By using, registering for, or accessing hibyron.com or any of our services (collectively, the "Site"), you acknowledge that you have read and agreed to these Terms of Service (the "Agreement"). The Agreement is a binding contract between you and Byron Assistance, Inc. (the "Company," "we", or "us"). You further agree to be bound by the Privacy Policy available on the Site (the "Privacy Policy"), which is incorporated herein by reference. If you are entering into this Agreement on behalf of a company or other entity, you represent that you have the authority to do so, and that such entity agrees to, and is hereby bound by the Agreement, and in such a case the term "you" shall mean the entity, its affiliates, parents and subsidiaries.

We reserve the right to revise this Agreement at any time by updating this document on the Site. After such an update, you will be notified of the change through either email or when logging into the Site. Your continued use the Site after the update will constitute your acceptance of the revised Agreement.

BY ACCESSING OR REGISTERING FOR THE SITE, YOU ACCEPT THIS AGREEMENT IN ITS ENTIRETY AND WITHOUT LIMITATION.

1. Use of the Site

 

a. You warrant that you are 18 years of age or older, have the authority and capacity to enter into this Agreement, and that no portion of the Agreement or service of the Company is illegal or prohibited in your jurisdiction.

b. The Company grants you a limited, non-transferable, non-exclusive, personal license to use the Site for its intended purposes. We may restrict your access to Site, disable your Account, or limit or revoke this license at any time without notice if you breach, or threaten to breach, any term of this Agreement. No refunds will be issued or credits offered in the case of a termination of your license.

c. You agree that you will not:

i. data mine, reverse engineer, decode, copy, or index the Site or any portion thereof;

ii. use the Site to transmit anything that may be considered defamatory, harassing, harmful, or illegal;

iii. use the Site to violate the intellectual property or other rights of any other person

2. Byron Services

a. You will be required to create an account to fully utilize the site (the "Account"). You agree and warrant that you will:

i. Keep your account information, including username and password, confidential at all times; and

ii. Provide only truthful and accurate information when creating an account or communicating with the Company or any of its agents.

b. The Site provides personal assistance services (the "Services") on a monthly subscription basis (the "Subscription"). The Services are non-transferable and may be used only by you. By purchasing a Subscription, you agree to pay the then-current amount due for the Subscription as displayed on the Site.

c. Each Subscription corresponds to an allotted maximum number of hours that the Company and its agents may spend on Projects (as defined below) submitted by you during the month. Allotted hours will roll over only if you have an active Account in good standing with payment information linked to such Account. Notwithstanding anything to the contrary, allotted hours will be forfeited upon the termination of any Account, even if such Account is later reactivated. No credits will be due for unused hours except as expressly described herein. The Company will be the sole and final arbiter regarding the number of hours expended on Projects.

 

d. Your Subscription will automatically renew at the then-current amount for a term equal to the original term of the Subscription. You authorize the Company to charge your credit card on file for the then-current amount of each Subscription renewal each month. You may cancel your Subscription at any time but under no circumstance shall the Company issue any refund, setoff, or credit.

e. The Services may be rendered by requesting the Company complete certain tasks or projects, as specifically outlined on the Site, including the services listed on the "Services" page of the Site (each request a "Project"). You may submit Projects through the designated page on the Site, via email, via SMS, or through such other methods as the Company may, from time to time, designate.

 

f. The Company may utilize third party contractors to complete Projects.

g. When you submit a Project, you will be required to mark the amount of time estimated to complete the Project. Projects sent through SMS message will be automatically input with a one hour time estimate. The Company may utilize any amount of time up to and including the estimated time to complete the Project. If the Project cannot be completed in the time that you estimated, we will send a request to you for additional time. You may approve or deny the request.

h. Projects that request the Company to schedule a meeting will not require a time estimate. In the rare event that a meeting scheduling Project takes more than 30 minutes to complete, we will notify you of the time overage but will schedule the meeting without any confirmation on your part.

i. If you request a Project that involves a purchase or cost, the Company will incur the charge and will then charge your credit card on file for the actual amount in addition to any Subscription fees. You will be asked for approval of the price before any purchases or costs are incurred. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. We partner with Stripe to manage payments; by using our Service you agree to provide Stripe with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) ("Payment Provider") and also agree to Stripe's Terms of Service.

j. The Company may be unable to undertake or complete certain Projects. In this case, we will alert you that the Project cannot be completed. The Company shall under no circumstance be liable for any loss, damages, costs, or other liabilities related to our inability to undertake or complete a Project.

3. Intellectual Property and Confidentiality

a. If the Company or its agents creates any original work for you as the result of a Project, the Company will do so as a "work made for hire" as that term is understood by the United States Copyright Act. All rights to the original work created for the Project will be owned by you, but you hereby license the Company the right to use and store the work to complete further Projects for you.

b. The Company will take reasonable steps to protect and keep secret your Confidential Information provided to the Company through the submission of a Project. As used in this Agreement, "Confidential Information" means non-public information that you instruct the Company to keep secret, but does not include information that (1) becomes generally available to the public other than an unauthorized disclosure by the Company or its agents; (2) was or becomes available to the Company or its agents on a non-confidential basis prior to your disclosure of the information to the Company or its agents; (3) is independently developed by the Company or its agents without reference to your Confidential Information; or (4) information the Company or its agents are required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect the Company's rights or property, or the rights or property of our agents or our other clients. The Company may share your Confidential Information with its agents as necessary to complete Projects.

c. You acknowledge that any intellectual property used on the Site or by the Company is property of its respective owner and that no license, assignment, or sale of intellectual property has been offered to you. You agree not to use any of the intellectual property associated with the Site or Company, or derivatives thereof, including the name “Byron" or "Byron Assistance" for any purpose other than those expressly permitted in this Agreement. The Company reserves all rights to its intellectual property, including (without limitation), copyrights, trademarks, patents, trade secrets, and trade dress.

d. The Site may utilize certain third party software, scripts, and applications ("Third Party Applications”) to deliver functionality to users. Your use of the Site is subject to your agreement to the respective terms of use and licenses of all Third Party Applications. 

4. Non-Solicitation

a. You will not solicit, recruit, encourage, induce, attempt to solicit, recruit, encourage, or induce, any of the Company's employees, agents, contractors, or affiliates in order to provide services of any kind to you outside of the scope of the Site and this Agreement, whether as a contractor, employee, or otherwise. You acknowledge and agree that if you breach this Section 4(a), the Company will incur immediate, direct, and substantial harm which would be very difficult to compute with certainty as a basis for recovery of actual damages. You therefore acknowledge and agree and that the liquidated damages described in this Section 4(a) represent a fair and reasonable method of calculating damages and that it is in no way punitive. You acknowledge and agree that liquidated damages in the amount of $30,000.00 USD may be assessed and recovered by the Company against you in the event of any breach of this Section4(a) and without any requirement that the Company present any evidence of the amount or character of actual economic damages incurred. These liquidated damages are in addition to, and not in lieu of, the Company's right to an injunction against you for such a breach.

5. Limitation of Damages

a. The Site is provided "as is," where is," and "with all faults," and without warranty of any kind, whether express, implied, or otherwise.  Without limiting the foregoing, the company expressly disclaims any warranty of fitness for a particular purpose, merchantability, or accuracy.  We do not warrant that the Site will be free of bugs, errors, viruses or other defects, and the Company shall have no liability of any kind for the use of or inability to use the Site or any of the Services.

b. The Company shall in no way be responsible for any losses or damages whatsoever, including lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages, arising out of or relating to this Agreement, the Site, or Services of the Company, whether based in contract, tort (including negligence), strict liability or other theory, even if the Company has been advised of the possibility of such damages. We may be unable to complete some Projects and some Projects may not be completed to your satisfaction. Your sole recourse in such a case is to cancel your Subscription.

c. You agree to indemnify and hold the Company, its subsidiaries, parents, and affiliates, and its and their officers, agents, partners and employees, harmless from any loss, liability or claim, made by any third party due to or arising out of your breach of or failure to comply with this Agreement, your use of the Site, and your violation of any statute, regulation, ordinance, code, or agreement.

6. Disputes

a. Any dispute or claim arising out of or relating to this Agreement shall be adjudicated by binding arbitration between the parties in New York City, New York. Thus, the parties agree that they are expressly waiving their right to a trial. Arbitration under this Section 6(a) shall be administered by the American Arbitration Association. The arbitration panel shall consist of one arbitrator, chosen in good faith by the parties, or if the parties cannot agree, by the American Arbitration Association. Arbitration shall be governed exclusively by the laws of the state of New York and the United States.

b. You agree to waive your right to participate in any class action, including any class or group arbitration.

c. Notwithstanding the terms of this Section 6, each party retains the right to bring an individual action to seek injunctive or other relief in a court of competent jurisdiction to prevent the actual or threatened tortious interference with a business relationship or contract or to enforce Section 4 of this Agreement.

7. Miscellaneous

a. The Company may provide you with messages regarding the Company, the Site, or its business partners via email or SMS message. You hereby expressly consent to receive such messages, and further consent that by registering for an Account, that you have electronically signed your name agreeing to such.

b. This Agreement, coupled with the Privacy Policy incorporated herein by reference, represents the full, complete, and final entire agreement between you and the Company regarding the use of the Site and the Services. If any provision of this Agreement is found to be invalid, the remainder of this Agreement shall continue in full force and effect to the maximum extent allowed by law, giving weight to the intended agreement of the parties.

c. Any delay or failure of the Company to exercise or enforce any portion of this Agreement shall in no way constitute acquiescence or a waiver of rights.

 

d. We welcome your comments, suggestions, and inquiries and encourage you to contact the Company through the contact tools on the Site.

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