Last Updated: November 1st, 2020
This Site Terms of Service Agreement (“Terms”) governs your use of the HEYALLO platform offered by 9424-4431 Québec Inc., doing business as HEYALLO (“we”, “us”, or “HEYALLO”), including our website (www.heyallo.com), and services we provide through it (collectively, the website and services referred to as our “Site”). “You” refers to you as a user of the Site.
All users of, including visitors to our Site are subject to the Terms as well as our Rules of Conduct.
If you are a Talent User (defined below), you are subject to the Talent Terms of Service (“Talent Terms”).
Please read the Terms carefully. By accessing, browsing, using our Site, or otherwise indicating your acceptance (for example, by creating or logging into an account), you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access, browse or use our Site.
1. HEYALLO Platform
Account: In order to use certain services on our Site, you must create an account. By doing so, you agree to provide and maintain truthful and accurate information. You agree not to create an account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for the security of your account information and are fully responsible for all activities that occur on or in connection with your account. You should not reveal your account information to others. You shall notify us immediately of any unauthorized access or use of your account at firstname.lastname@example.org. You agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your account. You further agree that you are entirely responsible for ensuring that you and/or your child is aware of, understands and complies with the terms of these Terms.
2. HEYALLO Video
a. Through your account, you may request a personalized video (“HEYALLO Video”) from celebrities, including athletes, artists, influencers, and others (each, a “Talent User”). You may obtain a HEYALLO Video for you or a third party (“Recipient”). You may make this request on a Talent User’s booking page. In relation to this service, you acknowledge and agree that:
- we may reject any of your request and that the Talent User has sole discretion to determine how to fulfill it;
- once you receive your HEYALLO Video, you shall be charged the applicable amount specified on the Talent User’s booking page;
- HEYALLO Videos are licensed, not sold; We may terminate all or part of the foregoing licenses and/or remove a HEYALLO Video from our Site at any time for any reason without any notice to you;
- HEYALLO Videos may only be used in accordance with these Terms and Rules of Conduct; After full payment, the Talent User grants to you the limited rights to use the HEYALLO Video solely for your own personal, non-commercial, and non-promotional purposes; You may not sell, re-sell, or encumber your rights in any HEYALLO Video;
- HEYALLO is not be liable or responsible for any HEYALLO Video or other offering requested by you;
- you have no expectation of privacy with respect to any HEYALLO Video requested by you and that you will not make any request that infringes on the privacy or other rights of a third party;
- the HEYALLO trademark and logo on each HEYALLO Video must remain intact and you agree not to edit, change, modify, cover, or remove them from any HEYALLO Video or assist or encourage any third party to do so; you further agree not to edit, change, modify, or create any derivative work of a HEYALLO Video or assist or encourage any third party to do so;
- if we terminate your access to our Site or your license to use any HEYALLO Video, you must promptly remove all copies of any HEYALLO Video, in your possession and, if applicable, notify any Recipient to do the same, and take any other action we reasonably request, including identifying each Recipient;
b. A Talent User may offer you the opportunity to participate in a live HEYALLO Video (“Event”). The details of the Event will be posted on the Talent User’s booking page on the Site. You acknowledge and agree that:
- you shall respect all the conditions, limitations and restrictions specified on the booking page, including, any booking fees, scheduling details, number of participants, etc.;
- each Event is subject to change, in HEYALLO’s sole discretion;
- you will not make any changes to the event conditions, limitations and restrictions and that no refunds will be issued in relation to any cancelation on your part;
- HEYALLO and the Talent User may end the Event at any time;
- you shall not record, use, publish, reproduce, distribute, display, post or share any portion of the Event;
- HEYALLO may record and/or supervise the Event;
3. Additional Terms
Some services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with these services. By using that service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms do not apply.
You are eligible to use our Site and services if you:
- are at least 13 years old, and if you are a minor or under the age of majority of your country of residence, you are represented by a parent or legal guardian which agrees to these Terms on your behalf and consents to your access and use of our Site;
- comply with the applicable terms of third party payment providers we select, and you are not on their prohibited list;
- have not been banned or removed from using our Site by us or prohibited to use our Site pursuant to any applicable law or regulation; and
- are not a convicted sex offender;
5. Fees and Payment Terms
a. Fees: The fee for a HEYALLO Video is specified on the Talent User’s booking page on our Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request.
b. Currency: All transactions are in Canadian dollars (“CAD”) unless otherwise specified.
d. Refunds: You may not return or exchange a HEYALLO Video and no refunds will be issued.
e. HEYALLO reserves the right to cancel your HEYALLO Video request if your payment method is declined. HEYALLO reserves the right to change its fees and payment procedures, at any time, and may notify you via a posting on our Site and/or via email.
f. Payment Questions: If you have any questions on fees and the payment terms, please contact us at email@example.com.
a. You acknowledge and agree that each HEYALLO Video or other offering from a Talent User is owned by the Talent User who created it.
c. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our services, and advertising, marketing, and promoting our Site and services: (i) any request that you make or send to any Talent User, including information concerning any Recipient; and (ii) any Submission (defined below) that you make to HEYALLO, whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”. You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. HEYALLO will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
d. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.
e. HEYALLO desires to avoid the possibility of future misunderstandings if a project developed by any HEYALLO Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that HEYALLO has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to HEYALLO a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and otherwise use and exploit in any manner, any and all Feedback.
f. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.
7. Intellectual Property Rights
a. Copyright infringement: HEYALLO obeys all relevant copyright laws and will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please contact firstname.lastname@example.org with the following information:
- your contact information, including your address, telephone number, and email;
- description of the copyrighted work claimed to have been infringed;
- description of the infringing material and information reasonably sufficient to permit us to locate the material;
- physical or electronic signature of the copyright owner or the person authorized to act on its behalf;
- statement by you that you have 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; and
- statement that the information in the notification is accurate, and, under the pains and penalties of perjury, that you are authorized to act on behalf of the copyright owner.
b. Termination Policy: If we determine that you are a repeat infringer of intellectual property, we may terminate your access to our Site and your Site account, remove or ban you and take other appropriate action in our sole discretion.
You understand, acknowledge and agree that public communications on the Site are not private or confidential, and may be viewed and used by others accessing the Site.
9. Third Party Content and Interactions
a. Our Site may lead you to third party content that is completely independent of HEYALLO. Your interactions with third parties, including users and Talent Users, found on or through our Site are solely between you and the third party. You are responsible to make any investigation that you feel necessary before proceeding with any interaction with third parties, in connection with our Site.
b. You agree not to interact with any Talent User except as expressly permitted through our Site. You also agree that HEYALLO may, in its sole discretion, intercede in any dispute between you and a HEYALLO Party (defined below). However, you hereby release each HEYALLO Party from claims, demands, and damages in any way related to such disputes or our Site.
c. On some occasions, an organization may be identified on a Talent User’s booking page as a recipient of funds (“Talent User’s Chosen Organization”). A Talent User’s booking page may indicate that all or a portion of the Talent User’s revenue from a HEYALLO Video will be given to a Talent User’s Chosen Organization. Those arrangements are strictly between the Talent User and the Talent User’s Chosen Organization. HEYALLO is not a sponsor of, does not endorse, and is not affiliated with the Talent User’s Chosen Organization in any way (unless otherwise expressly stated by HEYALLO). As such, HEYALLO does not control and makes no warranties about the Talent User’s Chosen Organization or any donation to the Talent User’s Chosen Organization.
Our Site may contain links to websites operated by third parties. You acknowledge and agree that HEYALLO is not affiliated nor is it in control of these websites. You also acknowledge that HEYALLO is not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of these websites. If you choose to access any third party site, you do so at your own risk.
11. Changes to our Site
You acknowledge and agree that HEYALLO may change or discontinue any aspect of our Site at any time, without prior notice to you.
12. Termination and Reservation of Rights
We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, at our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates. You may cancel your Site account at any time by contacting a member of the HEYALLO team at email@example.com.
To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless HEYALLO and its affiliates, employees, contractors, officers, directors, shareholders, agents, partners, vendors, and licensors (each, a “HEYALLO Party,” and collectively, “HEYALLO Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses of any kind or nature arising from, out of, in connection with, or relating to these Terms or use of our Site. You will reasonably cooperate with us in connection with any claim.
14. Disclaimers and Limitations on our Liability
a. To the fullest extent permitted by applicable law, you expressly agree that your use of our Site and its services is at your sole risk. Our Site and services are provided on an “as is” and “as available” basis for your use, without warranties of any kind, whether express, implied, statutory, unless such warranties may not be excluded by law.
b. In particular, the HEYALLO Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or on any third party website linked to our Site. You acknowledge and agree that the HEYALLO Parties will not be subject to liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
c. You acknowledge and agree that any material or information obtained through our Site, including any HEYALLO Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information obtained by you from us or through our Site, including through a HEYALLO Video, will create any warranty not expressly made by us.
d. You acknowledge and agree that when using our Site, you may be exposed to content from a variety of sources, and that HEYALLO is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any HEYALLO Party with respect thereto.
e. To the fullest extent permitted by applicable law, you acknowledge and agree that in no case shall any HEYALLO Party be liable for direct, indirect, general, special, incidental, punitive, or consequential damages including loss of profits, revenue, data or other intangible losses arising out from your use or inability to use of HEYALLO services, or for any other claim related to your use of HEYALLO services or accounts.
f. To the fullest extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, shall not exceed the fees you paid for the related HEYALLO services.
g. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between HEYALLO and you.
15. Arbitration Agreement
If any dispute arises between HEYALLO and a User of the Site (the “Parties”) relating to the application, interpretation, implementation or validity of these Terms of Service, the Parties both agree to resolve the dispute by arbitration at ADR Chambers using the ADR Chambers Expedited Arbitration Rules. The Parties agree that the ADR Chambers Expedited Arbitration Rules give the Parties a fair opportunity to present their case and respond to the case of the other side. The arbitration shall be held in Montréal (Québec, Canada) and shall proceed in accordance with the provisions of the Civil Code of Québec (CQLR c. CCQ-1991) and the Québec Code of Civil Procedure (CQLR c. c-25.01). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
16. Other Terms
a. Force Majeure: HEYALLO shall not be liable for any delay or failure in performance resulting in whole or in part from causes outside the reasonable control of HEYALLO, including acts of god, (earthquakes, storms, floods, etc.), war, terrorism, riots, hostilities, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of HEYALLO.
b. Governing Law: These Terms will be governed by and construed in accordance with the laws of the Province of Quebec, excluding its conflicts-of-laws rules. You consent to the exercise of personal jurisdiction in the courts of the Province of Quebec in connection with any dispute that might arrive with HEYALLO.
c. Severability: If any part of these Terms is held invalid or unenforceable, that portion shall be interpreted in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of HEYALLO, and the remaining portions shall remain in full force and effect.
d. No Waiver: The failure by HEYALLO to exercise or enforce any right or provision of these Terms shall not prevent HEYALLO from enforcing such right or provision in the future and will not be deemed to modify these Terms.
e. Assignment: HEYALLO may, at any time, assign its rights and obligations under these Terms, in whole or in part, to any person or entity.
f. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
17. Changes to these Terms
HEYALLO may revise these Terms at any point in time and will post the most current version on our Site and update the "Last Updated and Effective" date at the top of these Terms.
Additional Site Terms
Please read the Additional Site Terms carefully. By using our Site, you agree to the additional terms that apply and are incorporated into these Terms (see section 3).
HEYALLO may revise these Additional Site Terms at any point in time and will post the most current version on our Site and update the "Last Updated and Effective" date at the top of these Terms. By accessing, browsing, or otherwise using our Site, you acknowledge that you have read, understand, and agree to be bound by these Additional Site Terms. If you do not agree, do not access, browse or use our Site.
Rules of Conduct
Last Updated: November 1st, 2020
You violate these Terms if you:
- use a false identity or provide any false or misleading information;
- create a new account if you have previously been removed or banned from our Site;
- use or authorize the use of any HEYALLO Video for any purposes other than these specified in these Terms, those set out in any applicable Additional Terms, those set out in any other applicable agreement;
- violate any law, regulation, or court order;
- violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;
- submit, post, share, or communicate anything that is illegal,
- harass, threaten, embarrass, or do anything else to another user that is unwanted, such as making personal statements about race, sexual orientation, religion, nationality, etc.;
- post advertising or promotional messages, including spam;
- engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;
- upload files that contain a virus or corrupted data;
- impersonate another person (including celebrities or HEYALLO representative);
- promote or encourage any fraudulent or illegal activity, including phishing, money laundering, or fraud;
- use any means to scrape or crawl any part of our Site;
- attempt to circumvent any technological measure implemented by us, any of our providers, users, any other third party to protect us, our Site, users, Recipients, or any other third party;
- reverse engineer, decompile or disassemble any of the software or other underlying code used to provide our Site;
- advocate, encourage, or assist any third party in doing any of the foregoing.
This above-referenced list of prohibitions only provides examples of unacceptable conduct and is not intended to be a complete or exclusive list of prohibited conduct.
You acknowledge and agree that we have the right to monitor access to or use of our Site by you or third parties in order to:
- operate our Site;
- enforce this Policy or our Terms;
- comply with applicable law, regulations, court orders, or other legal, administrative, or regulatory request or process;