Welcome to HELLIKNOW IOWE LOTS, LLC. These Terms of Service ("Terms") govern your access to and use of our website, products, and services. By accessing or using our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our website or services.
HELLIKNOW IOWE LOTS, LLC is a limited liability company operating under the laws of the State of Ohio. These Terms constitute a legally binding agreement between you and HELLIKNOW IOWE LOTS, LLC. Please read them carefully before using our services.
For the purposes of these Terms, the following definitions apply:
HELLIKNOW IOWE LOTS, LLC provides computer systems design and related technical services, including but not limited to:
The specific scope, deliverables, and timelines for services provided to a Client shall be defined in a separate Statement of Work (SOW) or service agreement entered into between the parties. In the event of any conflict between these Terms and a SOW, the SOW shall prevail with respect to the specific services described therein.
All content, materials, designs, software, code, algorithms, methodologies, documentation, and other intellectual property created, developed, or provided by the Company in connection with the Services, including any improvements, modifications, or derivative works thereof ("Company IP"), are and shall remain the sole and exclusive property of the Company. Nothing in these Terms grants you any right, title, or interest in or to any Company IP, except for the limited right to use the Services as expressly provided herein.
Any data, information, materials, or intellectual property provided by you to the Company ("Client IP") shall remain your property. You grant the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify the Client IP solely for the purpose of providing the Services to you. This license terminates upon completion of the Services, except as necessary to fulfill ongoing obligations or as required by law.
Any feedback, suggestions, ideas, or recommendations you provide regarding the Services shall become the property of the Company. You hereby assign all rights, title, and interest in such feedback to the Company. The Company shall have no obligation to keep such feedback confidential or to compensate you for it.
All rights not expressly granted in these Terms are reserved by the Company and its licensors. You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any Company IP without the Company's prior written consent.
Fees for services shall be as set forth in the applicable SOW or service agreement. Payment terms include:
Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the course of the relationship. Each party agrees:
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order.
The Company warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.
The Company does not warrant that: (a) the Services will be uninterrupted, timely, secure, or error-free; (b) any defects or errors will be corrected; (c) the Services will meet your specific requirements; or (d) the results obtained from the use of the Services will be accurate, complete, or reliable.
You warrant that you have the authority to enter into these Terms and that your use of the Services will comply with all applicable laws and regulations.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION IS CUMULATIVE AND NOT PER-PROJECT.
THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT THE COMPANY WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with the Company in asserting any available defenses.
These Terms shall remain in full force and effect while you use the Services. The Company may terminate or suspend your access to the Services at any time, without prior notice or liability, for any reason, including if you breach these Terms.
Upon termination:
Either party may terminate the Agreement for convenience upon thirty (30) days' written notice. The Company may also terminate the Agreement immediately if you fail to pay any amounts due when due.
These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Ohio. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue or inconvenient forum.
Prior to initiating any legal proceeding, the parties agree to attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved within thirty (30) days, either party may submit the dispute to mediation before filing any legal action. The parties shall share the cost of mediation equally.
When using our Services, you agree to comply with the following rules of conduct:
The Company reserves the right to investigate and take appropriate legal action against anyone who violates these provisions, including suspending or terminating access to the Services and reporting such conduct to law enforcement authorities.
Our Services may contain links to third-party websites, applications, or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.
The inclusion of any link does not imply endorsement by the Company of the third-party site or service. You access such third-party sites or services at your own risk. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
The Company 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 content, goods, or services available on or through any third-party sites or services.
Neither party shall be held liable for any delay or failure in performance of its obligations under these Terms to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labor disputes, government actions, embargoes, supply chain disruptions, internet service provider failures, power outages, or other events that are unforeseeable and beyond the parties' control.
The affected party shall promptly notify the other party of the force majeure event and shall use reasonable efforts to mitigate its effects. The obligations of the affected party shall be suspended for the duration of the force majeure event. If the force majeure event continues for more than thirty (30) consecutive days, either party may terminate the Agreement upon written notice without further liability.
These Terms, together with any SOWs, service agreements, and other documents incorporated herein by reference, constitute the entire agreement between you and the Company regarding your use of the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The failure of the Company to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
These Terms may not be assigned by you without the prior written consent of the Company. The Company may assign these Terms without restriction. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:
Email: support@helliknow.shop
Phone: +1 (218) 384-0990
Address: 12310 STOWE DR POWAY, OH 92064