Terms of Use
Last Updated August 1, 2025
These Terms of Use (“Terms”) govern your access to and use of the Hilde website (“Site”). By accessing or using the Site, you are agreeing to these terms and entering into a legally binding contract with Councelle LLC (hereinafter referred to as “Hilde”). Do not access or use this Site if you are unwilling or unable to be bound by these 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. If you use the Site, you are affirming that you are at least 18 years old.
2. SITE AVAILABILITY: The Site may be updated, changed, interrupted, or discontinued at any time without notice or liability.
3. DISCLAIMERS AND LIMITATIONS OF LIABILITY:
CONTENT ON THE SITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE SITE AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, HILDE AND THE SITE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE SITE OR CONTENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
HILDE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE OPERATION OF THE SITE OR 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.
THE INFORMATION PRESENTED ON OR THROUGH THE SITE IS MADE AVAILABLE SOLELY FOR INFORMATIONAL PURPOSES. HILDE DOES NOT WARRANT THE ACCURACY, QUALITY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. 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 THE 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-PARTIES.
HILDE WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY SPECIAL, INDIRECT, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE SITE, INCLUDING WITHOUT LIMITATION THE USE OF OR THE INABILITY TO USE THE MATERIALS IN THE SITE, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM OR LOSS OF INFORMATION OR DATA. YOUR SOLE AND ESXLUSIVE RIGHT OR REMEDY IN CASE OF DISSATISFIATION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO OR USE OF THE SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU HEREBY RELEASE AND FOREVER DISCHARGE HILDE (AND ITS AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUCCESSORS, ASSIGNS, AGENTS, AND REPRESENTATIVES) 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 SITE (INCLUDING ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER SITE USERS OR ANY THIRD-PARTY LINKS & ADS). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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.”
4. YOUR CONTENT. Your Content refers to the content you submit or transmit to, through, or in connection with the Site, such as comments to an evaluation, article or blog post. You are solely responsible for your Content. You represent that you own or have the necessary permission to use and authorize the use of Your Content. Hilde may use Your Content and publicly display it, incorporate it into other works, or create derivative works from it. You hereby irrevocably grant Hilde the worldwide, non-exclusive, royalty-free, perpetual, transferable right to use Your Content for any purpose. You also irrevocably waive, and cause to be waived, against Hilde and its users any claims and assertions of moral rights or attribution with respect to Your Content.
5. COMMUNICATIONS FROM HILDE. By providing your email on our Site, you are subscribing to receive certain communications from Hilde. You may receive our electronic newsletter and other information related to the content on the Site. You can opt out of necessary newsletters and other information by clicking on the unsubscribe link at the bottom of any email you receive from Hilde. Hilde does not sell your email address and will only use your email address for the purpose of sending the emails with its newsletters and other information related to the content on the Site.
6. PROHIBITED USES: You may use the Site only for lawful purposes and in accordance with these Terms of Use. 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 its 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; (d) and/or 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 interfere with any other party's use of the Site, or access any equipment or network on which the Site are stored or operated or any software used in the operation of the Site or any equipment or software operated by any third-party; (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 our 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) 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.
7. LINKS TO THIRD-PARTY WEBSITES: The Site may include links to various third-party websites. Hilde is providing these links solely as a convenience. Such linked third-party websites are not under the control of Hilde. Hilde is not responsible or liable for the content available at any such third-party linked websites. The appearance of third-party linked websites to/from the Sites does not imply Hilde’s endorsement of the third-party linked websites, its sponsors or any products or services offered on the third-party linked websites. Use of the third-party linked websites is at your own risk.
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8. INDEMNITY: 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, damages, costs, or other expenses (including reasonable attorneys’ fees) that arise directly or indirect out of or from: (a) your breach of these Terms of Use or of any representation or warranty made by you in these Terms of Use; (b) any submissions you make to the Site; and/or (c) your activities in connection with the Site or its content.
9. APPLICABLE LAWS & JURISDICTION: The Federal Arbitration Act, applicable federal law, and the laws of the State of Minnesota, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute between you and Hilde arising out of or relating in any way to your use of the Site.
10. GOVERNING LAW AND JURISDICTION: In order to maintain uniformity in the interpretation of this Agreement, you and Hilde expressly agree that this Agreement, including any procedural or substantive rights in any arbitration, shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to principles of conflicts of laws; provided, however, that if applicable law prohibits you and Hilde from agreeing to the application of the laws of the State of Minnesota, this Agreement, including any procedural or substantive rights in any arbitration, shall be governed by and construed in accordance with the laws of the state where you most recently provided services to Hilde or where you reside, without giving effect to principles of conflicts of laws. The Federal Arbitration Act shall govern all matters relating to arbitration.
11. NEGOTIATION AND MEDIATION: In the event of a dispute, claim, or controversy arising from or relating to this Agreement, you and Hilde agree to try to 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 American Arbitration Association 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 dispute resolution procedure set forth in this paragraph is a condition precedent that must be satisfied before initiating any arbitration against the other party.
12. AGREEMENT TO ARBITRATE: You and Hilde mutually agree that any claim or dispute between them arising from or relating to this Agreement, in which either party seeks more than $10,000, and which cannot be resolved by negotiation or mediation, shall be submitted to confidential binding individual arbitration before a single arbitrator pursuant to the rules and procedures of JAMS. The rules and procedures of JAMS are available at www.JAMSadr.org. By agreeing to arbitrate, the parties expressly waive their respective rights to a trial by jury.
a. In the event JAMS is unwilling or unable to hear the dispute, the parties shall agree to, or an appropriate court shall select another arbitration provider. Unless otherwise agreed upon by the parties, any arbitration hearing shall take place in Minneapolis, Minnesota, although either party may elect to participate in the arbitration remotely. Each party shall be responsible for its own attorneys' fees. Responsibility for all other arbitration fees and costs, including filing fees, shall be apportioned in accordance with the Rules and Procedures of JAMS.
b. Although this agreement to arbitrate is made and entered into between you and Hilde, its affiliates, or their respective officers, directors, shareholders, agents, employees, and representatives ("Related Parties") are intended third-party beneficiaries of the Agreement, including this agreement to arbitrate.
c. This agreement to arbitrate shall survive the termination of this Agreement. Any issues related to the arbitrability of any claim, or the scope, validity, or enforceability of this agreement to arbitrate shall be determined by the arbitrator. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery via courier. The Demand for Arbitration must include a statement of the legal and factual basis of the claim(s) to be arbitrated. The parties shall be entitled to the discovery rights and procedures set forth in the Rules and Procedures of JAMS. The parties shall be entitled to file dispositive motions in accordance with the Rules and Procedures of JAMS. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a final judgment in a court of competent jurisdiction.
13. CLASS ACTION WAIVER: You waive your right to have any dispute or claim brought, heard, or arbitrated as a class or class action, and the parties agree that an arbitrator shall not have any authority to hear or arbitrate any class, representative, or collective action. Notwithstanding any other provision in this Agreement, the parties agree that any claim or contention that all or part of this class action waiver is unenforceable may be determined only by a court of competent jurisdiction and not by an arbitrator.
14. VENUE: You and Hilde agree that the exclusive venue for any court proceedings, including actions for preliminary injunctive relief in aid of arbitration or judicial enforcement of an arbitration award, shall be in Minneapolis and Minnesota. You and Hilde consent to personal jurisdiction in such courts and waive any objections to venue, jurisdiction or forum that may otherwise be available to either party.
15. INTELLECTUAL PROPERTY: The Site and Content are the property of Hilde and are protected by United States and International Copyright laws. All copyright, trademark, and other proprietary rights in the Site and in the services, text, graphics, design elements, all other materials originated or used by Hilde on the Site are reserved to Hilde. You acknowledge that content available through the Site ("Intellectual Property Rights"), is protected by copyright, trademarks, patents, or other proprietary rights and laws. You are hereby granted only a non-exclusive, non-transferable, revocable, limited license to use and access the Site solely for your own personal, noncommercial use. Except as expressly provided in this Agreement, nothing contained in this Agreement 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. Any rights not expressly granted herein are reserved.
16. SEVERABILITY: If any provision of these Terms of Use 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 of Use 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).
17. WAIVER: Any failure of Hilde to exercise or enforce any right or provision of the Terms of Use does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
18. ENTIRE AGREEMENT. The Terms of Use contain the entire agreement bee you and us regarding the Use of the Site and supersedes any prior agreement between you and us on such subject matter. That parties acknowledge that no reliance is placed on any representation made but not expressly continued in these terms.
19. HEADINGS FOR CONVENIENCE ONLY: Any heading or subheading contained in these Terms of Use is solely for convenience of navigation and should not be used to interpret any specific provision.