Heroes and Sidekicks Terms of Use

Heroes and Sidekicks is a DBA of Everglow Collective LLC and/or its affiliates ("Heroes and Sidekicks", "we" or "us") operate a remote consultancy agency, staffing agency, and marketing agency ("Heroes and Sidekicks ") The website is located at Heroesandsidekicks.com, where the services are described. These Terms of Use apply to the content and functionality of the Heroes and Sidekicks website, and to the Heroes and Sidekicks Services and Products.

1. Information that you provide to us

You may give us information about yourself when you visit the Heroes and Sidekicks. Our Privacy Policy explains our practices with respect to that information. We may need to send you email and text messages in order to, for example, verify your identity or provide you with important information. You authorize us to send those messages when you visit the Heroes and Sidekicks and provide your contact details. Standard text or data charges may apply to text messages. Where offered, you may disable text message notifications by responding to any such message with "STOP", or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security controls and may increase the risk of loss to your business.

2. Heroes and Sidekicks

As between you and Heroes and Sidekicks, Heroes and Sidekicks and its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Heroes and Sidekicks (collectively, "Heroes and Sidekicks IP"). Heroes and Sidekicks is protected by copyright, trade secret, patent, and other intellectual property laws, and all rights in Heroes and Sidekicks not expressly granted to you in these Terms of Use are reserved.

You may choose to or we may invite you to submit comments or ideas about improvements to the Heroes and Sidekicks or our products or services ("Ideas"). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Heroes and Sidekicks has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

3. Access to Heroes and Sidekicks

Heroes and Sidekicks grants you a limited, revocable, non-exclusive, non-transferable license to access the Heroes and Sidekicks. This license does not include a right to use any of the content and information, including product listings. Your permissions and/or licenses are automatically terminated by any unauthorized use.

4. Products, Content and Specifications

The products and services available for purchase with the Heroes and Sidekicks are as follows: Staffing services, marketing services, consultant services. Prices of services are on a case by case basis and are subject to change at any time. Heroes and Sidekicks will honor the rates agreed upon in each contract. All services are on a weekly retainer basis.

5. Payment

This Section 5 applies to Heroes and Sidekicks services. To make payments under this Agreement, understands they they need to set up auto pay for the minimum weekly billing amount and keep it ongoing until the contract is canceled. The first payment will be made and set up on auto pay before the kick off date in the prepaid amount of that week. The following billing cycle will be any time worked over that prepaid amount. Thereafter, the billing will carry on as per usual, charging for the previous either that week's hours worked by the contractor or the minimum that was agreed to. Payments are due every Tuesday. If the payment is not made on Tuesday, contractor/sidekick work will be paused until payment is made. After the transaction, the Client may dispute such a transaction within seven (7) days. After the expiration of this period, he loses such rights. Taxes. The price of the Service includes taxes, fees, surcharges or assessments that currently are or may be imposed, directly or indirectly, by any governmental authority or agency with respect to the Service.

6. Cancellation

The term of this Agreement will commence on the Effective Date and continue until termination by the party in accordance with the terms of this Agreement.

Staffing clients are required to give Sidekicks a 7 day notice when canceling their engagement. Consulting and marketing clients are required to give a 30 day notice when canceling their engagement. This is cancellation based on changes in their business or needs. The exception is to note that this doesn't apply if a Sidekick commits a malicious act, gross negligence, or resigns.

Either Party may terminate the Agreement with a written notice to the other Party for any purpose. The following are a few sample reasons for termination of service by Sidekicks:

If the Client breaches the Code of Conduct. The lapse of the period of engagement of service, as defined by this Agreement, automatically terminates the Service, unless a continuation thereof is agreed upon. Hourly Projects are deemed continuous, unless and until they are expressly canceled by the Client.

Upon termination of service, the Client assumes the obligation to make all means to obtain all of his/her work files under Sidekick's custody. Any files lost after 30 days from termination of service will not make Sidekicks and/or contractors liable to the Client or any third party.

The termination of Service marks the termination of work relationship between the Client and the contractor. Sidekicks is not accountable to any failure or damage caused by the contractor Agent in his/her dealing with the Client in any form or nature after such termination of service.

Any Agreement between the Client and Contractor, in connection with a service contract, requiring that payment be made outside of Heroes and Sidekicks shall constitute a material breach of the Agreement which justifies a termination of service without refund.

7. Refunds

Staffing Client can request for a refund if: contractor is underperforming or not performing to his/her satisfaction or warranties. The Client can also request for a refund in any instance he/she deems fit. In this case, however, Heroes and Sidekicks is not stripped of the right to look into the matter and discern if a refund is indeed proper.

A failure to agree constitutes a dispute which can be brought to the court. See provision on Venue below.

Sidekicks will not issue a refund if the Client fails to comply with this Agreement and all details outlined in the sections above. The refunds are made by Sidekicks to the Client and can take up to 60 days to begin processing.

Maximum refund amount is limited to the cost of the most recent billing cycle, not to exceed a total of 40 hours.

Consulting or Marketing clients will not qualify for refunds unless specified in their contract.

9. Warranties

We provide the Heroes and Sidekick without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, noninfringement, or any other type of condition, warranty or guarantee. No data, documentation or any other information provided by Heroes and Sidekicks or obtained by you from or through the Heroes and Sidekicks - whether from Heroes and Sidekicks or another entity, and whether oral or written - creates or implies any warranty from Heroes and Sidekicks to you. Heroes and Sidekicks disclaims any knowledge of, and does not guarantee: (a) the accuracy, reliability, or correctness of any data provided through the Heroes and Sidekicks; (b) that the Heroes and Sidekicks Products will meet your specific needs or requirements; (c) that the Heroes and Sidekicks will be available at any particular time or location, or will function in an uninterrupted manner or be secure; (d) that Heroes and Sidekicks will correct any defects or errors in the Heroes and Sidekicks; or (e) that the Heroes and Sidekicks is free of viruses or other harmful code. Use of data, products or services that you access, purchase or download through the Heroes and Sidekicks is done at your own risk - you are solely responsible for any damage to your property, loss of data, or any other loss that results from such access, purchase or download.

Nothing in these Terms of Use operates to exclude, restrict or modify the application of any implied condition, warranty or guarantee, or the exercise of any right or remedy, or the imposition of any liability under law to the extent that doing so would: (a) contravene that law; or (b) cause any term of this agreement to be void.

10. Limitation of liability

Under no circumstances will Heroes and Sidekicks be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Heroes and Sidekicks or for the unavailability of the Heroes and Sidekicks, or for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to these Terms of Use or your use of the Heroes and Sidekicks, even if such damages are foreseeable, and whether or not you or the Heroes and Sidekicks has been advised of the possibility of such damages. Heroes and Sidekicks is not liable, and denies responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Heroes and Sidekicks or your failure to use or implement anti-fraud measures, security controls, or any other data security measure. Heroes and Sidekicks further denies responsibility for all liability and damages to you or others caused by (a) your access or use of the Heroes and Sidekicks inconsistent with our instructions; (b) any unauthorized access of servers, infrastructure, or data used in connection with the Heroes and Sidekicks; (c) any bugs, viruses, or other harmful code that may be transmitted to or through the Heroes and Sidekicks; (d) any errors, inaccuracies, omissions, or losses in or to any data provided to us; (e) third-party content provided by you; or (f) the defamatory, offensive, or illegal conduct of others.

You agree to limit any additional liability not disclaimed or denied by Heroes and Sidekicks in relation to the Heroes and Sidekicks, Heroes and Sidekicks IP, and Heroes and Sidekicks Products, to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the greater of the amounts paid by you to Heroes and Sidekicks during the three-month period immediately preceding the event that gave rise to your claim for damages, and USD $20. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

11. Disputes

a. Binding Arbitration: In the event that there is a dispute, claim or controversy arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of these Terms of Use, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from these Terms of Use, but specifically excluding any dispute principally related to either party's intellectual property (which such dispute will be resolved in litigation before the United States District Court for the Northern District of California), will be determined by arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Expedited Procedures of the American Arbitration Association's Commercial Arbitration Rules will apply for cases in which no disclosed claim or counterclaim exceeds $75,000 (exclusive of interest, attorneys' fees and arbitration fees and costs). Where no party's claim exceeds $25,000 (exclusive of interest, attorneys' fees and arbitration fees and costs), and in other cases in which the parties agree, Section E-6 of the Expedited Procedures of the American Arbitration Association's Commercial Arbitration Rules will apply. The arbitrator will apply the substantive law of the State of California, exclusive of its conflict or choice of law rules. If the American Arbitration Association is no longer in business, or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Northern District of California to appoint the arbitrator. Nothing in this paragraph will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to these Terms of Use. Either party may commence arbitration by providing to the American Arbitration Association and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested.

b. Service of Process: Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms of Use will affect the right of any party to serve process in any other manner permitted by law.

c. Class Waiver: To the fullest extent permitted by law, each of the parties agrees that any dispute arising out of or in connection with these Terms of Use, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to these Terms of Use or any of the transactions contemplated between the parties.

d. Provision of an Award: Subject to the limitations of liability identified in these Terms of Use, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of California. In making a determination, the arbitrator will not have the authority to modify any term or provision of this Agreement. The arbitrator will deliver a reasoned written decision with respect to the dispute (the "Award") to each party, who will promptly act in accordance with the Award. Any Award (including interim or final remedies) may be confirmed in or enforced by a state or federal court located in San Francisco, California. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.

e. Fees: Each party will advance one-half of the fees and expenses of the arbitrators, the costs of the attendance of the arbitration reporter at the arbitration hearing, and the costs of the arbitration facility. In any arbitration arising out of or related to these Terms of Use, the arbitrators will award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.

f. Confidentiality: The parties will maintain the confidential nature of the arbitration proceeding, the hearing and the Award, except (i) as may be necessary to prepare for or conduct the arbitration hearing on the merits, (ii) in connection with a court application as contemplated above for a preliminary remedy, or confirmation of an Award or its enforcement, (iii) our disclosure of the Award in confidential settlement negotiations, or (iv) as otherwise required by applicable laws. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration hereunder, except as required by law or except if such evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

g. Conflict of Rules: In the case of a conflict between the provisions of this Section 11 and the rules governing arbitration identified in Section 11.a, the provisions of this Section 11 will prevail. If any provision of these Terms of Use to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by law and all the other provisions will remain valid and enforceable.

12. Applicable law

By using the Heroes and Sidekicks, you agree that the laws of the state of Utah, USA, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Heroes and Sidekicks.

13. Modification and severability

We have the right to change or add to the terms of these Terms of Use at any time, solely with prospective effect, and to change, delete, discontinue, or impose conditions on use of the Heroes and Sidekicks by posting such changes on our website or any other website we maintain or own. You can access a copy of the current version of these Terms of Use on our website at any time. You can find out when these Terms of Use were last changed by checking the "Last updated" date at the top of the page.

14. Our address

Heroes and Sidekicks, Inc.
3650 N 100 East
Ste 375
Provo, Utah 84604


Re-use of these Terms of Use

You should feel free to use these Terms of Use as inspiration for your website terms and conditions. In order to facilitate that use, these Terms of Use are licensed under a Creative Commons Attribution 4.0 International License. However, keep in mind that these Terms of Use were created specifically for the Heroes and Sidekicks, and you will need to amend and supplement them in order to fit your business. For more detail, please see the disclaimers and limitations in the license terms, and we strongly encourage you to seek the advice of your own lawyer before repurposing these Terms of Use on your own site.