to the Services may be terminated at that time or any point between the date of your Trial Termination Notice and the expiration of the Trial Period. If you notify Herogo Tv that you want to receive a different Paid Subscription to the Services before the Trial Period ends, your access to Herogo Tv will automatically convert to such a Paid Subscription at that time or at the expiration of the Trial Period. You are only allowed to receive one Trial Subscription. Any attempt by You to receive more than one Trial Subscription, such as by creating alternate accounts, will be considered a material breach of this Agreement.

• b. Monthly Subscription. You may choose to receive a monthly prepaid subscription to the Services (“Monthly Paid Subscription”). Monthly prepaid Subscriptions will renew automatically for an additional one-month period, unless you choose to cancel prior to the expiration of the then-current monthly subscription term by visiting www.herogotv/account and canceling online anytime or by contacting Herogo Tv through chat/phone support (when available) and requesting cancellation of your account. Cancellation requests made via mail, social media, email, Contact Us form, app reviews, etc. will not be accepted. Since charges are prepaid each billing period, when you cancel your subscription, your subscription will continue through the end of the then-current billing period, in accordance with these Terms of Service.

• c. Annual Subscription. You may also choose to receive an annual prepaid subscription to the Services (“Annual Paid Subscription”), if available. Annual prepaid Subscriptions will renew automatically for an additional one-year period unless you choose to cancel before the expiration of the then-current annual subscription term by visiting www.herogotv/account and canceling online anytime or by contacting Herogo Tv through chat/phone support (when available) and requesting cancellation of your account.
Cancellation requests made via mail, social media, email, Contact Us form, app reviews, etc. will not be accepted. Since charges are prepaid each billing period, when you cancel your subscription, your subscription will continue through the end of the then-current billing period, in accordance with these Terms of Service.
• d. Packages of Subscription. Herogo Tv may offer various subscription packages, including promotional packages, each governed by any supplemental Promotional Terms provided at the time of your first access or use of such Subscriptions. Some promotional packages may be offered by third parties in conjunction with the provision of their own products and services. Herogo Tv is not responsible for the products and services provided by such third parties. Herogo Tv reserves the right to modify, terminate, or amend the subscriptions offered, and the contents of the packages and levels thereof.
• e. Minimum Requirements. Herogo Tv reserves the right to require and/or change minimum programming package requirements, from time to time and at any time, in its sole and absolute discretion. For example, Herogo Tv may require a minimum commitment term, or Herogo Tv may require you to subscribe to a minimum level or package of a subscription to view certain content or gain access to purchase additional levels or packages of a subscription. To purchase certain packages, you may be required to subscribe to a subscription for a set term (e.g., a year-long subscription).
• f. Promotional Offers. You may initially accept a promotional offer for a specific subscription package that may later become unavailable. Promotional offers do not renew automatically and may not be available at the end of, or during, the applicable promotional period. Following the completion of any such promotion, the subscription will renew automatically on a month-to-month or annual basis at the then-current standard rates for monthly or annual access to the same subscription, unless and until they are cancelled or changed by you or Herogo Tv, in accordance with this Agreement.
• g. Only One Promotion per Account Owner. Promotional offers may not be combined with other promotional offers associated with any account that you own, unless otherwise expressly permitted in the applicable Promotional Terms. Herogo Tv reserves the right, in its sole and absolute discretion, to determine your eligibility for any promotional offer pursuant to the applicable Promotional Terms. Herogo Tv reserves the right to change, amend, and alter then-current promotional offers or Promotional Terms as well as institute new promotional offers, from time to time and at any time, in its sole and absolute discretion. Herogo Tv does not guarantee that any promotional offers are or will be available to you at all, or in connection with any subscriptions desired by you.

3. THIRD PARTY BILLING.

In case you registered or signed up for a Trial Subscription or Paid Subscription of Herogo Tv Services through a third party (e.g., Apple, Roku, Amazon, etc.), you may need to contact that third party to manage or cancel that subscription. It is important to note that you may not be able to cancel that third-party subscription through Herogo Tv.

4. MODIFICATIONS.
Herogo Tv retains the right to modify the functionality of the Platform and any portion of the Content or Services at any time. Additionally, Herogo Tv reserves the right to modify the terms of this Agreement at any time. In the event of any changes to this Agreement or the functionality of the Platform, Content, or Services, Herogo Tv will notify you by posting such changes on the Platform and by providing you with notice through the Platform. Unless otherwise stated in the notification, any modifications will become effective 30 days following delivery of such notice, except in the case of modifications required for Herogo Tv or the Platform to comply with applicable Law or to comply with any applicable requirement placed on Herogo Tv by a licensor or supplier, which will become effective immediately upon notification. If you object to any such modifications, you may terminate this Agreement as set forth below. However, by continuing to use the Platform, Content, or Services following the notice period, you will be deemed to have agreed to any and all modifications.

5. ELIGIBILITY.
The Platform, along with all Content and Services, is intended for use by individuals who are 18 years of age or older. By using the Platform, you confirm that you are over 18 years old. If you are not yet 18 years of age or older, you agree to refrain from accessing or using the Platform or any of its Content or Services. You also agree not to allow any person who is under the age of 18 to access or use the Platform, even if you are that person’s parent or legal guardian.

6. ACCOUNTS.
a. Accessing Content with or without an Account. You may be able to access certain Content and Services through the Platform without creating an account (an “Account”), subject to the terms of this Agreement. However, in most cases, to access the Platform, you must register as a User and establish an Account. Herogo Tv has the sole discretion to approve or deny your request to create and maintain an Account.
• b. Administrator Accounts. Your Account and Account ID (i.e., your User identification and password) are personal to you. Your Account is intended for your personal use only, and your Account ID may only be used by you. You may not transfer, distribute, or provide a third party with the right to access your Account or Account ID. You are solely responsible for all activity and use of the Platform, Content, and Services through your Account. You must keep your Account ID secure and confidential, and you must promptly notify Herogo Tv if your Account ID is lost, stolen, or compromised in any way. You are fully responsible for all liabilities and damages incurred through the use of your Account or under your Account ID, and any transactions completed through your Account or under your User Account ID will be deemed to have been lawfully completed by you.
• c. Account Information. In order to create your Account, you will be required to submit certain information about yourself (“Account Information”). By submitting Account Information, you agree that: (a) all Account Information you provide is accurate, complete, and current; and (b) you will promptly update and maintain your Account Information to ensure it is accurate, complete, and current. You are prohibited from: (i) using an Account ID that belongs to another person with the intent to impersonate that person; and (ii) using an Account ID that Herogo Tv deems offensive, at its sole discretion. You are solely responsible for ensuring that your Account is properly set up and configured and for making all changes and updates to your Account as necessary in accordance with this Agreement.

7. ACCESS.
a. Accessing the Platform. You may access the Platform through the Herogo Tv website and other websites provided by Herogo Tv for accessing the Platform (collectively, “Sites”), or through web services, mobile applications, online applications, and other applications and video players provided by Herogo Tv for accessing the Platform (collectively, “Applications,” and both Sites and Applications are included in the Platform for purposes of this Agreement). Herogo Tv permits You to access and use the Platform solely for your own lawful, personal, non-commercial use, subject to Your compliance with this Agreement.
• b. Downloading and Installing Applications. Subject to Your compliance with this Agreement, including any other terms and conditions accompanying each Application, Herogo Tv permits You to download and install Applications and operate those Applications solely for the purpose of using and accessing the Platform for Your own lawful, personal, non-commercial use. You may install each Application only on devices or equipment owned or controlled by You and used only for Your own personal and non-commercial purposes, in accordance with this Agreement and any applicable terms and conditions accompanying that Application or otherwise provided to You by Herogo Tv.
• c. Accessing Content. The Platform provides You with the ability to access a variety of Content, including video, audio, text, photographs, illustrations, graphics, and other data, information and content. All Content available through the Platform (“Platform Content”) is owned by Herogo Tv and Herogo Tv’s third-party licensors and providers, unless otherwise noted on the Platform. All Platform Content is provided for entertainment purposes only, and You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for Your use of any Platform Content. You may access the Platform Content solely for Your own lawful, personal, non-commercial purposes in connection with Your use of the Platform, subject to Your compliance with this Agreement. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure, or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. Herogo Tv has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Platform Content. Except as set forth in this Agreement, You are granted no licenses or other rights in or to any Platform Content, or any intellectual property rights (IPR) therein or related thereto. If You would like to use any Platform Content in a manner not permitted by this Agreement, please contact Herogo Tv at [email protected].
• d. Communicating with Other Users. The Platform may allow You to connect and communicate with other Users of the Platform, both individually through messages to Users and generally through communications to multiple Users on boards, chats, comments, and other forums. By connecting or communicating with other Users, You are agreeing to allow those Users to communicate directly with You through the Platform. You agree that You are solely responsible for all communications between You and any other User through the Platform, including communications You make available to multiple Users through the Platform. Your decision to communicate with any other User through the Platform will serve as Your permission for Herogo Tv to provide that other User with any of Your User Information or Your Content that You include in that communication. You agree that Your communications through the Platform will not: (a) violate this Agreement, including, without limitation, the Privacy Policy; (b) violate any applicable international, federal, state, and local Laws, including, without limitation, any rules of professional conduct or of licensing.
h. Termination of Access. Herogo Tv may terminate Your access to the Platform, Content, and/or Services immediately and without notice if Herogo Tv determines that You have breached this Agreement or have otherwise failed to comply with any term or condition of use of the Platform, Content, and/or Services. Herogo Tv may also terminate Your access to the Platform, Content, and/or Services for any other reason, in Herogo Tv’s sole discretion, upon notice to You. Upon termination of Your access to the Platform, Content, and/or Services, You will immediately cease all use of the Platform, Content, and/or Services and any content, information, or data obtained from the Platform, Content, and/or Services. Herogo Tv will have no liability to You or any third party for the termination of Your access to the Platform, Content, and/or Services.

• i. Disclaimer of Warranties. THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, HEROGO TV DOES NOT WARRANT THAT THE PLATFORM, CONTENT, OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

• j. Limitation of Liability. IN NO EVENT WILL HEROGO TV, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM, CONTENT, AND/OR SERVICES, EVEN IF HEROGO TV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HEROGO TV’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO HEROGO TV FOR YOUR ACCESS TO THE PLATFORM, CONTENT, AND/OR SERVICES DURING THE PRECEDING TWELVE (12) MONTHS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

• k. Indemnification. You agree to defend, indemnify and hold Herogo Tv, its affiliates, officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, Your use of the Platform, Content, and/or Services in violation of this Agreement or in violation of any applicable Laws.

• l. Notices. All notices required or permitted under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If You give notice to Herogo Tv, You must use the following email address: [email protected]. If Herogo Tv provides notice to You, Herogo Tv will use the email address associated with Your Account, if applicable.
• m. Termination of Use. Herogo Tv may terminate this Agreement and Your access to and use of the Platform, Services, and Platform Content at any time and for any reason, including without limitation if Herogo Tv believes that You have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination, Your right to use the Platform, Services and Platform Content will immediately cease. You agree that any termination of Your access to or use of the Platform, Services and Platform Content may be effected without prior notice, and that Herogo Tv may immediately deactivate or delete Your Account and all related information and files in Your Account and/or bar any further access to such files, the Platform, Services and Platform Content. You agree that Herogo Tv will not be liable to You or any third party for any termination of Your access to the Platform, Services or Platform Content or for the deletion of Your Account, Your User Information or Your Content. You acknowledge that Herogo Tv may retain copies of any Content posted or uploaded by You or any other User through the Platform, notwithstanding any termination of Your access to the Platform, Services or Platform Content. Sections 2, 3, 4, 5, 6, 8, 9, 10, 11, 12 and 13 of this Agreement will survive any termination of this Agreement or Your access to or use of the Platform, Services or Platform Content.

8. YOUR CONTENT.
You are responsible for any content that you provide or upload to the Platform, or that you generate through your use of the Platform (collectively referred to as “Your Content”). Any feedback, suggestions, or recommendations you provide about the Services to Herogo Tv will also be considered Your Content. While you retain ownership of Your Content, you grant Herogo Tv a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable (including, without limitation, to Users and other third parties) right to Use Your Content in any form, media, software or technology of any kind throughout the world.

You represent and warrant that Your Content, and the Use of Your Content by Herogo Tv, will not violate this Agreement, any applicable Laws, or the rights of any third party. Your Content will not be libelous, defamatory, obscene, abusive, pornographic, threatening, an invasion of privacy, or illegal in any way, nor will it advocate illegal activity. Your Content will not be an advertisement or solicitation of funds, goods, or services unless you have a separate Advertiser Agreement with Herogo Tv. Your Content will not be false, misleading, inaccurate, junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement, or violate the Privacy Policy or any other applicable policy of Herogo Tv.

Herogo Tv is not liable for any deletion, correction, destruction, damage, loss, or failure to store, restore, or back up Your Content. You agree that you have all the necessary rights, title, interest, and consent in Your Content to allow Herogo Tv to Use Your Content as set forth in the rights and licenses you grant under this Agreement.
9. THIRD-PARTY CONTENT AND SERVICES.
In addition to the terms of this Agreement, accessing certain Content and Services on the Platform that are developed, provided, or maintained by Herogo Tv’s third-party providers (“Third Party Content and Services”) may require You to agree to additional terms with that third party provider before accessing the Third Party Content and Services (each, a “Third Party Content and Services Agreement”). The terms of any Third Party Content and Services Agreement (including any additional fees) will apply to the applicable Third Party Content and Services provided under that Third Party Content and Services Agreement, in addition to the terms of this Agreement, but will not apply to any other Content or Services You access through the Platform. In case of any conflict between the terms of this Agreement and that of any Third Party Content and Services Agreement, the terms of the latter will control.

Herogo Tv does not assume any responsibility for any Third Party Content or Services, and Your access and use of any Third Party Content or Service is subject to the terms specified in each applicable Third Party Content and Services Agreement.

10. DATA PRIVACY.
a. Your Personal Information: By using the Platform, you agree to the collection and use of your personally identifiable information, as well as any other information or data resulting from your access to and use of the Platform, Services or Content, in accordance with the Privacy Policy for the Platform available at [insert link] (“Privacy Policy”) at the time you provide such information to Herogo Tv. However, Herogo Tv has the right to collect and use non-personally identifiable information or data (information or data that does not identify a natural person or entity as the source) related to your access to and use of the Platform, Services or Content. Herogo Tv owns any such non-personally identifiable data and information and may use it for any lawful business purpose without any further obligation to you.
b. Other Users’ Information: The Platform provides you with access to data and other information provided by other Users of the Platform and third parties (“User Information”). This User Information may include sensitive personal information regarding those Users and third parties. You agree that you will only collect, use, and disclose User Information in strict accordance with this Agreement and the current Privacy Policy for the Platform. Unless expressly provided in this Agreement and the Privacy Policy, you are not granted any licenses or rights to any User Information.

11. FEES.
By using the Platform and its Content and Services, you agree to pay all applicable fees (“Fees”) to Herogo Tv for Your Paid Subscription. In addition, you agree to pay any other amounts due or payable to any third parties under the terms of any Third Party Content and Services Agreement. Monthly Paid Subscriptions require monthly payments in advance, with the first payment due and payable on the first day of your subscription following the Trial Period. Subsequent monthly payments will be made on the same day as the first month if it falls within the billing month. If not, payments will be made on either the 28th or the 30th day of that billing month at the discretion of Herogo Tv. Annual Paid Subscriptions require annual payments in advance, with the first payment due and payable on the first day of your subscription following the Trial Period. Subsequent annual payments will be made on the same day as the first annual payment if it falls within the billing month. If not, payments will be made on either the 28th or the 30th day of that billing month at the discretion of Herogo Tv.

All other Fees will be due and payable as specified through the Platform. If You provide a credit card, debit card, online payment account, mobile services account, or any other payment method to Herogo Tv, You authorize Herogo Tv to charge the applicable payment account for all Fees incurred under this Agreement. When registering a credit or debit card for a new account, Herogo Tv may place a pending charge to verify the billing address and validity of the card. Pending charges are temporary and will not be converted into an actual charge. Pending charges, however, will reduce the available credit or funds available on the card. You are responsible for any fees charged to Your card, including fees for overdraft, insufficient funds, or exceeding credit limits. Once Your account is authenticated, Herogo Tv will charge the registered credit or debit card for each transaction without having to re-enter credit or debit card information.

All Fees paid to Herogo Tv are non-refundable, except as prohibited under applicable law, and will remain so even upon termination or suspension of this Agreement. Past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law until paid in full. If Herogo Tv requires the use of collection agencies, attorneys, or courts of law to collect Your account, You will be responsible for those expenses. You will also be responsible for any use, sales, or other taxes imposed on the Services provided under this Agreement.

12. PRICING CHANGES.
Herogo Tv retains the right to modify the pricing of its Services at any time and in any manner as it deems necessary in its sole and absolute discretion. Any modifications to the pricing will be communicated to you through a notice posted on support.herogotv.com or by email to the email address associated with your Account. Unless otherwise expressly stated in this Agreement, any price changes to Your subscription will become effective at the start of the next subscription period after the notice has been given to you. If you do not agree to the new pricing, you may terminate your subscription prior to the conclusion of the current subscription period.

13. TERMINATION AND EFFECT.
• a. Termination. Herogo Tv may terminate this Agreement, in its sole discretion, at any time and for any reason, including without limitation, if you breach any provision of this Agreement, fail to pay any applicable Fees, or violate any applicable law or regulation. Termination may occur with or without prior notice to you. You may terminate this Agreement at any time by providing notice to Herogo Tv or by deleting your Account through the Platform.

• b. Effect. Termination of this Agreement will result in the termination of all Accounts associated with your use of the Platform, including Trial Subscriptions, Monthly Paid Subscriptions, and Annual Paid Subscriptions. Upon termination or expiration of this Agreement for any reason: (a) Herogo Tv may immediately revoke your access to and use of the Platform and all Content and Services; (b) all rights and licenses granted to you under this Agreement will terminate; (c) you must immediately cease all use of and access to the Platform and all Content and Services; (d) you must immediately delete any Applications you have downloaded or installed prior to termination; (e) all Fees then owed by you (including, for Annual Paid Subscriptions, any Fees applicable to the remaining subscription term) will become immediately due and payable; and (f) you must either return to Herogo Tv or, at Herogo Tv’s discretion, destroy any Content of Herogo Tv and any other information related to this Agreement in your possession or control.

14. SUSPENSION.
Herogo Tv may suspend, limit, disconnect, or terminate Your access to the Platform, Your Account, and any Content or Services, including Your Content, at any time and with or without notice to You, if Herogo Tv, in its sole discretion, determines that You have actually, threatened or suspected to breach this Agreement (including, but not limited to, failure to pay Fees or a violation of Section 7(h)) or applicable Law, or engaged in any other conduct that Herogo Tv deems inappropriate or harmful to the Platform, Herogo Tv, or any other User or third party. Such actions may be taken without prejudice to any other remedies available to Herogo Tv, including termination of this Agreement.

15. RESTARTING SERVICES.
In the event that your Account is disconnected, suspended, limited, or terminated for any reason, including non-payment, Herogo Tv may require You to pay any outstanding amounts owed (including all past due charges and outstanding balances accrued up to the date of disconnection) before reconnecting Your access to the Platform and Services. Please note that Herogo Tv is not obligated to reconnect Your access to any of the Services. If Your Services are disconnected, suspended, limited, or terminated for any reason, You may no longer be eligible to receive any remaining credits or promotional pricing that You would have been eligible to receive had Your subscription or other Services not been affected.

16. PLATFORM TECHNOLOGY.
The Technology used to operate the Platform, including the databases, software, hardware, and other technology, as well as the underlying data, information, and software code (collectively, the “Technology”), is the valuable trade secret and property of Herogo Tv. All rights, title, and interest in and to the Technology, including any additions, improvements, updates, and modifications thereto, are owned by Herogo Tv and constitute its intellectual property rights (IPR). You are not granted any ownership interest or license to use the Technology, apart from accessing the Platform under this Agreement. The trademarks, logos, and names associated with any Content or Services appearing on the Platform are the property of Herogo Tv and its providers, and You are not granted any right or license to use them.

For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world. This includes, but is not limited to, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

17. REPRESENTATIONS AND WARRANTIES.
By agreeing to this Agreement, you warrant and represent to Herogo Tv that: (a) you possess the necessary legal capacity and authority to enter into and be bound by this Agreement; (b) this Agreement constitutes a binding legal obligation on your behalf; and (c) you have the legal capacity, authority, and right to perform your obligations under this Agreement and to grant the rights and licenses set forth in this Agreement.

18. DISCLAIMERS.
• No Endorsement. All Content provided through the Platform is for entertainment purposes only. Neither Herogo Tv nor any licensor or provider of Herogo Tv recommends or endorses any specific products, services, procedures, opinions, or recommendations that may be included on the Platform or in any Content. Your reliance on any Content appearing on the Platform is solely at your own risk.
• No Additional Warranties. The Platform and all Content and Services are provided on an “as is” and “as available” basis. Herogo Tv and its providers do not warrant or guarantee the accuracy, completeness, adequacy, or currency of the Platform or any Content or Services and do not endorse the views or opinions that may be expressed in the Platform’s Content or other data, information, or content that may be provided through the Platform. Herogo Tv and its providers expressly disclaim any and all warranties and representations of any kind with regard to the Platform, Content, Services, and other subject matter of this Agreement, whether express, implied, or statutory, including, without limitation, any warranties of fitness for a particular purpose, merchantability, title, or non-infringement. No oral or written information or advice given by Herogo Tv, its employees, providers, or agents will increase the scope of, or create any new warranties in addition to, the warranties expressly set forth in this section.

19. INDEMNITY.
You agree to defend, indemnify and hold harmless Herogo Tv and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensors, and successors in interest (“Indemnified Parties”) from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (1) Your access to or use of the Platform or any Content or Services; (2) Your Content or any access to or use thereof; (3) any access to or use of Your Content by any other Users; (4) Your collection, use, or disclosure of any User Information, and (5) Your breach of any provision of this Agreement, including any representation or warranty. Herogo Tv will provide You with prompt notice of any such claim or allegation, and Herogo Tv will have the right to participate in the defense of any such claim at its own expense.

20. LIMITATION ON LIABILITY.
Herogo Tv shall not be held liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with this Agreement or the use of the Platform, Content or Services, regardless of the theory of liability, including but not limited to contract, strict liability, or tort (including negligence), even if Herogo Tv has been advised of the possibility of such damages. Such damages include, but are not limited to, loss of content, opportunity, revenues, profits, or reputation, business interruption, or procurement of substitute content, goods or services. The total cumulative liability of Herogo Tv, its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensors, and successors in interest, in connection with this Agreement, the Platform, and all Content and Services provided under this Agreement or through the Platform, whether in contract or tort or otherwise, will not exceed any amounts paid by You to Herogo Tv in the 12-month period preceding the events giving rise to any liability. You acknowledge and agree that Herogo Tv would not have entered into this Agreement without these limitations on its liability. To the extent that the limitation of liability for consequential or incidental damages is not permitted by applicable law, Herogo Tv’s liability is limited to the maximum extent permitted by law in that jurisdiction.

21. CLAIMS OF INFRINGEMENT.
Herogo Tv recognizes and respects intellectual property rights, including copyrights, and will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide the following information to Herogo Tv’s Copyright Infringement Agent at [email protected]:

• Identification of the copyrighted work and 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.
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please be advised that Herogo Tv will not respond to complaints that do not meet these requirements. If Herogo Tv determines that the materials alleged to infringe your copyright or trademark rights do not require removal, Herogo Tv will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, you may send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) identification of the material that was removed, and the location on the Services where it would have been found prior to its removal; (c) a statement under penalty of perjury that you have a good-faith belief that the material was removed as a result of a mistake or misidentification of the material; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located; or, if your address is outside of the United States, for any judicial district in which Herogo Tv may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature.

Notices and counter-notices with respect to the Services must meet the then-current statutory requirements imposed by the Digital Millennium Copyright Act (“DMCA”) and should be sent to the agent identified above. It is recommended that you consult your legal advisor before filing a notice or counter-notice and be aware that there can be penalties for false claims under the DMCA.

22. DISPUTES.
All disputes, controversies, or claims arising under, out of, or relating to this Agreement, including its formation, validity, binding effect, interpretation, performance, breach, or termination, and any non-contractual claims relating to this Agreement (each, a “Dispute”), will be attempted to be resolved by the parties in accordance with the procedures outlined in this section, except as otherwise provided below. If any Dispute cannot be resolved through negotiations between the parties within five days of notice from one party to the other of the Dispute, the Dispute will be finally settled through binding arbitration under the Rules of the JAMS (“JAMS”) then in effect. A request for arbitration, as specified in the Rules, may be delivered by either party to commence the arbitration. The arbitration will be conducted before a sole neutral arbitrator agreed upon by the parties. In the event that the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after a party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected according to the Rules. The arbitration will be conducted exclusively in English at a site specified by Herogo Tv in Houston, TX, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The non-prevailing party will be required to pay the costs, fees, and expenses incurred by the prevailing party in any such arbitration. The award of the arbitrator may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement, except as otherwise required by law.

23. GOVERNING LAW AND VENUE.
This Agreement will be interpreted in accordance with the laws of the State of Texas, U.S.A., as they apply to agreements between Texas residents that are performed wholly within Texas, without regard to any conflict of law provisions. Any action or proceeding arising from or relating to this Agreement will be brought exclusively in a federal or state court located in Houston, TX, U.S.A., subject to Section 21 (Disputes). By agreeing to this Agreement, you irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Herogo Tv.

24. NOTICES.
Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Herogo Tv by postal mail to the following address:

Herogo Tv, LLC
Attn: Legal Department
13004 Murphy Rd #212
Stafford, TX 77477

Herogo Tv may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to Herogo Tv in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of the Platform, Herogo Tv may instead provide such notice by posting on the Platform. Notices provided to Herogo Tv will be deemed given when actually received by Herogo Tv. Notice provided to You will be deemed given 24 hours after posting to the Platform or sending via email, unless (as to email) the sending party is notified that the email address is invalid.

25. LINKED SITES.
The Platform may provide links to third-party sites or Content that are not controlled by Herogo Tv. Accessing any third-party site or Content through the Platform is entirely at Your own risk, and Herogo Tv accepts no responsibility for any content on any linked site or Content. You are permitted to establish a link to the Site, but the link must not suggest any sponsorship or endorsement of Your site by Herogo Tv or any group or individual affiliated with Herogo Tv. The use of any Platform Content or marks that appear on the Platform to establish the link on Your site is prohibited. Prior written consent is required if You intend to frame or include the Platform’s content or other materials into another site.

26. ADDITIONAL TERMS.

This Agreement, unless amended as provided herein, will govern Your use of the Platform, including all Content and Services, and constitutes the complete and exclusive understanding and agreement between the parties. It supersedes any oral or written proposal, agreement, or communication regarding Your use of the Platform and all Content and Services. Unless expressly stated otherwise in this Agreement, it may only be amended or modified by a writing signed by both parties. Herogo Tv must provide all waivers under this Agreement in writing or later acknowledge them in writing. Failure by Herogo Tv to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, it will be removed to the extent necessary to comply with applicable Law, replaced by a provision that closely approximates the original intent and economic effect of the original, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal.

You may not assign or transfer this Agreement, including any rights or obligations, without the prior written approval of Herogo Tv. Any assignment in violation of this requirement will be null and void. Herogo Tv may assign this Agreement to any party that assumes Herogo Tv’s obligations under it. The parties are independent parties, not agents, employees, or joint venturers, and neither acquires the ability to bind or enter any obligation on behalf of the other. Any reference to “including” will mean “including, without limitation.” Upon request, You agree to provide documentation or records to Herogo Tv regarding Your activities under this Agreement to verify Your compliance with the terms of this Agreement and applicable Laws.

The following sections will survive any expiration or termination of this Agreement: 1-6, 7(d), 7(e), 8-12, 13(b), 14-19, and 21-25.