Terms & Conditions

HEATSO

TERMS OF SERVICE

Last Updated: [11/7/2023]

Heatso provides an ecommerce site for the sale of air and water heaters, RV appliances and heater parts in the automobile industry (the “Service”) at www.heatso.com (the “Site”). The Service and the Site may be collectively referred to herein as the “Platform.” The Services are owned and operated by Feroxon, Inc. (hereinafter referred to as the “Company” or “us”).

Your use of the Service is subject to the terms and conditions set forth in this Terms of Service (hereinafter referred to as the “Terms” or “Terms of Service”).

PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE.

Updates to Terms of Service; Integration.

We may, in our sole discretion, modify the Terms of Service by posting a notice on the Terms of Service page. The “Last Updated” date at the top the Terms of Service indicates when the latest modifications were made to the TOS. By continuing to access and use the Service You agree to any such modifications. Therefore, You are responsible for reviewing and should become familiar with any such modifications. You are encouraged to review this Terms of Service periodically and to check the “Last Updated” date at the top of the Terms of Service for the most recent version. In addition, when using services or features on the Site, You will be subject to any posted guidelines or policies applicable to such services or features that may be posted from time to time, including but not limited to our Privacy Policy, as noted below. All such guidelines or policies are hereby incorporated by reference into this Terms of Service.

Translation.

We may translate these Terms of Service into other languages for your convenience. Nevertheless, the English version governs your relationship with Company, and any inconsistencies among the different versions will be resolved in favor of the English version.

Service Availability.

The Service may be modified, updated, interrupted, suspended or discontinued at any time, at the sole discretion of the Company, without notice or liability. The Service may be unavailable at certain periods, including but not limited to systems failures, anticipated or unanticipated maintenance work, upgrades or force majeure events.

The Company reserves the right, at any time, in its sole discretion to modify, temporarily or permanently block access to, suspend, or discontinue the Service, in whole or in part, with or without notice and effective immediately to any User.

The Company will have no liability whatsoever for any losses, liabilities or damages you may incur as the result of any modification, suspension, or discontinuation of the Service or any part thereof.

Privacy Policy.

Use of the Service is subject to the terms of our Privacy Policy which is hereby incorporated into and made part of this Terms of Service. Please review our Privacy Policy carefully. By using or accessing the Service, you agree to be bound by the terms of our Privacy Policy.

Age. The Service is meant for those at least eighteen (18) or the age of majority where you reside, whichever is younger. Use of the Service by anyone under this age is a violation of these Terms.

Intellectual Property.

You acknowledge that all the intellectual property rights in the Service, including, but not limited to, copyrights, patents, trademarks, and trade secrets, the website design, application design, graphics, text, sounds, pictures, service marks, trade names, domain names, slogans, logos, other files and the selection and arrangement thereof, and other indicia of origin that appear on or in connection with any aspect of the Service (collectively the “IP”) are either the property of the Company, its affiliates or licensors and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to IP not expressly granted in these Terms of Service are reserved to their respective copyright owners.

Subject to these Terms, the Company grants you a limited non-transferable, non-exclusive, revocable, non-sublicensable licence to use and access the Service solely for your own personal or internal business purposes. You will not obtain any ownership interest therein through this Terms of Service or otherwise.

Company authorizes you to view, download and/or print the IP provided that you keep intact all copyright and other proprietary notices contained in the original IP. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the IP in any form or by any means, without the prior written authorization of Company or the respective copyright owner. In the absence of a written agreement, you may not modify or adapt the IP in any way or otherwise use them for any public or commercial resale purposes. The Company retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. The Company reserves the right to enforce its intellectual property rights fully under United States and international law.

Some of the company and Product names, logos, brands, and other trademarks featured or referred to within the Service may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse the Service.

Use of the Service

You may be required to create an account to use the Service and/or take advantage of certain features, in which case you agree to:

Provide true, accurate, current and complete information about yourself, and your company if applicable, as prompted by the Service;
As permitted, maintain and promptly update such information. If you provide any information that is false, inaccurate or outdated, or Company has reasonable grounds to suspect that such information is false, inaccurate or outdated, Company has the right to suspend or terminate your account and prohibit all current or future use of the Service by you; and
That your account is for your personal and/or business use. You may not resell the Service.

By creating an account, you agree to receive certain communications in connection with the Service.

You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your account. Your account is meant to be private, and you shall not share your account for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the Service, including charges resulting from unauthorized use of your account.

You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts.

You agree to use the Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to solicit personal information from minors. You agree not to use the Service in any manner that interferes with its normal operation or with any other User’s use of the Service.

You may not do any of the following while accessing or using the Service:

Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
Probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
Access or search or attempt to access or search the Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us;
Forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
Disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or otherwise creating an undue burden on the Service;
Use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service; or
Access the Service by any means except through the interface provided by Company for access to the Service. Creating or maintaining any link from another application to any page at the Service without the prior authorization of Company is prohibited. Running or displaying the Service, or any information or material displayed via the Service in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Service must comply with all applicable laws, rules and regulations.

Furthermore, you herein agree not to make use of the Services for:

Uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
Causing harm to any minor in any manner whatsoever;
Impersonating any individual or entity, including, but not limited to, any company, group or forum leaders, or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
Forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
Uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
Uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
Uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
Uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
Disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other Users' ability to participate in any real-time interactions;
Interfering with or disrupting any of the Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers;
Intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to any securities rules, regulations or laws of any nation or other securities exchange, and any regulations having the force of law;
Providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a "foreign terrorist organization" in accordance with Section 219 of the Nationality Act;
Stalking or with the intent to otherwise harass another individual; and/or,
Collecting or storing of any personal data relating to any other User in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

Your use of the Service is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

Company makes no representation that Content contained, described, or offered via the Service are accurate, appropriate, or available for use in any particular jurisdiction or that these Terms of Service comply with the laws of any specific country. Visitors who use the Service do so on their own initiative and are responsible for compliance with all applicable law. You agree that you will not access the Service from any territory where its material or other company posted content (hereinafter collectively referred to as “Content”), or User Content (as defined below) is illegal, and that you, and not the Company Parties (as defined below), are responsible for compliance with applicable law.

Suggestions and Improvements

Suggestions and Improvements. By sending us any ideas, suggestions, documents, or proposals (hereinafter referred to as “Feedback”), you agree that:

Your Feedback does not contain the confidential or proprietary information of third parties,
We are under no obligation of confidentiality, express or implied, with respect to the Feedback,
We may have something similar to the Feedback already under consideration or in development,
You grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and
You irrevocably waive, and cause to be waived, against the Company Parties and its Users any claims and assertions of any moral rights contained in such Feedback.

Term and Termination

Subject to this section, the Terms herein will remain in full force and effect while you use the Service. We may suspend or terminate your rights to use the Service (including your account) at any time for any reason, or no reason, at our sole discretion, including for any use of the Service in violation of these Terms.

Upon termination of your rights under these Terms, your Account and right to access and use the Service will terminate immediately.

The Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account or deletion of your information. You may terminate your use of the Company Service at any time.

User Representations

You expressly acknowledge, represent, warrant, and agree that you understand:

The information contained herein is for informational purposes only and is not intended nor should be construed as advice or recommendations and are not guaranteed to produce results.
Company does not warrant or guarantee the suitability or availability of any Content, including without limitation any data, Products, reports or services, found through the Service.
You are of legal age to form a binding contract and are at least eighteen (18) years of age or you have the authority of such legal entity to form a binding contract; all information you provide to us is accurate and truthful; you will maintain the accuracy of such information; and you are legally permitted to use and access the Service and take full responsibility for the selection and use of and access to the Service.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its parents, subsidiaries and other affiliated companies, and their respective officers, directors, employees, agents, and other representatives (collectively, the “Company Parties”) against all claims, demands, causes of action, losses, expenses, damages, and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on, or transmit through the Service, your breach of this Terms of Service, your infringement or violation of any rights of another, or termination of your access to the Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement, or compromise negotiations, as requested by us.

You hereby release and forever discharge the Company Parties from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service, including any interactions with, or act or omission of, other Service Users or any Third-Party sites, including but not limited to:

your use of the Service,
any activity related to your accounts by you or any other person,
your violation of this Terms,
your infringement or violation of any rights of another, or
your violation of applicable laws or regulations.

Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Warranties, Disclaimers, and Limitations of Liability

You expressly understand and agree that:

Your use of the Service is at your sole risk. The Service and the associated Content are provided on an "as is" and "as available" basis. The Company Parties expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a purpose, and non-infringement. Except as stated herein, without limiting the generality of the foregoing, the Company Parties make no warranty that:

the Service will meet your requirements;
the Service will be uninterrupted, timely, secure, or error-free;
information that may be obtained via the Service will be accurate or reliable;
the quality of any and all Products, services, information, or other materials, including all merchandise, Products, goods, or services, obtained or purchased by you directly or indirectly through the Company Service will meet your expectations or needs; and
any errors in the Service will be corrected.

The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, in connection with, or relating to the use of or inability to use the Service, including any liability:

as a publisher of information;
for any incorrect or inaccurate information or any 'bug' of the Service;
for any unauthorized access to or disclosure of your transmissions or data;
for statements or conduct of any third party on or via the Service; or
for any other matter relating to the Service.

This is a comprehensive limitation of liability that applies to all damages of any kind, including any direct, indirect, special, incidental, or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), Product liability, or otherwise, even if an individual advises the Company Parties of the possibility of such damages. The limitations of liability set forth herein are fundamental elements of the basis of the bargain between Company and you. The Products, information, and services offered on and through the Service would not be provided to you without such limitations.

The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with, or relating to the actions and activities of any third-party contractors and suppliers of services we may engage to provide services to you.

Notwithstanding the foregoing, the sole and entire maximum liability of the Company Parties for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, shall be limited to the charges paid by you directly to Company via the Service, if any, for Services provided solely and directly by Company to you during the three (3) months since the cause of action arose.

Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.

If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Warranties

All parts are warranted against manufacturing defects. Only Products purchased directly from the Company shall have a warranty.

Products: Items must be used strictly in accordance with the instructions and for the purposes defined by the manufacturer. Warranties do not cover labor charges, failure of related components, failure due to incorrect installation or misuse, nor will liability exceed the cost of the original component.

All warranty claims should be accompanied by a written statement and warranty card (if applicable).

All items purchased from the Company must be installed by a certified professional with a technical background and relevant experience in performing such installations; failure to do so will void any warranties.

Purchases and Payments

Purchase of Services. Your contract for the purchase of Products is completed once you confirm your purchase, and performance of this contract begins as soon as the purchase is complete. We retain the authority to void any order placed if there is a situation beyond our control, such as instances of fraud, war, inaccurate pricing, availability concerns, and other similar circumstances.

Pricing. Pricing and availability of all Products for sale displayed through the Site are subject to change at any time before you click the button indicating that you want to purchase such Services.

Taxes. We collect the required taxes as imposed by the jurisdiction (usually the State) the customer is located in. In the event of an error in the amount changed for taxes, we reserve the right to correct such and will either credit or charge your original payment method to do so. If you are a tax-exempt entity, you must provide us with the appropriate documentation from your respective taxation authority. The determination of whether the documentation you provide is sufficient is in our discretion. We do not collect sales tax for any purchases made by customers outside of the United States.

Import Duties, VAT and Other International Fees

For shipments outside of the United States, there may be import duties, VAT, and other fees required by the delivery jurisdiction. We are not responsible for the collection of any such fees; these obligations are the customer's alone. Carriers may contact you regarding such fees. Those discussions are between you and the carrier and do not involve the Company. (does this include custom fees? If the client refuses custom fees, we reserve the right not to refund shipping and returns costs)

Payment Processing Methods

Company may make available various payment processing methods to facilitate the purchase of the Service. You must abide by any relevant terms and conditions or other legal agreements with third party payment processors, which govern your use of a given payment processing method. Company may add or remove payment processing methods at its sole discretion and without notice to you. Once your purchase is complete, Company or the payment processor may charge your credit card or other payment method that you provide us for any Services purchased, along with any additional applicable amounts (including any taxes). You are solely responsible for all amounts payable associated with purchases you make via the Service.

If the client refuses to pay any associated customs fees and therefore the parcel is returned to us, shipping costs both ways and any custom fees will be deducted from the refund.

Shipping

We can ship to virtually any address in the world. If you cannot see a shipping option for your location, please contact us by email at support@heatso.com, and we will find a solution.

Shipping costs displayed on our Site is our best estimate at the time of order and may be subject to change at the time of final shipping. Please note, shipping to Alaska, Canada and Hawaii will incur additional charges due to the additional costs associated with shipping to these locations.

While orders are generally processed within twenty-four hours, shipping time depends on the state or country and order size as well as composition. Standard shipping time takes 48 to 72 hours; for the larger items, shipping is likely to take between 4-7 days. If an item is back-ordered or delayed, you will be notified by our customer support team.

Delivery outside of the United States can vary due to customs and other conditions beyond our control.

We cannot, and are not responsible, in the event shipping takes longer than anticipated due to forces beyond our control.

Delivery

Due to the substantial size and weight of most of our shipments, we rely on couriers for shipping purposes. Consequently, delivery to Post Office Boxes is not feasible. Should you have a genuine requirement for shipping to a Post Office Box, kindly get in touch with us at support@heatso.com, and we will assess the possibility of accommodating your request. Please note that any promotions offering free or flat-rate shipping are not applicable to deliveries made to Post Office Boxes and any remote areas such as Hawaii or Alaska.

Our aim is to deliver your items as soon as possible, and we will select the best available shipping service for each customer to achieve that.

You must inspect the items shipped and delivered to you before signing to accept them. This includes the packaging and the items shipped.

Failure to claim a package from a carrier or failure to accept a package from a carrier without the above inspection will not enable a customer to obtain a refund, exchange, or other return.

In the event of damage, you must not accept delivery, or, you may do so but you must clearly state on the delivery acceptance form that the packaging and/or the item(s) are damaged and provide detailed explanations as to what the damage is. We strongly urge you to take photos of any damage for the purpose of filing a claim with the carrier. Otherwise, the carrier may not accept the liability for damaged items. If you do accept the package and you notice upon opening it that there was concealed damage, you must notify us within 24 hours – we have a limited period of time to notify the carrier of concealed damage.

Upon successful delivery of the ordered items to the address provided by the customer, Heatso shall consider the transaction complete and fulfilled.

Delivery status will be confirmed through the tracking information provided by our designated shipping partners. Customers are encouraged to track their orders using the provided tracking details.

Once an item is marked as "delivered" based on the tracking information, the responsibility for the items purchased through Heatso is transferred to the customer.

Heatso shall not be held responsible for any loss, damage, theft, or misplacement of items that occurs after the confirmed delivery. It is the customer's responsibility to ensure the security and safety of the delivered items.

In the event of any dispute regarding the delivery or condition of items after the confirmed delivery, Heatso reserves the right to request supporting documentation and conduct an investigation. However, Heatso is not obligated to provide a refund, replacement, or any form of compensation.

Heatso shall not be held responsible for any delays, non-deliveries, or issues arising from circumstances beyond our control, including but not limited to natural disasters, strikes, wars, or any other force majeure events.

Returns, Exchanges, Refunds, and Cancellations

Our process for returning, exchanging, or obtaining a refund takes place in the following order:

Except as otherwise stated herein:

Returns

You may return new and unused items within 14 days of delivery. You must contact us before returning any goods. You will need to send a photo of the unused item and fill in the returns form that we will provide to you, should you wish to return an item. In order to be eligible for a refund, original packaging must be complete – including all parts and paperwork. Returns must have no visible signs of use or damage. Return shipping costs are at the customer’s expense unless the product is faulty. We reserve the right to change return shipping charges, handling, and restocking fees as well as a 3.5% credit card processing fee. The restocking fee is 10%, larger items such as refrigerators and AC units, insulation kits are subject to a higher 20% restocking fee due to the higher cost of shipping. Refunds, when applicable, generally are issued within seven business days of the date we receive the item being refunded. We will email you when we have received the Product and processed the refund. We will only issue refunds to the original payment method.

Items under Warranty

Our Products are covered by a warranty for a specified period of time as stated in the Product description or warranty documentation accompanying the Product. Prior to receiving a refund for a defective Product under warranty, we will first take all steps to repair any defect. You must notify us of a defect promptly upon discovering such. We may ask for further details, pictures, and other evidence of the defect. We may also require the Product to be returned to us for assessment of a defect to initiate a warranty claim. In the event we verify a defect or malfunction that cannot be repaired, the following options are followed:

Repair: we will repair the defective item to restore it to proper working condition; or
Replacement: we will provide a replacement Product with the same specifications; or
Refund: if none of the above can be facilitated, we will issue a refund for the purchase price of the item, excluding any shipping or handling charges. Refunds are processed as noted above.

Exchanges

You must return the original Product, in its original, unopened packaging with all tags attached and any manuals included. Contact us at the contact information below to request an exchange.

Cancellations

Orders may not be canceled once a Product has been shipped, or in the event we have placed an order with a third party for such Product.

Gift Vouchers

Gift vouchers may not be refunded or exchanged.

Proposition 65

Company represents and warrants to customers that the Products sold on the Site comply with all federal, state, and local laws, ordinances, rules, and regulations, and that none of the Products, components, or materials being provided to the customer hereunder contain any chemicals known to cause cancer, birth defects, or other reproductive harm under the California Safe Drinking Water and Toxic Enforcement Act of 1986, except as may be stated on the Product page(s).

Millennium Copyright Act ("DMCA") NOTICE

The Company respects the intellectual property rights of others. Per the DMCA, we will respond expeditiously to claims of copyright infringement on the Site if submitted to our Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, the Company will take whatever action it deems appropriate within its sole discretion, including removal of the allegedly infringing IP and termination of access for repeat infringers of copyright-protected content.

Procedure for Notifying the Company of Copyright Infringement

If you believe that your intellectual property rights have been violated by us or by a third party who has uploaded IP to our website, please provide the following information to the designated Copyright Agent listed below:

A description of the copyrighted work or other intellectual property that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not us, can contact you;
A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf;
Your electronic or physical signature.

We may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing IP, we will immediately notify the person responsible for posting such IP that we removed or disabled access to the IP. We may also provide the responsible person with your email address so that the person may respond to your allegations.

Dispute Resolution

Governing Law, Venue. These Terms shall be governed by and construed in accordance with the internal laws of the State of California. Any legal suit, action or proceeding arising out of or based upon these Terms or the transactions contemplated hereby (“Related Proceedings”) may only be instituted in the courts of the State of California (collectively, the “Specified Courts”), and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of any process, summons, notice, or document by mail to such Party’s address shall be effective service of process for any suit, action, or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action, or other proceeding brought in any such court has been brought in an inconvenient forum.

Attorney Fees. In the event that any dispute between the parties should result in litigation, Company shall be entitled to recover all reasonable fees, costs, and expenses, in the event Company is determined to be the Prevailing Party, where “Prevailing Party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default, or otherwise.

Miscellaneous

These Terms constitute the entire agreement between the parties and contain all of the agreements between the parties with respect to the subject matter hereof; these Terms supersede any and all other agreements, either oral or in writing (including any interim agreements executed by the parties), between the parties hereto with respect to the subject matter hereof. No change or modification of these Terms shall be valid unless the same is in writing and signed by both Parties, respectively. All notices and other communications hereunder shall be in writing and shall be deemed given on delivery if delivered personally or sent by facsimile transmission with electronic confirmation, or four (4) business days following such notice being sent, if mailed by registered or registered, postage prepaid, to the other Party at the addresses as last reported to the other Party. Company is and shall remain an independent contractor of Users and nothing contained in these Terms shall be deemed to create an employer/employee, principal/agent, partnership, or joint venture relationship between the Parties. Neither Party will have the right to assign, pledge, or transfer all or any part of these Terms without the prior written consent of the other, except that Company may assign its rights and interests to another party without the approval of any User. If any provision of these Terms is held by a competent court to be invalid or unenforceable under applicable law, then such provision shall be severed from these Terms and the remainder of these Terms shall be interpreted as if such provision were so severed and shall be enforceable in accordance with its terms. Those provisions of these Terms, which by their nature should survive termination, and all accrued and unpaid obligations arising hereunder, shall survive the expiration or termination of these Terms for any reason. No delay or omission by either party to exercise any right or power it has under these Terms shall impair or be construed as a waiver of such right or power. A waiver by either party of any covenant or breach shall not be construed to be a waiver of any succeeding breach or of any other covenant. All waivers must be in writing and signed by the party waiving its rights. The paragraph headings of these Terms are inserted for convenience only and shall not constitute a part of these Terms for the purposes of construing or interpreting any provision hereof. Whenever the context requires, words used in the singular shall be construed to include the plural and vice versa, and pronouns of any gender shall be deemed to include and designate the masculine, feminine, or neutral gender. These Terms shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in these Terms, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of these Terms, except as expressly provided in these Terms.

Customer Service

If you have any comments or questions regarding these Terms or wish to report any violation of these Terms, you may contact us at support@heatso.com.