TERMS OF USE

These Terms of Use constitute an agreement (this “Agreement” or these “Terms of Use”) by which each Member (as such term is defined herein) shall be bound.  Failure to abide by any of the terms or conditions set forth in this Agreement shall be grounds for Hera Matchmaker LLC, (the “Company”) to deny access to the Site (as such term is defined herein).  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.  If you do not agree to be bound by the terms of this Agreement, you may neither use nor access our services.  The Terms of Use are subject to change by the Company at any time, effective upon posting on the Site, and your use of the Site after such posting will constitute acceptance by you of such changes.

  1. Site.  The Company owns and operates a website commonly known as “Heramatchmaker.com” (the “Site” or “Website”).
  2. Member.  An individual person that joins the Site for the purpose of meeting other singles and participating and using the Services offered by the Company and agrees to be included in the Company’s database as a potential match for other members, is referred to herein as a “Member.”
  1. Service.  The Site creates and offers Members a database of potential romantic matches to individual adults, certain matchmaking and dating consulting services for the benefit of the Member, such as the introduction of single adults from Company’s proprietary database (the “Matches”) to Member, as such services are more fully described in a  particular service agreement between Member and the Company (the “Service”).
  1. Non-commercial Use by Members. The Site is for the personal use of individual Members only, and it may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Site for any purpose.  Illegal and/or unauthorized uses of the Site, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Site may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.  Use of the Site is with the permission of the Company, which may be revoked at any time, for any reason, in the Company’s sole discretion.
  1. Unique and Bona Fide Profile. As a Member of the Site, you will create only one unique profile. In addition, your use of the Site must be for bona fide relationship-seeking purposes in order to maintain the integrity of the Site (for example, you may not become a Member solely to compile a report of compatible singles in your area, or for research purposes).  From time to time, the Company may create test profiles in order to monitor the operation of the Site.
  1. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password.  You agree to (a) immediately notify the Company of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. The Company will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have linked your Windows Live ID to your Smingle.com account.
  1. YOUR INTERACTIONS WITH OTHER MEMBERS.  YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT THE COMPANY DOES NOT IN ANY WAY SCREEN ITS MEMBERS, NOR DOES THE COMPANY INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE OFFERED BY THE SITE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THIS SERVICE.  YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.  YOU UNDERSTAND THAT THE COMPANY MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE SERVICE.  YOU SHOULD NOT PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER MEMBERS.
  1. Content on Heramatchmaker.com
  1. Proprietary Rights. The Company owns and retains all proprietary rights in the Site.  The Site contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors.  Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
  1. Reliance on Content, Advice, Etc.  Opinions, advice, statements, offers, or other information or content made available through the Site, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon.  Such authors are solely responsible for such content. The Company does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site.  Under no circumstances will the Company or its affiliates be responsible for any loss or damage resulting from your reliance on information or other content posted on the Site or transmitted to or by any Members.
  2. Links to Third Party Websites/ Dealings with Advertisers.  If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.  You further acknowledge and agree that the Company will not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, goods or services available on or through any such site, including the sharing of the information you supply to the Company with advertisers, or as the result of the presence of such advertisers on the Site. Please visit our Privacy Policy to learn more about how we use your information. 
  1. Representations, Warranties and Covenants of Member.  Each Member hereby represents, warrants and covenants to the Company as follows:
  1. All information provided to the Company shall be true and correct, and it shall be your sole responsibility to update such information on a regular basis.  If information provided by you to the Company, or to another Member, subsequently becomes inaccurate, misleading or false, you will promptly notify the Company of such change.  You understand and agree that the Company may review and delete any content, messages, double-blind emails, photos, videos, profiles or other items posted by you on the Site (collectively, “Content”), in each case in whole or in part, that, in the sole judgment of the Company, violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of other Members.
  1. By posting Content to any public area of the Site, you automatically grant, represent and warrant that you have the right to grant, to the Company, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.  You further represent and warrant that public posting and use of your content by the Company will not infringe or violate the rights of any third party.
  1. You acknowledge that you may not provide any content or information to  the Company or the Site that: (i) contains libelous, indecent, obscene or pornographic material, hate speech, highly explosive subject matter (as determined by the Company, in its sole discretion), or any illegal subject matter or activities; (ii) violates any law or regulation governing false or deceptive advertising, comparative advertising or trade disparagement; (iii) contains any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (iv) infringes on any copyright, trademark, patent or other proprietary right, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files; (v) contains any “worm”, “virus” or other device that could impair or injure any person or entity; (vi) harasses or advocates harassment of another person; (vii) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming;” (viii) contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page); (ix) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18; (x) solicits passwords or personal identifying information for commercial or unlawful purposes from other users; or (xi) engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes (collectively referred to as the “Prohibited Content”).  
  1. You may not engage in advertising to, or solicitation of, other Members. This includes but is not limited to solicitation or advertising to buy or sell any products or services through the Site or to attend parties or other social functions or networking for commercial purposes.  You may not transmit any chain letters or junk email to other Members. Although the Company cannot monitor the conduct of Members off the Site, it is also a violation of these rules to use any information obtained from the Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent.  
  1. You shall not engage in any of the following activities: (i) use emails to persons other than those persons who have requested to receive emails (i.e., spamming); (ii) utilize auto-spawning browsers; (iii) cause or allow the automatic redirecting of visitors to any site; (iv) utilize blind text links or misleading links; (v) employ forced clicks (i.e., forcing a user to click on an item because the user’s browser has been hijacked, or because an item has been altered so that it is impossible to close without clicking it); (vi) falsely state, impersonate, or otherwise misrepresent his identity, including but not limited to the use of a pseudonym, or misrepresenting his current or previous positions and qualifications, or his affiliations with a person or entity, past or present; (vii) violate the CAN-SPAM Act of 2003 and all laws, rules and regulations governing deceptive trade practices and online marketing or advertising; (viii) harass or stalk anyone; (ix) post any content or initiate communications which include information that you do not have the legal or contractual right to disclose; (x) interfere with the operation of the Site, or any component thereof; (xi)  express or imply that any statements you make are endorsed by the Company without our specific prior written consent; (xii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; (xiii) post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (xiv) remove any copyright, trademark or other proprietary rights notices contained in the Site; (xv) interfere with or disrupt the Site or the servers or networks connected to the Site; (xvi)  post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xvii) use meta tags or code or other devices containing any reference to the Site in order to direct any person to any other web site for any purpose; (xviii) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or any software used on or for the Site or cause others to do so (collectively referred to herein as “Prohibited Activities”).
  1. You are solely responsible for any and all legal liability arising out of or relating to (i) your breach of any term or condition set forth in this Agreement, including, without limitation, your posting or providing the Company any Prohibited Content anywhere on the Site, or engaging in any Prohibited Activity; or (ii) the content and other material provided by you to the Company.  You hereby agrees to indemnify, defend and hold harmless the Company and its officers, members, directors, agents, employees and independent contractors from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, defamation, violation of right of privacy or publicity, breach of contract, copyright infringement, trademark infringement or other infringement of any third party, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the information you provide or transmit to the Company; (b) arising out of any breach by you of any representation, warranty or covenant under this Agreement; or (c) relating to a contaminated file, virus, worm, or Trojan horse originating from a posting made by you (if applicable) anywhere else on the Site.
  1. NO WARRANTIES; LIMITATION OF LIABILITY.  THE SITE’S SERVICE IS MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WITH REGARD TO THE SITE OR ANY COMPONENT THEREOF, OR ANY MEMBER, THE COMPANY MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY DOES NOT WARRANT THAT INFORMATION DERIVED FROM THE SITE, DIRECTLY OR INDIRECTLY, WILL FULFILL ANY MEMBER’S PARTICULAR PURPOSES OR NEEDS, OR THAT SUCH INFORMATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.  USE OF THE SITE SHALL BE AT EACH MEMBER’S OWN DISCRETION AND SOLE RISK AND THAT, AND EACH MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL FROM THE SITE.  THE COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY ACTUAL, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST INCOME, LOST REVENUE, LOST PROFITS, OR ANY CLAIM OR DEMAND AGAINST ANY MEMBER BY ANY THIRD PARTY, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER THEORY, REGARDLESS OF FORESEEABILITY AND EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMNPANY, DURING THE TERM OF MEMBERSHIP.  IN ADDITION TO THE FOREGOING AND OTHER PROVISIONS OF THIS AGREEMENT, ANY ADVICE THAT MAY BE POSTED ON THE SITE IS FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY AND IS NOT INTENDED TO REPLACE OR SUBSTITUTE FOR ANY PROFESSIONAL FINANCIAL, MEDICAL, LEGAL, OR OTHER ADVICE. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY CONCERNING ANY TREATMENT, ACTION BY, OR EFFECT ON ANY PERSON FOLLOWING THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE SITE. 
  1. Inconsistency.  In the event of any inconsistency between the Company’s Privacy Policy and this Agreement, this Agreement shall control. 
  1. Modifications.  The Company may modify this Agreement at any time, and without prior notice, by posting amended terms on the Site.  Your continued use of the Site indicates your acceptance of the amended Agreement.
  1. Eligibility.
  1. Minimum Age.  You must be at least eighteen (18) years of age to become a Member or use the Site.  By using the Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.  
  1. Marital Status.  By requesting to use, registering to use, or using the Site, you represent and warrant that you are not married.  If you are separated, but not yet legally divorced, you may not request to use, register to use, or use the Site.
  1. Criminal History.  By requesting to use, registering to use, and/or using the Site, you represent and warrant that you have never been convicted of a felony and are not required to register as a sex offender with any government entity. THE COMPANY DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND SCREENINGS ON ITS MEMBERS.  However, the Company reserves the right to conduct a criminal background check, at any time and using available public records, to confirm your compliance with this subsection, and you hereby consent to the Company’s conducting the same without prior notice to you.
  1. Refusal of Service.  The Company may prohibit any party from using the Site, for any reason whatsoever or for no reason.
  1. Disclosure By Law.  You acknowledge and agree that the Company may disclose information you provide (including, without limitation, personal identifiable information) if required to do so by law, at the request of a third party (including, without limitation, law enforcement agencies), or if the Company, in its sole discretion, believes that disclosure is reasonable to (i) comply with the law, requests or orders from law enforcement; (ii) protect or defend the Company’s, or a third party’s rights or property; or (iii) protect someone’s health or safety, such as when harm, violence or abuse against any person (including the Member) is threatened.
  1. Protection of Password and Account.  You are responsible for maintaining the confidentiality of your password and account, and you shall be fully responsible for all activities that occur (with or without your knowledge) under your password or account.  The Company shall not be liable for your failure to comply with the foregoing.
  1. Termination.  You acknowledge and agree that the Company may, with or without cause, immediately terminate your account and access to the Site without prior notice. The Company is not required, and may be prohibited, from disclosing a reason for the termination of your account.   Reasons for termination shall include, without limitation, (i) breaches or violations of this Agreement the Company’s policies as may be in effect from time to time, (ii) requests by any governmental agency, (iii) technical problems, and (iv) extended periods of a user’s inactivity.  The Company may terminate your access to the Site by sending notice to you at the email address you provide to the Company, or such other email address as you may later provide to the Company. If the Company terminates your membership because you have breached this Agreement, you will not be entitled to any refund of unused fees paid, if any.  All decisions regarding the termination of accounts shall be made in the sole discretion of the Company.  All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.  
  1. Blocking of IP Addresses. In order to protect the integrity of the Site, the Company reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Site. 
  1. Copyright Policy. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. 
  1. Member Disputes. You are solely responsible for your interactions with other Members.  The Company reserves the right, but has no obligation, to monitor disputes between you and other Members.  If there is any dispute or potential dispute between Members arising from a Match, then the Company shall have the right, but is not obligated, to investigate the matter in any way it deems appropriate in its sole discretion.  In addition, the Company may in its sole discretion take such action as it deems appropriate, including but not limited to suspending or terminating your account or your ability to access the website.  You agree to abide by and cooperate with the resolution of any dispute as determined by the Company.
  1. Privacy. Use of the Site and/or the Service is also governed by our Privacy Policy.  
  1. Electronic Communications, Transactions, And Signatures. Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.  YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.  You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means
  1. Governing Law and Jurisdiction.  This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to the conflicts of law provisions of such State. The parties agree that federal and state courts having located within or having jurisdiction over Nassau County, State of New York, shall have exclusive jurisdiction over disputes arising hereunder, and all Members waive any defense of personal or subject matter jurisdiction in those courts.
  1. Severability.  Invalidation of any one of the covenants or terms of hereof, by judgment of a court, shall not affect any of the other provisions of hereof which shall remain in full force and effect.
  1. No Waiver.  No waiver of any breach of any provision of this Agreement by the Company shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the Company.
  1. Entire Agreement.  This Agreement contains the entire agreement between you and the Company regarding the use of the Site. 

Please contact us at [heart@heramatchmaker.com] with any questions regarding this Agreement.