Last Updated: 08/12/2021
Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services.
As used in these Terms, "we," "us" and "our" refer to Heyday, and "you" and "your" refer to you as an individual. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, "you" and "your" will refer to that company or other legal entity.
Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Site or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE "ARBITRATION" SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE "ARBITRATION" SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND HEYDAY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
If you want to use certain features of the Services you'll have to create an account ("Account"). You can do this via the Site or through your account with certain third-party social networking services such as Google or Slack (each, an "SNS Account"). If you choose the SNS Account option we'll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.
It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don't, we might have to suspend or terminate your Account. You agree that you won't disclose your Account password to anyone and you'll notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur under your Account, whether or not you know about them.
If you are accessing and using a beta version of the Services, you acknowledge that: (i) the Services are in beta form and may not operate properly or be fully functional, and may contain errors, design flaws or other problems; (ii) use of the Services may result in unexpected results, corruption, or loss of data, information, content or communications, or other unpredictable damage or loss; and (iii) Heyday has no obligation to release a final version of the Services. You assume all risk arising from use of the beta Services, including, without limitation, the risk of corruption or loss of data, information or content.
The Services allow you to (i) link your Account to various accounts that you have with third party services ("Third Party Accounts") including, but not limited to, e-mail accounts, Google Calendar, and Google Docs, and (ii) upload and submit files, documents, and other data to the Services directly or access files, documents and other data that you submit to or host on those Third Party Accounts via your Account. All such files, documents and other data are "Your Content." By linking those Third Party Accounts with your Account, you authorize Heyday to access, use and, in certain cases, store Your Content from those Third Party Accounts on the Services. The Services also allow you to share Your Content with other users if you explicitly grant permission for other users to view Your Content. However, sharing Your Content does not change ownership; Your Content is still owned by you.
You grant to Heyday all applicable licenses and permissions, on a non-exclusive, transferable, sublicensable, worldwide and royalty-free basis, to use, copy, modify (for formatting purposes only), display, perform and distribute copies of Your Content in connection with provision of the Services to you and other Account holders. This means that we will display Your Content to you as you use the Services. However, Heyday will not make Your Content available to other users of the Services, unless you grant permission for other users to view Your Content as noted above. Heyday does not claim any ownership rights in Your Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit Your Content.
You are solely responsible for all of Your Content. You represent and warrant that you own all of Your Content, or that you have all the rights or permissions (including, but not limited to, permissions from any Third Party Account providers or owners) necessary to grant Heyday the rights in Your Content under these Terms. You also represent and warrant that Your Content does not: (i) infringe any third party intellectual property rights, rights of publicity or privacy; (ii) violate any applicable laws; or (iii) contain a virus, malicious code or any other harmful component. Heyday has no responsibility to you or to any third party in connection with Your Content, and you are solely responsible for any losses or damages suffered by Heyday in connection with Your Content.
You can remove Your Content by contacting us at email@example.com to request the deletion of Your Content. However, in certain circumstances, some of Your Content may not be completely removed and copies of Your Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Your Content.
Although we're not obligated to screen, review, monitor or filter Your Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right to remove, delete or disable any portion of Your Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of Your Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services, and may consult and cooperate with law enforcement authorities regarding such violations.
Heyday's use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.
You agree that you will not use the Services if you are under the age of 18 or not capable of forming a binding contract with Heyday. You are responsible for all activities that occur under your Account, and you will not permit any other person or entity to access or use the Services via your Account.
You are responsible for providing the equipment and services that you need to access, download, install and use the Services. Heyday does not guarantee that the Services are accessible on any particular equipment or with any particular software or service plan.
If you use the Services on a mobile device, you are solely responsible for all message and data fees charged by the wireless service provider. Heyday is not liable for any delays, interruptions or other transmission errors related to your device, service or wireless service provider.
You are responsible for protecting any login information associated with your Account, such as your username and password, as well as for protecting the information on your computer or your other devices, for example by installing anti-virus software, updating your applications, password protecting your files and preventing third party access to your computer.
You will not interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect to the Services (except as required to access and use the Services). You will not: (i) copy, modify or create derivative works based on the Services; (ii) distribute, transfer, sublicense, lease, lend or rent the Services to any third party; (iii) reverse engineer, decompile or disassemble the Services; or (iv) make the functionality of the Services available to multiple users through any means. You may not access or use (or permit a third party to access or use) the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes.
Certain features of the Services are available without charge and others are only provided in exchange for a fee ("Fee"). In order to access, download, install and use the fee-based Services, you will pay Heyday the Fee according to the terms on the order form or other agreement that you used to purchase the fee-based Services ("Purchase Order"). Heyday reserves the right to change the Fee and charge a fee for features that may have been provided free of charge upon thirty (30) days advance notice to you, or upon such other terms provided in the Purchase Order.
Your fee-based Services will not be activated until your first payment is received. Payments are due in accordance with the Purchase Order (e.g., annually or monthly in advance), and may be automatically charged to the credit card that you provided when you purchased the fee-based Services. In the event that you upgrade your Service during a subscription term (e.g., from a trial or free basis to a premium basis), you may be charged additional fees on a pro rata basis. If you cancel your fee-based Services, we will start processing your cancellation request as soon as possible using commercially reasonable efforts.
If we do not receive payment in full of any Fee you owe to Heyday in a timely manner, we may, at our sole option, terminate your access and use of all or part of the Services and/or pursue collection of such Fee, in which case you agree to pay all costs of the collection, including, without limitation, all court costs and reasonable attorneys' fees.
We reserve the right to rely on third party payment service providers such as Stripe to collect payment of Fees. You must comply with the third party payment service provider's terms made available to you. If you do not agree with the third party payment service provider's terms, then do not sign up for the fee-based Services.
Your Right to Use the Services
Subject to your compliance with these Terms and any terms contained in the Services, Heyday grants to you a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access, download, install and use the Services, including downloading and installing an instance of the Services where appropriate and required by the functionality of the Services.
Our Ownership of the Services
Heyday exclusively owns all right, title and interest in and to the Services and Heyday Content, including all associated intellectual property rights therein. You acknowledge that the Services and Heyday Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Heyday Content.
We welcome feedback, comments and suggestions for improvement to the Services ("Feedback"). You acknowledge and agree that all Feedback will be the sole and exclusive property of Heyday and that Heyday may use the Feedback at its sole discretion in connection with the Services. You hereby assign to Heyday and agree to assign to Heyday all of your right, title and interest in and to your Feedback, including all intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining our intellectual property rights and other legal protections for the Feedback.
Heyday owns all right, title and interest in and to any usage data derived from your use of the Services ("Usage Data"). Heyday has the right to: (i) aggregate such Usage Data with usage data from Heyday's other customers and Account holders; (ii) use any of the foregoing Usage Data or aggregate data for Heyday's own business purposes, including for marketing, support and product development purposes; and (iii) disclose such Usage Data in aggregate and/or other identified form in connection with its business. That said, Usage Data will not be directly created or based on Your Content.
Rights in Heyday Content Granted by Heyday
Subject to your compliance with these Terms, Heyday grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Heyday Content solely in connection with your permitted use of the Services.
Rights and Terms for Mobile Device Application
If you accessed or downloaded the App from the Apple App Store, then you agree to use the App only: (i) on an Apple-branded product or device that runs iOS (Apple's proprietary operating system software); and (ii) as permitted by the "Usage Rules" set forth in the Apple Store Terms of Service.
If you accessed or downloaded the App from any app store or distribution platform (like the Apple App Store or Google Play) (each, an "App Provider"), then you acknowledge and agree that:
- These Terms are between you and Heyday only, and not with App Provider, and that, as between Heyday and the App Provider, Heyday is solely responsible for the App.
- App Provider has no obligation to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Heyday.
- App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Heyday will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof.
- You must also comply with all applicable third-party terms of service when using the App.
Subject to your compliance with these Terms, Heyday grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Heyday reserves all rights in and to the App not expressly granted to you under these Terms.
General Prohibitions and Heyday's Enforcement Rights
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Heyday Content or Your Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Services or any individual element within the Services, Heyday's name, any Heyday trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Heyday's express written consent;
- Access, tamper with, or use non-public areas of the Services, Heyday's computer systems, or the technical delivery systems of Heyday's providers;
- Attempt to probe, scan or test the vulnerability of any Heyday system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Heyday or any of Heyday's providers or any other third party (including another user) to protect the Services or Heyday Content;
- Attempt to access or search the Services or Heyday Content or download Heyday Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Heyday or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Heyday trademark, logo URL or product name without Heyday's express written consent;
- Use the Services or Heyday Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Heyday Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Heyday Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Heyday respects copyright law and expects its users to do the same. It is Heyday's policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Heyday's Copyright Policy (https://heyday.xyz/copyright), for further information.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
These Terms will terminate when you fail to comply with any term or condition of these Terms. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by notifying Heyday of your desire to cancel by email at firstname.lastname@example.org or in writing at 604 Mission St #500, San Francisco, California 94105.
Upon any termination, discontinuation or cancellation of Services or your Account: (i) you will cease all use of the Services and (ii) all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
you understand and agree that your use of the services is at your sole risk. The Services and Content are provided "AS IS," without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any content. No advice or information obtained from Heyday or elsewhere will create any warranty not expressly stated in these Terms. Heyday will have no liability for any claims, losses or damages caused by Your Content or any results produced by the Services based upon Your Content. You acknowledge and agree that there are risks inherent to transmitting information over and storing information on the internet and that we are not responsible for any losses of your data, confidentiality or privacy in connection therewith.
You agree to indemnify, defend and hold Heyday and its affiliates, officers, directors, employee and agents harmless, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services, (ii) Your Content and (iii) your violation of these Terms.
Limitation of Liability
NEITHER HEYDAY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HEYDAY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL HEYDAY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO HEYDAY FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS (\$100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO HEYDAY.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEYDAY AND YOU.
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the Services nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Heyday agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Heyday with written notice of your desire to do so by email or regular mail at 604 Mission St #500, San Francisco, California 94105 within thirty (30) days following the date you first agree to these Terms (such notice, an "Arbitration Opt-out Notice"). If you don't provide Heyday with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Heyday with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Heyday with an Arbitration Opt-out Notice, you acknowledge and agree that you and Heyday are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Heyday otherwise agree in writing, the arbitrator may not consolidate more than one person\'s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Heyday otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed \$10,000, then the arbitration will be conducted solely on the basis of the documents that you and Heyday submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds \$10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Heyday will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed \$75,000, Heyday will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the "Changes to Terms or Services" section above, if Heyday changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to www.client.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Heyday's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Heyday in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between the parties regarding its subject matter, and supersede and replace any and all prior oral or written understandings or agreements between the parties. The parties to these Terms are independent contractors and these Terms will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other party's prior written consent. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the "Arbitration" section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Heyday's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Heyday may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. All notices under these Terms made by Heyday will be (i) via email or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Heyday's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Heyday. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Heyday at email@example.com or by writing to us at 604 Mission St #500, San Francisco, California 94105.