SECTION A – GENERAL TERMS OF USE

1. AGREEMENT & ACCEPTANCE

We appreciate your decision to use the services offered by HEDGI, LLC a California limited liability company (referred to as “Hedgi,” “we,” “our,” or “us”). HEDGI is an online bookkeeping platform through which users can classify income and expense items, identify potential tax deductions and gain access to related services. These Terms govern and apply to all persons who access or use (referred to as “user,” “you” or “your”) our services, which consist of the website www.hedgi.com (the “Website”), and including any software, features, content, functionality, other services or products offered through the Website (collectively referred to as the “Services”). These Terms constitute a binding contract between you and Hedgi.

Please carefully read these Terms of Use, our Terms of Service, and Privacy Policy before using any of our Services. These Terms include, among other things, additional terms and conditions, including those from third parties, and any terms that are given to you individually in connection with the Services, such as those relating to orders, activations, payment terms, data processing agreements, etc. By accessing, installing, or otherwise using any of the Services, you acknowledge you have read these Terms of Use, Terms of Service and Privacy Policy, that you understand them, and agree to be bound and abide by them, together with any policies they expressly incorporate by reference (collectively the “Terms”).

You accept these Terms by installing, accessing, or using the Services, or by clicking “I Agree” when visiting the Website or creating an account, each of which expresses your agreement electronically. You are not permitted to use the Services if you are not willing to agree with or accept these Terms. The term “you” will include you, and your company and/or client if you are a person acting on behalf of a company or another person’s company or client in accepting these Terms.

You must be at least 18 years old to use our Services. By creating an account or otherwise accessing or using our Services, you represent and warrant that you are 18 years of age or older, and can enter into a legally binding contracts under applicable law. If you do not meet these requirements, you must not access or use the Services. If you allow any minors under the age of 18 to access or use the Services, you shall be solely responsible for their uses of the Services, and you (or your legal parent or guardian, as applicable) shall indemnify us against any losses, claims or damages that may result.

THESE TERMS REQUIRE THE USE OF ARBITRATION, ON AN INDIVIDUAL BASIS, TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE REVIEW THE DISPUTE RESOLUTION DETAILS IN SECTION 15 BELOW.

2. EXPRESS DISCLAIMERS

• No Tax Services. OUR COMPANY DOES NOT PROVIDE ANY TAX ADVICE OR TAX SERVICES OF ANY KIND. Hedgi does not offer any services, guidance, counsel or advice in the areas of law, finance, accounting, taxes, health care, real estate, or any other fields. Hedgi is simply an online technology provider. Our online Services are solely to provide a platform by which users may classify income and expense items, and identify potential tax deductions. The deduction recommendations and risk tolerance indicators are generated from a continuously changing data set, which is based on a combination of commonly accepted deductions and the rate that the deductions are selected by other users. These recommendations and indicators are not determined by Hedgi, should not be taken as tax advice, and should not be used as a substitution for an accountant or other tax professional. If you have any questions or uncertainty about any deductions, you should seek the assistance of a qualified tax professional.

• General Purposes. The information presented on or through the Services is for general informational purposes only, and any referenced resources may change from time to time. We do not warrant the accuracy, completeness or usefulness of such information, including any deduction recommendations or risk tolerance indicators. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, any other users, or anyone who may be informed of any of its contents.

3. INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP

• Intellectual Property Ownership. The Services and its entire contents, features and functionality (including but not limited to the Hedgi Data Set, your Selections, and all information, software, text, displays, documents, images, illustrations, photographs, auction listings, graphics, domains, logos, slogans, video, audio, and the design, selection and arrangement thereof), are owned by Hedgi, its licensors or other respective providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws (“Intellectual Property”). You may not use any such Intellectual Property without our express authorization, and only in accordance with these Terms. You are only permitted to use the Services in the limited ways that Hedgi has expressly specified in these Terms, and Hedgi retains all other rights in and to the Services.
• License. Hedgi hereby grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services in accordance with these Terms, subject to your compliance with all applicable payment obligations and other terms and conditions under these Terms. This license is for the sole purpose of allowing you to access or use the Services as authorized, and no other rights or licenses are granted by implication or otherwise.
• Trademarks. The Hedgi name, and all related names, logos, product and service names, designs and slogans (“trademarks”) are trademarks of Hedgi or its affiliates or licensors. You must not use such trademarks without prior written consent of Hedgi. All other trademarks appearing on the Services are trademarks of their respective owners.
• Prohibited Uses. You hereby agree not to use the Services in any manner that contravenes any such Intellectual Property laws, regulation, or these Terms, nor to authorize any third party to do so. You agree that you will not:
• Provide access to or give any part of the Services to any third party.
• Reproduce, modify, alter, publicly display, download, store, extract, copy, sell, trade, distribute, transmit, lease, rent or resell the Services or any Intellectual Property or other materials on the Services.
• Decompile, disassemble, republish, create derivative works of, or reverse engineer, the Services.
• Make the Services available on any file-sharing or application hosting service.
• Delete or alter any copyright, trademark or other proprietary rights notices on the Services.
• User Content. All information that users upload, send, post, create, select, save, or otherwise make through the Services is referred to as Content. This includes, without limitation, any information that users (including you) contribute through their usage of the Services, whether by uploading financial spreadsheets, classifying items of income and expense, and selecting deductions. You hereby grant Hedgi a worldwide, royalty-free, non-exclusive license to host and utilize your Content by making it accessible through the usage of the Services, and by using it in accordance with these Terms. You are expected to regularly archive your Content. Hedgi is not liable for any lost or irrecoverable Content, and is not responsible for any Content you submit through the service.
• Comments & Feedback. If you (or any of your employees or personnel) send or transmit any communications or materials to Hedgi by email, phone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality, or any comments, questions, suggestions, or the like (“Feedback”), Hedgi is free to use such Feedback in any form, including in further updates to the Services, other goods or services, and promotional materials. You hereby assign to Hedgi all right, title, and interest in and to such Feedback, and Hedgi is free to use such Feedback without any attribution or compensation to any party, and any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever and in anyway it sees fit. Provided however, that Hedgi is not required to use any Feedback. The foregoing shall not apply to a user’s confidential information that may be contained in any Feedback.
• Infringement. If you print, copy, modify, download any part of the Services in breach of the Terms, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in the Services or any content on the Services is transferred to you, and all rights not expressly granted in these Terms are reserved by Hedgi. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

4. USE WITH YOUR ELECTRONIC DEVICE

• Availability. Services may be interrupted from time to time, for maintenance, repairs, upgrades, or network or equipment failures.
• Access & Data Plan. You can access the Services through a compatible electronic device and internet access. You are responsible for obtaining all necessary devices, and data connections for using the Services, for making all arrangements necessary for you to have an Internet connection, and access to the Services, for all fees, taxes, or carrier data plans, associated with your use of the Services, as well as any modifications, updates, fees, and contractual obligations you may have with your mobile device and telecommunications provider.

HEDGI MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: YOUR PROVIDER’S PROVISION OF TELECOMMUNICATION SERVICES OR YOUR ABILITY TO ACCESS THE SERVICES AT ANY TIME OR FROM ANY PLACE; ANY LOSS, DAMAGE, OR SECURITY INTRUSION OF YOUR TELECOMMUNICATION SERVICES; OR ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS RELATED TO THE SERVICES.

5. DATA PROCESSING AND PRIVACY POLICY

You acknowledge that Hedgi will process your personal information as outlined in our Privacy Policy when you use our Services. Our Privacy Policy explains our practices for collecting and using information. All information we collect through the Services, including information you provide during registration, or otherwise, is subject to and governed by our Privacy Policy, which is incorporated into this document by this reference. By accessing, installing or otherwise using the Services, you agree to be bound by the Privacy Policy, and consent to all actions taken by us relating to your information pursuant to the Privacy Policy.

6. USE OF THE SERVICES

• Authorized Uses. You agree to use the Services only for the purpose of general bookkeeping, classifying income and expense items, identifying potential tax deductions, and using other features and functionality for the purpose of which they are provided. You may use the Services only for lawful, authorized, and acceptable purposes, and in accordance with these Terms. These Terms permit you to use the Services for your personal, non-commercial use only. You must not access or use for any commercial purposes any part of the Services or materials available through the Services.
• Unauthorized & Prohibited Uses. You agree that you (any third party acting on your behalf) shall not use the Services to do any of the following:
• Transmit or procure the sending of any advertising or promotional material, including any investment offers, solicitations, junk mail, chain letters, pyramid schemes, bulk messaging, auto-messaging, spam, other unsolicited commercial communication, or similar solicitation.
• Impersonate or attempt to impersonate Hedgi, a Hedgi employee, another user of the Services, or any other person or entity, or falsely represent your name or qualifications, or violate someone else’s privacy (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
• In any manner that is unlawful, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, indecent, abusive, inappropriate, or objectionable, including without limitation behavior that is excessively violent, incites or threatens violence, encourages “flaming” others, or that could subject the poster to criminal or civil liability under any local, state, federal, or foreign law;
• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export or trade of data or software to and from the US or other countries).
• Transmit any content that you do not have the right to use or transmit.
• In any way that violates, misappropriates, or infringes the rights of Hedgi, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights.
• Engage in any conduct that interferes, restricts or inhibits any other person’s use or enjoyment of the Services, that violates other person’s rights, that puts someone’s safety or health at risk, or which, as determined by us, may harm Hedgi or users of the Services, or expose them to liability to third parties.
• Engage in any other activity if your activities, business, products or services are objectionable, or if they promote, support, or engage in any of the restricted uses described above.
• Harm to Software. Additionally, you agree not to:
• Use any device, software or routine, or otherwise use the Services in any manner, that could disable, overburden, damage, interfere, impair or disrupt any part of the Services, or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
• Implement or introduce any software or data that is disruptive or destructive, such as viruses, Trojan horses, worms, logic bombs, denial-of-service attacks, or other material that is malicious or technologically harmful.
• Access or use any Content prohibited under these Terms;
• Collect or use personal or confidential information, including phishing, pharming, spidering, and harvesting.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer or database connected to the Services.
• Use any robot, spider or other automatic device, process or means to access, retrieve, crawl, scrape, or otherwise index, any portion of the Services for any purpose, including but not limited to posted items, user profiles, names, addresses or photos.
• Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
• Collect the information of or about our users in any impermissible, unauthorized or prohibited manner.
• Otherwise attempt to interfere with the proper working of the Services in any way.

7. ACCOUNT SECURITY

• Registration & Contact Information. You agree to only create and maintain one (1) user account for your use of the Services. It is a condition of your use of the Services that all registration information you provide is correct, current and complete. For purposes of registration, you must provide an accurate and up-to-date name, email address, phone number, and financial information for paying for the Services. You further agree to provide us with any further documents we may request from time-to-time to verify your identity or as necessary to complete a purchase.
• Account Security. If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You are required to keep track of your passwords and accept updates. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password or other security information. You are in charge of keeping your password(s) for the Services secure, and are responsible for any activity that occurs under your screen name. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You must immediately notify Hedgi if you discover any unauthorized access to, or use of, your account, username or password or any other security breach.

8. ADDITIONAL TERMS & THIRD PARTY SERVICES

• New Services. From time to time, we may inform you of other Hedgi products or services, and Hedgi may provide you with access to such additional services, goods, or promotions at its sole discretion. Any such other products or services may be subject to additional terms and conditions, restrictions and charges.
• Third-Party Policies. We may integrate or connect other third-party services, products or content, to work in connection with our Services (such as bank account information feeds, or payment processors). Please note, when you access or use third-party services, those services are governed by the third party’s terms of use and policies.

• Third-Party Services. The Services may include links to services provided by third parties, including accountants or other tax advisors. We are not responsible or liable to you, or any third party, for the content or materials provided by any third parties or for any products or services provided by any third party. All statements and opinions expressed in such content are solely the opinions and responsibility of the party providing it. Such content does not necessarily reflect the opinions of Hedgi. The terms of any tax services that may be promoted through the Services, including scope of services, payment, scheduling, tax filings, cancellations or refunds for any third-party services, shall be governed by the terms of each third-party provider. Any tax services conducted between a user and a third-party provider are solely conducted between that user and third-party provider, and Hedgi has no involvement with such services in any way. We expressly disclaim any liability arising from such services. If you have questions or requires assistance with respect to any policies provided by a third party, you must contact that third party directly.

• Third-Party Links. If the Services contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links for external tax services, and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

9. DISCLAIMER OF WARRANTIES.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining external means to reconstruct any lost data.

YOU UNDERSTAND THAT YOUR USE OF THE SERVICES, ITS CONTENT AND ANY MATERIALS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT. THE SERVICES, ITS CONTENT AND ANY SERVICES, MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS SPECIFIED IN THESE TERMS, HEDGI, ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS, OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANDABILITY, DATA LOSS, NON-INTERFERENCE WITH, OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY, AND THOSE ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. NEITHER HEDGI NOR ANY PERSON ASSOCIATED WITH HEDGI MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER HEDGI NOR ANYONE ASSOCIATED WITH HEDGI REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, SECURE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OTHER HARMFUL COMPONENTS OR DESTRUCTION OF DATA. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IF A COURT OF COMPETENT JURISDICTION HOLDS THAT ANY IMPLIED WARRANTIES ARE CREATED UNDER THESE TERMS BY OPERATION OF LAW, SUCH IMPLIED WARRANTIES, IF ANY, SHALL BE LIMITED TO 60 DAYS FROM THE DATE OF THE INITIAL PURCHASE OF THE SERVICES.

HEDGI EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT YOUR USE OF THE SERVICES OR ANY OTHER SERVICES OR ITEMS WILL MEET YOUR NEEDS OR EXPECATION, OR SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS, LAWS, OR REGULATIONS (INCLUDING ANY APPLICABLE TAX LAWS).

10. LIABILITY LIMITATION

HEDGI, ITS AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS AND SUPPLIERS’ ENTIRE AGGREGATE LIABILITY TO ANY PARTY FOR ANY CLAIMS RELATING TO THESE TERMS (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OF OTHERWISE) SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATION TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

HEDGI, ITS AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS, AND SUPPLIERS SHALL NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS; OR (B) ANY DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF GOODWILL, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, LOSS OF USE, USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET HEDGI SYSTEMS REQUIREMENTS, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE; IN EACH CASE THAT ARISE OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY CONTENT ON THE SERVICES OR ANY SERVICES, MATERIALS OR ITEMS OBTAINED THROUGH ANY THIRD-PARTY SERVICES, EVEN UF SUCH DAMAGES WERE FORESEEABLE. EVEN IF HEDGI OR ITS AFFILIATES OR SUPPLIERS WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE ABOVE LIMITATIONS STILL APPLY. THESE TERMS DEFINE HEDGI’S AND ITS AFFILIATES’ ENTIRE LIABILITY AND YOUR SOLE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

11. INDEMNIFICATION

You shall indemnify, defend and hold harmless Hedgi, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses, including reasonable legal fees and costs (collectively referred to as “Claims”) arising out of or relating to: (a) the violation of these Terms by you or anyone using your account; (b) your use or misuse of, or access to the Services, including, but not limited to, your User Contributions, and your use of any information obtained from the Services; (c) your interaction with any users; and (d) any other uses other than as expressly authorized in these Terms. In the event a Claim for indemnification arises, Hedgi shall provide prompt written notice of the Claim to you. Thereafter, you shall, at your sole cost and expense, assume defense of such Claims; provided however, that HEDGI has the right to participate in or take on the exclusive defense and management of any Claims, at its sole discretion and expense, and settle such Claim on any terms it deems appropriate. You consent to provide HEDGI with reasonable assistance as needed for the defense of any Claims.

12. CHANGES

• Changes to Terms. At our sole discretion, we reserve the right to update these Terms at any time. Changes will take effect immediately when they are posted through the Services, and we shall notify you when such changes are made. You are expected to check the Terms page from time to time so you are aware of any changes, and must read these Terms carefully each time we notify you of any changes, as they are binding on you. Your continued use of the Services following the posting of revised Terms means you accept and agree to the changes.
• Changes to Services. We have the right to withdraw, modify, amend or stop offering the Services, and any services, products, features, functionality or materials provided through the Services, in whole or in part at any time, in our sole discretion. We will not be liable if, for any reason, all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or all of the Services, to users, including registered users. We may update content on the Services from time to time, but any of the content on the Services may be out of date at any given time, and we are under no obligation to update such content. Enhancements, third-party apps, or general updates may be periodically added in order to improve them.

13. ENFORCEMENT & TERMINATION

• Enforcement. Hedgi may, in its sole discretion and without prior notice:
• Refuse service to anyone for any reason at any time.
• Restrict, deny, modify, terminate or suspend your use of and access to all or any part of the Services, or any information, materials or services located on our Services, in whole or in part, effective immediately, for any reason, including but not limited to our determination that: your use of the Services violates these Terms, is improper or exceeds or deviates from normal use by other users, infringes any Intellectual Property rights or other right of any person or entity, raises suspicion of fraud, misuse, security concern, illegal activity, or unauthorized access, is defamatory, threatens the personal safety of other users or the public, or could cause harm to Hedgi.
• Remove or disable any user Content that is allegedly, or that we judge to be, unpleasant, unwanted, unsuitable, or in violation of these Terms.
• Reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark to those usernames, or disable any username, password or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
• Disclose your identity or other information about you to any third party who claims that material provided by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• Termination. If Hedgi notifies you that your use of or access to the Services has been discontinued, your license to use the Services shall immediately terminate, and you must stop using the Services immediately. Provided however, that Hedgi’s rights to any payments owed to it will not be impacted by any termination of these Terms. Upon such termination, any unpaid fees will become immediately due. A free account may be cancelled at any time by Hedgi. Even in the event that these Terms are terminated, and are not replaced by new Terms, such provisions which by their nature are intended to survive, shall survive such termination and continue to be in force.
• No Liability. We assume no liability for any action or inaction regarding transmissions, communications, or Content provided by any user or third party.

• Law Enforcement. In order to fulfill our legal duties, safeguard Hedgi or its clients, or maintain the functionality of the Services, we may share any information we deem essential. In order to operate the Services, to ensure adherence to these Terms, and to comply with any law or other legal obligations, Hedgi may monitor access to or use of the Services or Content. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials through the Services. YOU WAIVE AND HOLD HARMLESS HEDGI AND ITS AFFILIATESS AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, AS A RESULT OF, OR CONSEQUENCE OF, INVESTIGATIONS BY ANY SUCH PARTIES OR OTHER LAW ENFORCEMENT AUTHORITIES.

• Content Storage. Deleted content may be stored by us in order to comply with certain legal obligations and is not retrievable without a valid court order. We encourage you to maintain your own backup of your data and personal information. We will not be liable for any modification, suspension, discontinuation, or loss of any user data.

14. GOVERNING LAW AND JURISDICTION

All matters relating to the Services and these terms, and any dispute or claim arising therefrom or related thereto (including non-contractual disputes or claims) shall be governed and construed by the laws of the State of California, in the United States of America, without regard to its conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the courts of the County of San Diego, in the State of California, in the United States of America. Any legal suit, action or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively within the State of California, County of San Diego. However, we reserve the right to bring any suit, action or proceeding against you for breach of these Terms in your country and county of residence or any other relevant country or county. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of these Terms, or any infringement (or anticipated infringement) of Hedgi’s Intellectual Property rights will cause Hedgi irreparable damage for which recovery of money damages would be inadequate. You acknowledge and agree that Hedgi shall be entitled to seek (in any court of competent jurisdiction, notwithstanding the preceding clause) any relief (whether equitable or otherwise) to prevent or restrain any such breach or anticipated breach by you or to otherwise protect Hedgi’s rights under these Terms, in addition to any other remedies available to it.

15. DISPUTE RESOLUTION

• Arbitration. For any dispute between you and Hedgi, arising from the use of these Terms or the Services (including disputes arising from or concerning their interpretation, violation, invalidity, or termination, and your right to privacy or publicity), you agree to first contact Hedgi and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve the dispute informally, Hedgi may, at its sole discretion, require users located in the United States to submit any disputes to final and binding arbitration in the State of California, County of San Diego, under the Rules of Arbitration of the American Arbitration Association, applying California law. Nothing in this section shall prevent either party from seeking injunctive or equitable relief from the courts for matters related to intellectual property rights or unauthorized access to the Services. ALL USERS AGREE TO WAIVE THE RIGHT TO TRIAL, EXCEPT FOR MATTERS THAT MAY BE BROUGHT IN SMALL CLAIMS COURT. YOU MAY REVIEW THE AAA RULES AT WWW.ADR.ORG.
• No Class Actions. You agree that you may only bring disputes against Hedgi on your own behalf, and not on behalf of any other person or entity, or any class of people. You agree not to participate in any class action, class arbitration, or consolidated disputes. In any dispute, neither you nor Hedgi will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

• Limitation On Time To File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16. GEOGRAPHIC AND EXPORT RESTRICTIONS

• Services Based in US. The owner of the Services is based in the State of California in the United States. Hedgi makes no claims the Services or any of its content will be suitable or accessible outside of the United States. The Services are not intended for use in any country where such use would violate local law or would subject Hedgi to the laws or regulations of another country. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with all local laws that apply to how you use and gain access to the Services. We reserve the right to limit our Services in any country.
• Export Laws. You will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations, including import and export regulations. You will not, directly or indirectly, export or re-export any portion of the Services in contravention of these laws and regulations. You agree to not download or use the Services if you are located in a restricted country, if you are listed on any US or non-US restricted-parties list, or for any reason prohibited by export and trade laws, and you agree not to disguise your location through IP proxy or other methods. You agree to not, directly or indirectly, export, provide or otherwise transfer our Services to any individual, entity prohibited by export and trade laws, to anyone on US or non-US government restricted parties’ lists, or for any purposes prohibited by export and trade laws, including nuclear, chemical or biological weapons, or missile technologies without the required government authorizations.

17. GENERAL

• Amendments & Waivers. Any amendment or waiver to our Terms requires our express consent.
• Waiver. No waiver by Hedgi of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Hedgi to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

• User Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these

• Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, the impacted provision of these Terms shall be eliminated or limited to the minimum extent necessary, without affecting the remaining provisions of these Terms, which shall continue to be legal and enforceable. The Convention on Contracts for the International Sale of Goods of the United Nations shall not be applicable to these Terms.

• Transferability. Hedgi may freely assign any of its rights and obligations under these Terms, to any of its affiliates, or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law, and Hedgi may transfer your information to any of our affiliates, successor entities, or new owner. You may not transfer any of your rights or obligations under these Terms without prior written consent from Hedgi.

• Language. Our Terms are written in English. Any translated version (if any) is provided for your convenience. If any translated version of our Terms conflict with the English version, the English version shall control.

• Entire Agreement. These Terms, together with all other policies incorporated or referenced hereunder, constitute the complete agreement between you and Hedgi with respect to the subject matter hereof and replaces all prior agreements, understandings, communications, alleged representations and warranties (whether oral or written). If any future Terms are agreed to, such future Terms shall govern.

18. NOTICES.

We may provide any notice to you under these Terms by: (a) sending a message to the email address you provide during registration; or (b) by posting to the Website. Such notices will be effective when the email is sent, or when posted. It is your responsibility to check the Website from time to time, and keep your email address current, so you can stay updated on changes.

To give us notice under these Terms, you must send written notice by personal delivery, overnight courier, or registered or certified mail, to: 1011 Camino Del Rio S, Suite 150, San Diego, CA 92108. We may update the address for notices to us by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

19. QUESTIONS

We always welcome any feedback you may have about Hedgi or our services. All feedback, comments, requests for support and other communications relating to the Terms or Services should be directed to: admin@hedgi.com.

These Services are operated by HEDGI LLC, a California limited liability company.