Terms of Use
Last Updated February 20, 2026
These Terms of Use (“Terms”) govern your access to and use of the website www.heyhilde.com (“Site”) and the services on the Site. These Terms constitute a binding agreement between you and Councelle LLC (DBA and hereinafter referred to as “Hilde”) with respect to your access or use of the Site and the services available on the Site, including any Hilde Content (as defined in Section 12 below) and your purchase of and use of services or products available on the Site and with respect to any account you create through Hilde (“Account”). The services on the Site, including with respect to the purchase of, use of services or products available on the Site, and by and through your Account are collectively referred to as the “Services”. Do not access or use this Site if you are unwilling or unable to be bound by these Terms.
Additionally, when using particular services or features of the Services, in addition to these Terms, additional terms or policies, such as membership terms, may apply to your use of that feature or Service (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
Arbitration Notice (for U.S. Residents only): Where permitted by applicable law, and excluding individual residents of Quebec, and except for certain types of disputes described in Section 20 below, you and Hilde agree to submit any dispute (which cannot be resolved by the negotiation and mediation process set forth in Section 19) related to the Services and the Hilde Content and these Terms to binding, individual arbitration rather than preceding in court, and you agree to waive your right to proceed with any dispute as part of a class action lawsuit or class-wide arbitration, and that the dispute will be before a judge, or a jury. For more information, see Section 20 below.
Please review the Privacy Policy, which describes the date and privacy practices for information collected by Hilde.
Table of Contents
1. Use of the Site.
2. Changes to Terms
3. Changes to Services.
4. Notice Regarding Medical Advice.
5. Account Registration and Security.
6. Suspension/Termination of Access.
7. Contributions, Accounts and Chargebacks.
8. Your Content.
9. Communications from Hilde.
10. Privacy Policy.
11. Links to Third Party Websites.
12. Ownership.
13. Acceptable Use Policy.
14. Scraping, Automatic Data Collection and Use for Artificial Intelligence Training.
15. Disclaimers of Warranties.
16. Limitation of Liability.
17. Indemnity.
18. Governing Law; Jurisdiction and Venue.
19. Negotiation and Mediation.
20. ARBITRATION AGREEMENT/DISPUTE RESOLUTION/CLASS ACTION WAIVER.
21. Location of the Services.
22. Severability.
23. Waiver.
24. Entire Agreement.
25. Amendments to Terms.
26. Termination.
27. Assignment.
28. Force Majeure.
29. Construction of Terms.
1. Use of the Site. In order to use the Site, you must be 18 years or older and have the power to enter into a binding contract with Hilde and not be barred from doing so under any applicable laws. By accessing or using the Site or its Services, you (a) acknowledge that you have read, understand, and agree to these Terms and the Privacy Policy (accessed below and through the bottom navigation of the Site), which is incorporated by reference, and (b) affirm that you are 18 years of age. If you do not agree to these Terms and the Privacy Policy, do not use the Services, create an account, become a member, make a donation, or otherwise access or interact with the Services.
2. Changes to Terms. To the extent permitted by applicable law, Hilde reserves the right to update or change the Terms at its discretion at any time. If Hilde makes a material change to the Terms, it will provide notice to you by posting the changed Terms to the Site. Hilde may also provide notice to you in other ways, such as through email if you have provided that. Any changes will be effective immediately upon posting of the revised Terms unless otherwise specified. Your continued use of the Services following the effective date of the revised Terms (or such other act as specified in the revised Terms) will, to the fullest extent permitted by applicable law, constitute consent to those changes. However, Hilde will provide notice and obtain your consent (opt-in or opt-out) if required by law. The date the Terms were last revised is at the top of this page. Hilde encourages you to review the Terms periodically to check for any updates or changes.
3. Changes to Services. All features, content, specifications, and prices, and availability of the Services are subject to change at any time without notice in accordance with applicable law. The inclusion of any Services at a particular time does not imply or warrant that the Services will be available at any time. Hilde reservices the right to make changes to suspend, withdraw, or discontinue, in whole or in part, temporarily or permanently, the Services or any portion thereof including any Hilde Content at any time, with or without notice. You agree that Hilde will not be liable to you or to any third party for any such change, suspension, withdrawal, or discontinuation.
Hilde reserves the right to refuse service at any time, to anyone, for any reason.
4. Notice Regarding Medical Advice. Hilde is not a health care provider and does not provide medical advice. The content on the Services is for general informational, scheduling and payment purposes only. The content is not intended to be a substitute for professional medical advice. Unless otherwise stated, any statements about products and health conditions have not been evaluated or approved by the U.S. Food & Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease or condition. Always seek the advice of your physician or other qualified health care provider for medical care and with any questions you may have regarding a medical condition. Your use of the Services, inclusive of any content, is solely at your own risk.
5. Account Registration and Security. Access to and use of certain areas of the Services may require you to register for an account, including without limitation an Account, or may otherwise ask or require you to provide information to use the features of the Services. You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable Account set-up or log-in form, and you are responsible for keeping such information up to date. You are responsible and liable for all activities conducted through your Account, regardless of who conducts those activities. You are responsible for taking precautions and providing security measures best suited to your situation and intended use of the Site. You may not share your Account with anyone or allow anyone else to access or use your Account. You are responsible for maintaining the confidentiality of your Account information, including your username and password. You agree to immediately notify Hilde of any unauthorized use of your Account, or any other breach of security. Hilde is not liable for any loss or damage arising from your failure to protect your username or password. Hilde reserves the right to reclaim Account names, or to take other reasonable actions as necessary, on behalf of any business or individual that holds a legal claim, including trademark rights, in a name. Hilde retains the right to provide user billing, Account, content, purchase or use records, and related information in response to legal requests, lawful processes, orders, subpoenas, or warrants, or to protect its rights, customers or business.
Except to the extent prohibited by applicable, unwaivable law, Hilde reserves the right to terminate your Account or otherwise deny you access in its sole discretion without notice and without liability. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Services, including, without limitation, those governing your transmission or use of any software or data. If you submit personal information to register for an Account with Hilde or to otherwise participate in any services, that information will be governed by the Privacy Policy. You may cancel your Account by contacting Hilde through the contact form on www.heyhilde.com.
6. Suspension/Termination of Access. Hilde has the right, at its sole discretion, to deny access to, and/or to suspend or terminate your access to, the Services or to any features or portions, without notice and liability, including without limitation, for any or no reason. Hilde also reserves the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any emails or requests for information you send to the Services or Hilde. Any violation of these Terms may be referred to law enforcement authorities. Upon termination of your access to the Services, or upon demand from Hilde, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Services. In the event that Hilde suspends or terminates your access to the Services, you will continue to be bound by the Terms that were in effect as of the date of your suspension or termination.
7. Contributions, Accounts and Chargebacks. If you choose to make a contribution to Hilde or purchase a membership or subscription, you will be asked to provide your payment card information. All payments are processed by Hilde’s third party service providers. The payment processor may depend on the payment method you select. Your receipt of an electronic or other form of confirmation for your membership or donation does not signify Hilde’s acceptance of your membership or donation. Hilde reserves the right at any time after receipt of your donation or purchase of a membership to accept or decline your donation or purchase for any reason. Hilde may require additional verifications of information before accepting any donation or purchase.
By making a contribution or purchasing a membership or subscription on the Site, you acknowledge and agree that your payment information will be processed by the third party payment processor. Hilde does not store, process or transmit your payment details directly.
Additional terms and conditions imposed by the third party payment processor may apply. You understand that the use of such payment processors is subject to their own rules, and you agree to comply with any applicable terms they impose. To the extent of applicable law, Hilde is not responsible for any errors, delays, issues, or damages arising from the processing of payments by the third party.
By submitting your contribution or by purchasing a membership or subscription, you represent and warrant that you are authorized to use the designated payment method and authorize Hilde to charge your donation or purchase to that payment method. If the payment method cannot be verified, is invalid, or is otherwise not acceptable, your membership may be suspended or cancelled automatically, and Hilde may not accept your donation.
If your payment method is declined, attempts will be made to process your charge until the transaction is approved. If the transaction is unable to be completed, Hilde may contact you directly to update your Account information. You are responsible for charges for all internet access services and telecommunications services needed for use of the Site and Services. Hilde is not responsible for any fees or charges that your bank or credit card issuer may apply.
All references to a “chargeback” refer to a reversal of your payment method charge placed on the Services. In the event you pay for your membership, subscription or contribution using your payment method and subsequently “charge back” your purchase through your merchant account provider, Hilde reserves the right to terminate these Terms and all pending transactions, memberships or charges immediately, in addition to any and all available remedies at law or in equity. Unnecessary chargebacks are theft and can be prosecuted. If you feel that your payment method was used fraudulently, please contact Hilde for immediate resolution. You agree that you will not charge back any amounts charged to your payment method on the Services. If you initiate a chargeback a payment, you agree that Hilde may recover the amount of the chargeback, in addition to any amount charged to Hilde by your payment method provider for such chargeback, by any means deemed permissible, including but not limited to recharging your payment method or having the amount recovered by a collection agency.
8. Your Content.
8.1. Responsibility for Your Content. The Services may provide you the opportunity to communicate with Hilde via email, online means or other means, or publicly post comments to an evaluation, article, blog post, or session, request a company rating, or provide other Content through the Services (collectively, “Your Content”). You are solely responsible for Your Content, however submitted. By submitting Your Content, you represent and warrant to Hilde that your Content (1) is truthful; (2) will not violate or facilitate the violation of any law or regulation; (3) is not confidential and that you have obtained all necessary permissions to submit it; (4) will not contain, or provide links to, obscene, profane, or threatening language or imagery, malware, political campaigning, commercial solicitation, chain letters, mass mailings, “spam”, or any other material that could be considered harmful, sexually explicit, indecent, lewd, violent, abusive, or degrading; and (5) does not infringe on, misappropriate, or violate the rights of any third party or entity, including, without limitation, any intellectual property rights, rights of publicity or privacy, or any other proprietary rights. You also acknowledge that the Internet may be subject to breaches of security and you should be aware that submissions of Your Content or other information may not be secure, and you should consider this before submitting any information to Hilde. Hilde does not control Your Content made available via the Services and therefore does not guarantee the accuracy, integrity, quality, or lawfulness of Your Content.
8.2. Rights You Grant to Hilde. Whenever you submit or otherwise make available Your Content to Hilde (including through use of a help, support, feedback, or “Message Us” or “Request Company Rating” feature, or through a social media website) you: (1) grant to Hilde a royalty-free, fully paid, non-exclusive, irrevocable, perpetual, unrestricted, fully sub-licensable and assignable, worldwide license to exploit, reproduce, translate, publish, transmit, display, copy, modify, adapt, incorporate in other works, create derivative works from, broadcast, perform, and otherwise use Your Content – and your name, voice, likeness, and other identifying information in connection with Your Content – for any purpose, including, without limitation, advertising and promotional purposes, in any medium now know or later developed, without any compensation to you, for any valid business purpose in Hilde’s discretion, and (2) to the fullest extent permitted by applicable law, irrevocably waive any "moral rights" or other rights in Your Content to the fullest extent permitted by law, even if Your Content is altered or changed in a manner not agreeable to you. You further authorize Hilde to publish Your Content such that it may be accessed by users of the Services or the general public.
8.3. Right to Screen and Remove Content. Hilde has no obligation to monitor the Services or Your Content made available via the Services. However, you acknowledge and agree that Hilde has the right to monitor the Services and Your Content you submit and the right (but not the obligation) to delete, edit, move, or disable any such Content in whole or in part, before or after it appears on the Services, subject to Hilde’s sole discretion. Hilde reserves the right to suspend or terminate your access to the Services at any time. Under no circumstances will Hilde be liable in any way for Your Content including, but not limited to, any errors or omissions in Your Content, any loss of Your Content or for any loss or damage of any kind or claims incurred as a result of Your Content.
8.4. No Confidential Relationship. Except as otherwise described in the posted Privacy Policy you agree that Your Content will be treated as non-confidential and non-proprietary and will not be returned.
8.5. No Obligation to Use. Hilde is not obligated to keep, use, return, review, or respond to Your Content. Hilde has no liability related to Your Content submitted by you, including but not limited to the laws of copyright, libel, privacy, obscenity, or otherwise
9. Communications from Hilde. The communications between you and Hilde via the Services use electronic means, including emails, posted notices on the Services, and other forms of electronic communications. For contractual purposes, you consent to receive communications from Hilde in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures and other communications that Hilde provides to you electronically satisfy any legal requirement that such communications be in writing. By providing your email on the Site via the Subscribe Now feature, you are subscribing to receive communications from Hilde, including Hilde’s electronic newsletters, other information including marketing information related to the content on the Site, and updates related to the Site and the Services. You can opt out of newsletters and this other information by clicking on the unsubscribe link at the bottom of any email you receive from Hilde.
10. Privacy Policy. You acknowledge and agree that all information collected by Hilde is subject to its PrivacyPolicy, which describes Hilde’s data and privacy practices in connection with your access to and use of the Services, including Hilde’s use of third party cookies, pixels, tags, and other tracking technologies to collect personal information that may be used for analytics, marketing, and targeted advertising purposes. By using the Services, you consent to Hilde’s Privacy Policy and the use of these technologies.
11. Links to Third Party Websites. The Services may display, include, or make available third party content or provide links to third party websites or Services (“Third Party Material”). The Services also may include Third Party Materials that Hilde does not control, maintain or endorse. You acknowledge and agree that neither Hilde nor its service providers are responsible for any Third Party Materials, including their accuracy, completeness, timeliness, validity, legality, decency, quality, or any other aspect thereof. Neither Hilde nor its service providers are responsible for the practices of any third party. Your correspondence and business dealings with third parties found through the Services including, without limitation, the payment and delivery and return of services, and any terms, conditions, warranties and representations associated with any such dealings, are solely between you and the third party. Hilde does not assume, and will not have, any liability to you or any other person or entity for any Third Party Materials, and you acknowledge and agree that Hilde is not liable for any loss or damage which may be incurred by you as a result of your interaction with any third party. Third Party Materials are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
12. Ownership. Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Services, including, without limitations, Hilde’s logos, and all designs, graphics, layout, text, button icons, images, audio clips, digital downloads, data compilations, software, trademarks, trade dress, logos, service marks, business information, advertising copy, company evaluations and analyses, annual impact insight reports, how-to contents, blog content, guidance documents or information, ethical business leadership articles, past, present and future versions of the Services, domain names, source and object code, the “look and feel” of the Services and products, and any other material on the Site (the “Hilde Content”). You acknowledge that the Hilde Content is protected by copyright, trademarks, patents, or other proprietary rights and laws. You are hereby granted only a personal, non-exclusive, non-commercial, non-transferable, revocable, limited license to access and view the Site and the Hilde Content solely for your own personal, legitimate use. This license is subject to your full compliance with these Terms. When you view or use the Hilde Content, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Hilde Content; and (c) not copy or adapt any object code associated with the Services or reverse engineer, modify or attempt to discover any source code associated with the Services, nor allow or assist any third party to do so (whether or not for your benefit) (except to the extent any foregoing restriction is prohibited by applicable law). You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Services. Any and all rights to use the Services that are not expressly granted to you under these Terms are reserved for Hilde or its licensors. Except as expressly provided in these Terms, nothing contained in the Terms or on the Site shall be construed as conferring any other license or right, expressly, by implication, by estoppel, or otherwise under any of Hilde’s or a third party’s intellectual property rights. Nothing contained in these Terms will affect, impair, or limit in any way Hilde’s rights to exploit fully any or all of the Hilde Content. Unauthorized use of the Hilde Content may be a violation of federal and state laws and could result in civil and criminal liability.
13. Acceptable Use Policy. As a condition of your use of the Services, you agree that you will use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site (a) in any way that violates any applicable federal, state, local, international law or regulation, or professional rules or standards (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries); (b) to sell trade, or in any way exploit the Site or the Hilde Content; (c) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam", or any other similar solicitation; and/or (d) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site or which, as determined by Hilde, may harm Hilde or users of the Site or expose them to liability.
Additionally, you agree not to (a) use the Site in any manner that could disable, overburden, damage, or impair the Site, or access any equipment or network on which the Site is stored or operated or any software used in the operation of the Site or any equipment or software operated by any third party in connection with the Site; (b) use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the materials on the Site; (c) use any manual process to monitor or copy any of the materials on the Site or for any other unauthorized purpose without Hilde’s prior written consent; (d) use any device, software, or router that interferes with the operation, performance or output of the Site; (e) introduce any viruses, Trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the servers on which the Site are stored, or any servers, computers, or databases connected to the Site; (g) use automated or any means to access the Services that are not intended to be accessed by you, including any Account; (h) collect or store any personally identified information from the Services from other users of the Services without their express written consent; (i) attack the Site via a denial-of-service attack or a distributed denial-of-service attack; and/or (h) otherwise attempt to interfere with the operation, performance or output of the Site.
Hilde has no obligation to monitor the Services or the Hilde Content made available via the Services (except where and if required under applicable law). However, Hilde has the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law. Hilde has the right to investigate violations of these Terms or conduct that affects the Services. Hilde may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. Violation of these provisions may result, in Hilde’s sole discretion, in the deletion of your submissions, the temporary suspension or permanent removal of your Account, and/or termination of your access to the Services.
14. Scraping, Automatic Data Collection and Use for Artificial Intelligence Training. You may not, or permit or authorize any third party to, scrape, crawl, spider, harvest, or otherwise collect the Hilde Content through automated means, including but not limited to bots, scripts, web crawlers, browser extensions, APIs (whether authorized or unauthorized), or any other automated technology. You are strictly prohibited from using Hilde Content for the development, training, fine-tuning, validation, benchmarking, or improvement of any artificial intelligence system, machine learning model, large language model, neural network, natural language processing system, generative AI tool, or any other automated decision-making or content-generation technology, whether commercial or non-commercial in nature. This prohibition extends to creating, compiling, or building datasets, corpora, or databases derived from Hilde Content for any AI-related purpose, and applies to all Hilde Content regardless of the technical method used to access or collect it. All robots.txt and technical restrictions apply and are enforceable. Your access to the Website is solely limited to browsing and purchasing services or products offered by Hilde. Violators of this Section will face legal action, and Hilde reserves all rights to pursue all available legal remedies for such violations in accordance with these Terms.
15. Disclaimers of Warranties. The information presented on or through the Site is made available solely for informational purposes. Site and Hilde Content are provided on an "as is" and "as available" basis. Your use of the Site is at your own risk. To the fullest extent permissible by applicable law, Hilde expressly disclaims all representations and warranties, either express or implied, as to the Site and the Hilde Content, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, title, custom, trade, quiet enjoyment, system integration, and freedom from computer virus.
Hilde does not make any representations or warranties that (a) the Site or the Hilde Content will meet your requirements or expectations; (b) the operation of the Site or the Hilde Content will be uninterrupted, timely, secure, accurate, or error-free or that any errors will be corrected; (c) any particular results will be obtained from the use of the Site; or (d) the Site or the server that make the Site available are free of viruses or other harmful components. If applicable law does not allow the exclusion of some or all of the above implied warranties to apply to you, the above exclusions will apply to you only to the extent permitted by applicable law.
Hilde does not warrant the accuracy, quality, completeness, or usefulness of any information on the Site. Any reliance you place on such information is strictly at your own risk. Hilde disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.
The Site may include (or include links to) content provided by third parties. All statements expressed in these materials and all articles and responses to questions and other content, other than the content provided by Hilde itself, are solely the opinions and responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Hilde. Hilde is not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third party.
You acknowledge that your use of the Services is at your sole risk. Hilde does not warrant that your use of the Services is lawful in any particular jurisdiction, and Hilde specifically disclaims such warranties. By accessing or using the Services, you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Services. Nothing in these Terms limits, excludes, or modifies, or purports to limit, exclude, or modify any statutory consumer guarantees or any implied condition or warranty the exclusion of which from these Terms would contravene any statute or cause any part of these Terms to be void ("Non-Excludable Guarantees"). The foregoing exclusions of implied warranties do not apply to the extent prohibited by law.
16. Limitation of Liability. To the fullest extent permitted by law, Hilde will not be liable to you or any third party for any damages of any kind, including but not limited to, any special, direct, indirect, punitive, reliance, incidental, economic, exemplary or consequential losses, or damages (a) arising from or in connection with the Site, its services and the Hilde content, including without limitation the use of or the inability to use the materials or services on the Site, (b) Your Content; (c) your use of any products or services purchased through the Services; (d) your use or inability to use, or the performance of the Services or the Hilde Content; (e) action taken in connection with an investigation by Hilde or law enforcement authorities regarding your use of the Services; (f) action taken in connection with copyright or other intellectual property owners; (g) any errors or omissions in the Services’ technical operation; or (h) any damage that results from events beyond Hilde’s reasonable control, such as damages to any user's computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, but not limited to, personal injury or death, loss of revenue, loss of profits, loss of business, loss of use, or loss of data, whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable (to the extent permitted by applicable). If, notwithstanding the provisions of this Section 16, Hilde been found liable for any loss, damage, or injury under any legal theory relating in any way to the subject matter of these Terms, to the fullest extent permitted by law, and except where expressly prohibited for individuals residing in Quebec, in no event will Hilde’s aggregate liability to you or any third party for all damages, losses or causes of action, except those in relation to any Non-Excludable Guarantee, exceed the lesser of the total amount of payments made by you, if any, to Hilde in the twelve (12) month period preceding the event giving rise to the claim for Service(s) purchased through the Services, or fifty dollars ($50). The foregoing limitations shall apply even if your remedies under these Terms fail for their essential purpose. Use of the Services is at your sole risk. The limitations set forth in this section will not limit or exclude Hilde’s liability for personal injury or property damage caused by Hilde, or for Hilde’s gross negligence, fraud or intentional, willful, malicious, or reckless misconduct.
Except to the extent prohibited by applicable law, and except where expressly prohibited for individuals residing in Quebec, you agree that in the event you incur any damages, losses or injuries that arise out of any of Hilde’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of the Site, property, product, service, or other content owned or controlled by Hilde, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of the Site, property, product, service, or other content owned or controlled by Hilde.
By accessing the Services, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and expressly waive, the benefits of section 1542 of the Civil Code of California, and any similar law of any state or territory, which provides as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Some jurisdiction do not allow the exclusion or limitation of certain warranties or consequential damages, so some of the exclusions and/or limitations in this Section 16 may not apply to you.
17. Indemnity. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Hilde and its affiliates, officers, directors, shareholders, agents, employees and representatives from and against any and all claims, liabilities, losses, damages, judgments, awards, costs, investigations, settlements, and other expenses (including reasonable attorneys’ fees) that arise directly or indirect out of or from: (a) your breach or anticipatory breach of these Terms and Additional Terms or of any representation or warranty made by you in these Terms; (b) any submissions you make to the Site and Your Content; (c) any misrepresentations made by you; (d) Hilde’s use of your information or Your Content as permitted under these Terms, the Privacy Policy, or any other written agreement between you and Hilde; (e) your use of the Services and the Hilde Content or activities in connection with the Services; (f) your violation of any applicable laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (g) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or defames any person; and (h) your donation(s) to Hilde on the Site or purchase of a membership, including without limitation, claims resulting from payment disputes, fraudulent transactions or violations of the third party processor’s payment terms. Hilde reserves the right, at its own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with Hilde in defending such action, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of Hilde. Your indemnification, defense, and hold harmless obligations will survive the termination of your use of the Services and/or these Terms.
18. Governing Law; Jurisdiction and Venue. These Terms, and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Minnesota, other than such laws and case law that would result in the application of the laws of a jurisdiction other than the State of Minnesota.
19. Negotiation and Mediation. In the event of a dispute, claim, or controversy arising from or relating to these Terms or your use of the Services or the Hilde Content, you and Hilde agree to try to first resolve such dispute informally. In this regard, the aggrieved party shall send a "Notice of Dispute" to the other party which contains a brief statement setting forth the facts giving rise to the disputed matter and the relief requested by the aggrieved party. For Hilde, the Notice of Dispute can be sent to P.O. Box 24506, Minneapolis, MN 55424. You and Hilde agree to use reasonable, good faith efforts to settle any dispute through consultation and good-faith negotiations within thirty (30) days following delivery of the Notice of Dispute. If the dispute cannot be resolved through negotiation, you and Hilde agree to submit the dispute to non-binding mediation with a mediator mutually agreeable to the parties. If you and Hilde are unable to agree on a mediator, the parties agree that the Judicial Arbitration and Mediation Services (“JAMS”) shall designate a mediator. Unless you and Hilde agree otherwise, including conducting the mediation telephonically, the mediation shall take place in Minneapolis, Minnesota within six (6) months following delivery of the Notice of Dispute. You and Hilde agree that the procedure set forth in this paragraph is a condition precedent that must be satisfied before initiating any arbitration, pursuant to Section 20 below, against the other party.
20. ARBITRATION AGREEMENT/DISPUTE RESOLUTION/CLASS ACTION WAIVER. (U.S. RESIDENTS ONLY) PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND IMPACTS THE WAY THAT YOU AND HILDE MAY BRING CLAIMS AGAINST EACH OTHER AND HOW THOSE CLAIMS ARE DECIDED.
This clause applies to the fullest extent permitted by law and does not apply to individuals residing in the province of Quebec. To the extent that any dispute between you and Hilde arises from these Terms or your use of or access to the Services, the arbitration proceedings will be governed by federal arbitration law and by the JAMS (defined below) rules.
20.1. Dispute Resolution. You and Hilde mutually agree that any claim or dispute between them arising from or relating to these Terms or your use of the Services or the Hilde Content, in which either party seeks more than $10,000, and which cannot be resolved by the negotiation and mediation process set forth in Section 19, shall be submitted to confidential binding individual arbitration before a single arbitrator pursuant to the rules and procedures of JAMS. This agreement to arbitrate (“Arbitration Agreement”) is intended to be broadly interpreted and includes any dispute, claim, or controversy between you and Hilde, including without limitation regarding any aspect of your relationship with Hilde or any conduct or failure to act on Hilde’s part, including claims based on breach of contract, tort (for example, a negligence or product liability claim), violation of law or any claims based on any other theory, and including those based on events that occurred prior to the date of this Arbitration Agreement, with the following exceptions (the following are collectively, the “Excluded Disputes”):
· You may assert claims in your local small claims court if its rules permit it;
· Any claim regarding the validity, protection or enforcement of a party’s intellectual property rights (such as its patent, copyright, trademark, trade secret, or moral rights, but not including its privacy or publicity rights) must be brought in court; and
· Hilde may seek injunctive relief in court.
The federal or state law that applies to these Terms will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions or class arbitrations, provided, however, that in the event this Arbitration Agreement is for any reason held to be unconscionable or unenforceable, or for any Excluded Disputes, then the Arbitration Agreement does not apply, and any dispute or claim against Hilde (except for small-claims court actions) may be commenced only in a federal or state court of competent jurisdiction located in Minnesota, and you and Hilde both hereby irrevocably consent to the jurisdiction of and venue in those courts for such purposes. You and Hilde both also consent to the jurisdiction of and venue in those courts for purposes of any claim regarding the validity, protection or enforcement of a party’s intellectual property rights (excluding its privacy or publicity rights). You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. In no way limiting the applicability of the Arbitration Schedule of Fees and Costs and Mass Arbitration Procedures Fee Schedule, subject to you demonstrating that the costs of arbitration will be prohibitive as compared to the costs of litigation, Hilde will pay as much of the administrative and arbitrator’s fees charged to you by JAMS (or an alternate arbitration service) as the arbitrator deems necessary to prevent the arbitration from being cost prohibitive to you as compared to litigation. In no event will you seek or be entitled to rescission, injunctive or other equitable relief or to enjoin or restrain the operation or exploitation of the Services or any other property of Hilde (provided that nothing in these Terms will restrain a California resident’s right (if any) under applicable law to seek public injunctive relief in accordance with this dispute-resolution provision).
This Arbitration Agreement is governed by the Federal Arbitration Act, including its procedural provisions, in all respects. You and Hilde agree that the JAMS Mass Arbitration Procedures and Guidelines apply to any mass arbitrations, as amended/modified by this Arbitration Agreement.
20.2. Arbitration Rules. In arbitration, there is no judge or jury and review is limited. The arbitrator’s decision and award is final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth above, any claim, suit, action or proceeding arising out of or relating to these Terms or your use of or access to the Services (including purchasing products or services through the Services) shall be resolved solely by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures or any successor to JAMS. All applicable JAMS’ rules and procedures are available at the JAMS website (http://www.jamsadr.com) or by calling JAMS at 1-800-352-5267. If JAMS is not available to set a hearing date within thirty (30) days of the filing of a “Demand for Arbitration,” then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service that will hear the case. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity and must enforce the same limitations stated in this Agreement as a court would. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and Hilde. You may choose to have the arbitration conducted by telephone or video, based on written submissions, or in person in your hometown area or at another mutually agreed location.
20.3. Demand for Arbitration. If arbitration of a claim is necessary, the parties agree to the following procedure:
(a) A party who intends to arbitrate (“Claimant”) must first send to the other party (“Respondent”) a written notice, entitled “Demand for Arbitration” (“Demand”). The Demand must: (1) briefly explain the dispute; (2) provide the Claimant’s name and address, the address of the Claimant’s representative (if the Claimant has one), and the Respondent’s name and address (for Hilde, see below); (3) specify the amount of money in dispute, if applicable; (4) if the Claimant is requesting an in-person hearing, identify the requested location for the hearing; and (5) include a statement of what relief the Claimant is seeking. The Claimant must personally sign any Demand for Arbitration. The signatures certify (a) under penalty of perjury that the statements made are true and correct, and (b) that the claim is (i) not for an improper purpose, frivolous, to harass the other party and/or brought about to increase the costs of arbitration; (ii) brought in good-faith based on real facts and sound legal arguments that are actionable under current law. You can find copies of a Demand for Arbitration at: http://www.jamsadr.com.
(b) Send copie(s) of the Demand for Arbitration, plus the appropriate filing fee, to JAMS in accordance with JAMS procedures (see https://www.jamsadr.com/).
(c) Send one copy of the Demand for Arbitration to the other party at the addresses below.
Any Demand to Hilde should be addressed to:
Councelle LLC
P.O. Box 24506
Minneapolis, MN 55424
Any Demand to You: The Demand for Arbitration will be sent by certified mail to the most recent address Hilde has on file for you or otherwise in its records for you.
The rules of JAMS and additional information about JAMS are available on the JAMS website (https://www.jamsadr.com). By agreeing to be bound by these Terms, you either acknowledge and agree that you have read and understand the rules of JAMS or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
20.4. Batch Arbitration. You and Hilde agree that, in the event that there are fifty (50) or more individual requests for arbitration of a similar nature filed against Hilde within an approximately thirty-day period (or otherwise in close proximity), JAMS will administer all such similarly situated arbitration demands on a collective basis as a single, consolidated arbitration (subject to a single set of fees, proceeding schedule, and, if required, hearing) before a single arbitrator in accordance with the requirements outlined elsewhere in this section, provided that – in the event that the arbitrator deems it impracticable or inequitable to administer all such claims collectively in a single arbitration – (s)he may group demands for arbitration into groups of not fewer than twenty (20) matters, plus a remainder group as needed (or as otherwise deemed by the arbitrator to be practicable, equitable, and in best keeping with the spirit of this provision) and arbitrate each group of matters as a single, consolidated arbitration (either structure a “Batch Arbitration”). You and Hilde agree (a) to work with JAMS in good faith to facilitate the resolution of disputes on a Batch Arbitration basis and (b) that requests for arbitration are of a “similar nature” if they arise out of the same event, agreement, or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Disagreements over the applicability of this Batch Arbitration process will be settled in a single, consolidated arbitration proceeding that includes all affected parties and is resolved by a single arbitrator subject to the requirements of this section. This Batch Arbitration provision will in no way be interpreted as authorizing a class or collective arbitration or action of any kind, or any suit or arbitration involving joint or consolidated claims, under any circumstances other than those expressly set forth in this section. If for any reason any court or arbitrator holds that the Batch Arbitration provision is unconscionable or unenforceable, the Batch Arbitration provision will be deemed severable from the Arbitration Agreement and will not affect the validity and enforceability of this Arbitration Agreement. To the extent the parties disagree on the applicability of the mass arbitration process, the disagreeing party will advise the arbitrating organization (JAMS), and the arbitrating organization shall appoint a sole standing arbitrator to determine the mass arbitration process’ applicability ("Administrative Arbitrator"). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.
20.5. Filing, Administration, and Arbitrator Fees for Mass Arbitration Proceedings. You and Hilde agree that the Mass Arbitration Procedures Fee Schedule will govern the payment of arbitration fees for mass arbitrations. Notwithstanding the foregoing, both you, Hilde (and, if being represented, your attorney(s) and Hilde’s attorney(s)) agree to cooperate in good faith to take reasonable measures to reduce the costs and fees of arbitration, so that the process is cost-effective for all parties involved. This may include collaborating with JAMS to decrease JAMS’s fees. In addition, you and Hile agree that if the Administrative Arbitrator finds that either your or our claims, counterclaims and/or appeals are brought for an improper purpose and/or are frivolous, the Administrative Arbitrator will award to the other party the costs and expenses (including, without limitation, any and all charges by the Administrative Arbitrator), and attorneys’ fees incurred by the other party.
20.6. Filing, Administration and Arbitrator Fees for Individual Arbitration Proceedings. You and Hilde agree that payment of all filing, administration and arbitrator fees for individual arbitration proceedings will be governed by JAMS’ rules, unless otherwise stated in this Section 20. If the value of the relief sought is $10,000 or less, at your request, Hilde will pay all filing, administration, and arbitrator fees associated with the arbitration, but not your attorneys’ fees. Likewise, Hilde will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. Any request for payment of filing, administration, and arbitrator fees by Hilde should be submitted by mail to JAMS along with your Demand and Hilde will make arrangements to pay all such necessary fees directly to JAMS. In the event that the arbitrator determines that the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration paid by Hilde on your behalf that you otherwise would be obligated to pay under the JAMS rules.
20.7. Opt-out procedure. If you do not wish to be bound by the arbitration provisions in this Section 20, you must notify Hilde in writing within thirty (30) days of registering an account with Hilde for new users, or the notice must be sent within 30 days of the effective date of this policy for existing users. You may opt out by mailing a written notice to Hilde at the following address: To Hilde, ATTN: Arbitration Opt-Out, P.O. Box 24506, Minneapolis, MN 55424, or by email to info@heyhilde.com. Your written notification to Hilde must include your name, mailing address, email address, phone number and your Account number (if any) as well as a clear statement that you do not wish to resolve disputes with Hilde through arbitration. If you opt-out of the arbitration provisions in this Section 20, all other provisions of this Agreement will continue to apply, including Section 20.8, below. If you do not opt-out, you shall be bound to the terms in this section. If you choose to opt-out, Hilde also will not be bound.
20.8 Amendment to Arbitration Provisions. Notwithstanding any provision in this Arbitration Agreement to the contrary, you and Hilde agree that if Hilde makes any amendment to the arbitration provisions in this Section 20 in the future (other than an amendment to any notice address or site link provided herein), that amendment shall not apply to any claim that was filed in a legal proceeding against Hilde prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims that have arisen or may arise between you and Hilde. Hilde will notify you of amendments to the arbitration provisions of this Section 20 by posting the amended terms on the Site and/or by providing notice to you by email, at least thirty (30) days before the effective date of the amendments. If you do not agree to the amended terms, you may close your Account with Hilde within the 30-day period and you will not be bound by the amended terms.
20.9. Jury trial and class action waiver. If for any reason a claim proceeds in court rather than in arbitration, you and Hilde each unconditionally waive any right to a jury trial. This means that any claim would be decided by a judge, not a jury, with respect to any claim that proceeds in a court, you and Hilde agree that each party may bring claims against the other only on an individual basis and waive the right to bring or resolve any dispute as a plaintiff or class member in any purported class, consolidated, collective, representative, or private attorney general action or proceeding. Both you and Hilde waive the right to participate in a class, consolidated, representative, collective, or private attorney general action related to any dispute that is brought by anyone else. Notwithstanding any provision in the JAMS rules to the contrary, the arbitrator will not have the authority or any jurisdiction to hear the arbitration as a class, consolidated, representative, collective, or private attorney general action or to consolidate, join, or otherwise combine the claims of different persons into one proceeding.
21. Location of the Services. Hilde controls and operates the Services from offices in the United States and makes no representations or warranties that the information, products or Services on the Site are appropriate for use or access in other locations. The information, products, and services provided on the Site are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Hilde to any registration requirement within such jurisdiction or country. Anyone using or accessing the Services from outside the United States does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. Hilde reserves the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and Hilde’s sole discretion, and to limit the quantities of any content, program, product, service or other feature that Hilde provides.
22. Severability. If any provision of these Terms is held to be unlawful, invalid, void, or for any reason unenforceable, you and Hilde agree that the provision will be deemed severable from the Terms and will not affect the validity and enforceability of any remaining provisions (including any remaining provisions under the heading of the provision that was deemed unenforceable). If a court, arbitrator, or other adjudicative body should determine that any provisions of these Terms is overbroad, unfair or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.
23. Waiver. Any failure of Hilde to exercise or enforce any right or breach of a provision of the Terms does not constitute a waiver of such right or provision and will not limit Hilde’s rights with respect to such breach or any subsequent breaches. No waiver by Hilde of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Hilde. Neither the course of conduct between the parties nor trade practice will act to modify these Terms.
24. Entire Agreement. The Terms, including the Privacy Policy, contain the entire agreement between you and Hilde with respect to the subject matter hereof, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
25. Amendments to Terms. No amendment to or modification of these Terms, or action, or delay, will be binding unless in writing and signed by Hilde.
26. Termination. Provisions of these Terms that would logically survive termination shall survive the termination of these Terms for any reason (including without limitation, “Disclaimer of Warranties,” “Limitation of Liability”, “Indemnity”, “Negotiation and Mediation”, and “Arbitration Agreement/Dispute Resolution/Class Action Waiver”).
27. Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Hilde’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Hilde may assign its rights and duties under these Terms to any party at any time without any notice to you.
28. Force Majeure. Hilde shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages or delays of transportation or shipping facilities, fuel, energy, labor or materials.
29. Construction of Terms. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Hilde by virtue of Hilde having drafted them.
Questions: If you have any questions about the Services or these Terms, please email us at info@heyhilde.com or write to us at P.O. Box 24506, Minneapolis, MN 55424.