effective as of May 10, 2018
General Terms for All Services and Uses of Headway
Headway Sales Inc. (“Headway,” “the Company,” “we,” “us,” or “our”) is pleased to provide a variety of tools and resources (our “Services”) that allow you to learn about and explore new products that can help you achieve your financial goals.
IN PARTICULAR, PLEASE NOTE THAT THIS AGREEMENT CONTAINS CERTAIN DISCLAIMERS REGARDING WARRANTIES AND LIABILITY, IN ADDITION TO IMPORTANT PROVISIONS REQUIRING ARBITRATION OF ALL DISPUTES AND A CLASS ACTION WAIVER (PLEASE SEE SECTIONS BELOW ENTITLED “DISCLAIMERS AND LIMITATIONS OF LIABILITY,” AND “DISPUTE RESOLUTION”).
If you do not accept the terms of this Agreement, you are not authorized to access the Site or use our Services.
The Site is intended for individuals who are at least 18 years of age and reside in the United State. If you are under 18 years of age or reside outside of the United States, you should not visit the Site or use our Services. Use of the Site or Services, including any provision of personally or non-personally identifiable information, by anyone under 18 years of age is strictly prohibited.
If you have any questions or complaints about Headway, the Site features, the Site content, or any of our Services, please contact us at firstname.lastname@example.org.
Introduction to the Site and Services
Headway provides an online platform to submit inquiries for personal home improvement financial products (“Products”). In doing so, we act as intermediary between (a) contractors and consumers who are interested in such Products and use Site and Services, and (b) Inquiry Services Companies we partner with (our “Partners”) who have a network of non-affiliated banks, lenders, and other financial services institutions (“Providers”) who offer such Products.
An “Inquiry” means that you are choosing to submit Personally Identifiable Information (“PII”) through a form on our Site so we can submit your information to our Partners or other inquiry services companies to retrieve and show you customized offers for Products from Providers that participate in their custom offers network. We may also collect Non-Personally Identifiable Information (“NPII”) when you submit an Inquiry.
Headway IS NOT a bank, lender, credit card issuer, or any other type of creditor, and therefore DOES NOT make loans or credit decisions in connection with loans. We offer marketing and other business services to our Partners and, if applicable, their Providers who advertise their Products through our Site. We are paid lead generation fees by our Partners for our Services. Your use of the Site and our Services constitute your consent to this compensation arrangement. Headway does not charge you any fees for its Services, but please be advised that if and when you close a Product with a Provider, you will be responsible for paying associated closing costs, if any (such costs may include origination fees or other processing fees).
Headway is ALSO NOT a credit repair organization, credit counselor, financial advisor, or legal advisor as defined under federal or state law. Use of our Site or Services should not be considered a replacement for professional advice or assistance regarding your finances or credit profile.
Please keep in mind the following when using any of our Services:
- Headway does not endorse or recommend any particular Provider, or the products of any such Provider.
- The Provider is solely responsible for its products and services. You agree that Headway will not be liable for any damages or costs arising out of, or in any way connected with, your use of such products or services.
- Headway is not an agent of you, the contractor, our Partners or any Provider.
- Our Services are for informational purposes only, and do not account for your complete financial situation. Think carefully about your decision to take out a loan or otherwise obtain a new credit product. You are solely responsible for deciding which available Product(s) and terms, if any, best suit your needs.
- Please consult with a competent professional financial advisor before making any final decisions, especially if you are unfamiliar with consumer credit and/or inexperienced with personal financial management.
- Regardless of whether you qualify for, or get a Product with, a Provider through our Site, the Provider(s) may obtain and keep the information that you, we, or any third-parties have provided to them as part of your Inquiry or other use of the Site and Services.
Providers have their own credit application processes and will typically require additional information from you prior to providing a final offer of credit. If you meet their credit and other applicable standards at the time your application is submitted to them, the Provider(s) will contact you directly to discuss your application, the specific terms of your offer, and what, if any, additional data or documents they need from you.
While using any of our Services, you represent that all the information you have provided to us, whether through our Site or by any other means, is true and complete. When you create an account on the Headway site (“User Account”), submit an Inquiry, or otherwise use Services through Headway, the Site, or by any other methods, you acknowledge and agree that you have established a business relationship with us.
By clicking any button, checking any box or taking any other action on the Site indicating an acceptance of terms to, a continuance of processing for, or submission of an Inquiry, you acknowledge and agree to any and all terms and conditions related to that action, whether express or implied. These terms and conditions include, but are not limited to, the following (as outlined in more detail in the subsequent sections):
- Consent to Electronic Contracting and Communications
- Consent to Access Your Credit Profile
- Consent to Information Retention and Sharing Between Us and Providers
- Consent to Receiving Communications from Us and Providers
Consent to the Use of Electronic Transactions, Signatures and Communications.
By clicking any button, checking any box, or taking any other action on the Site indicating your consent to the use of electronic transactions, signatures, and communications, you agree to conduct transactions and execute contracts and documents electronically, and/or receive online or by email all notices, disclosures, and other important communications (collectively, “Communications”) that in any way relate to the Site or our Services.
Communications will either be posted on the Site, in your User Account, and/or sent to you by email, which may include attachments or embedded links. To update the email address we have on file for you, please email us at email@example.com.
To view, obtain, print, and save the Communications, you must have access to: (1) a personal computer capable of internet access and equipped with a widely-used, recent-generation web browser (for example, Internet Explorer, Chrome, Safari or Firefox); (2) a valid and functional email address; and (3) a printer capable of printing from your computer. You may also need a PDF file reader like Adobe® Acrobat Reader to view certain documents. If any of these technical and software requirements for accessing and receiving Communications change, we will notify you. Please save and print a copy of this Consent to confirm that you have the required hardware and software to conduct electronic transactions with us.
You may withdraw this Consent at any time by sending a notification of your withdrawal to firstname.lastname@example.org. If you withdraw this Consent at a later time, we will send any further Communications to you in paper form. We will not impose any fee in connection with any withdrawal of this Consent but our Communications with you will be slower and, in some cases, we may need to discontinue providing our Services to you. Any withdrawal of this Consent will be effective only after we have a reasonable period of time to process your withdrawal request and your withdrawal will not apply to Communications that were furnished before the date on which your withdrawal takes effect.
You may obtain a paper copy of any Communication by printing it from your computer or contacting us. If you would like a paper copy of any Communication, please email us at email@example.com. There will be no charge for a paper copy of any Communication we have sent you electronically. The request for a paper copy of a Communication will not by itself constitute a withdrawal of your Consent to receive Communications electronically. We reserve the right, but are not required, to send a paper copy of any Communication you authorize us to provide electronically.
Consent to Access Your Credit Profile.
By signing up for a User Account, or submitting an Inquiry on the Site, you understand that you are providing written instructions in accordance with the Fair Credit Reporting Act and other applicable law for Headway and its affiliates, its Partners and their Providers, and/or any other entities as necessary to provide the Services, to request and receive copies of consumer reports, scores, and other related information about you from third-party credit reporting bureaus, including, but not limited to, TransUnion, Experian, and Equifax. You also understand that you are allowing Headway and its affiliates to request and receive such information at any time for as long as you have an active User Account.
When requesting your information from credit bureaus, Headway and/or its Partners will perform a “soft pull” of your credit file, which means that your credit score will not be impacted. Providers may also perform a soft pull when you submit an Inquiry, or at a later time. Please note, however, that the Provider(s) may be required to do a “hard pull” of your credit profile that could impact your credit score. If you complete multiple applications with different Providers, there may be multiple hard pulls performed that could impact your score.
You agree that we may use and analyze your credit profile, credit score(s), and other credit information as we deem necessary to provide our Services. Such use may include, but is not limited to (a) providing you with an overview of your credit history and scores; (b) showing you customized product and service recommendations; and (c) serving you targeted ads and other communications based on your preferences and/or Information.
Consent to Information Retention and Sharing Between Us and Providers.
Headway adheres to state and federal regulatory requirements in addition to its own internal policies regarding data reporting and record retention, which applies to both the PII you submit to us, and possibly certain other Information you submit or that we may receive about you from third parties. In addition, as described above, we will share Information you submit to us with our Partners and their Providers in the course of providing our Inquiry or other Services to you. We may also be required to collect information about you, or about loans or other credit Products you have taken out, from Providers.
By using or continuing to use the Site and Services, you are providing express written consent for Headway, our Partners and the Provider you select to share your PII and other Information for purposes including, but not necessarily limited to, litigation, regulatory actions/investigations, law enforcement requests, internal analytics, and/or marketing. Such Information may include the disposition of your loan application, the amount of your loan, the interest rate, the APR, the duration, the fees charged, the delinquency status, if any, or other information.
Consent to Receiving Communications from Us and Providers.
By using the Services, you are granting an express invitation to Headway, our Partners and their Providers, to contact you by phone at the numbers you provided, whether landline or cellular, so we or they can assist you with your transactions. You hereby consent to any such calls even if your phone number is on any Do Not Call list. In addition, you acknowledge and agree that Headway, our Partners and their Providers to whom Inquiries are sent, or associated third parties may use an automatic dialing system in connection with calls made to any phone number you provide, including cellular phone numbers or other numbers or services for which the called person(s) could be charged a fee.
You also hereby consent to receive emails at the email address you provided, or at another email address that may be associated with you that we receive from Providers or other parties. You agree that any such emails will not be considered spam or unauthorized by any local, state, or federal law or regulation.
If you no longer wish to receive communications from Headway, please contact Customer Service by emailing customerservice@Headway.com. You agree to notify specific Providers directly if you no longer wish to receive communications from them.
Additional Terms for Inquiry Services
When you submit an Inquiry for a Product on the Site, we collect certain Information from you, which may include data such as your name, address, phone number, and social security number (SSN). We then submit your Information to our Partners who retrieve other Information about you (including your credit report and history) from certain data vendors, including one or more of the national credit bureaus. Finally, our Partners process (a) the Information you submitted, (b) Information from your credit profile, and (c) possibly Information from other sources, in order to determine which Providers in their Network are best-suited to make you a conditional offer for the Product you are interested in.
Any Information you provide to us IS NOT, AND WILL NOT BE TREATED AS, an application for credit, a request to be pre-approved or pre-qualified for credit, or any similar concept. Rather, it is an inquiry to receive conditional offers of credit from Providers in their Network.
Please also note the following important conditions of the Inquiry process:
- Headway does not guarantee that you will be approved for any particular loan or other Product, or that credit will be granted on any particular terms. You may not be approved for any offers.
- A Provider’s conditional offer of credit is not legally binding. It is often subject to additional application review, market conditions at the time of underwriting, and possibly other variables.
- Your credit request may be denied even after you have gotten a conditional offer, or the terms on which credit can be granted may change (for example, the maximum amount you can borrower may be lowered). Unless expressly stated in writing, nothing contained herein or on the Site will constitute an offer or promise for a loan commitment or interest rate lock-in agreement.
- In addition, the final rates and fees for the Product may be higher or lower than those shown in the conditional offer on our Site, depending on additional information the Provider may receive, including the Provider’s determination of your debt-to-income ratio, collateral value assessments (if applicable), or other factors.
- Product approval standards are established and maintained solely by the individual Providers. Accordingly, Headway does not guarantee that the terms or rates offered by the Providers are the best terms or lowest rates available in the market.
- Providers may not offer their products in all states and jurisdictions. If you reside in a state where a Provider does not offer credit, you will not be shown any offers from that Provider.
- Headway, our Partners and their Providers, expressly reserve the right to discontinue, suspend, or terminate the offering of any loan or other product in any state or other jurisdiction at any time, without prior notice.
By clicking any button on the Site indicating an acceptance of terms to, a continuance of processing for, or submission of an Inquiry, you acknowledge and agree that you are submitting an Inquiry for a credit Product through Headway and its Partners to each of the Providers in their Network.
Additional Terms for Other Headway Services
From time to time, Headway may advertise or otherwise market offers for other products and services on the Site. This may include display or email advertising for third-party personal finance or other products, additional options to submit Inquiries for conditional customized offers, and/or attempts to connect you with lenders or other third-party providers when you are declined for conditional offers of credit after submitting an initial Inquiry.
In addition to our product marketing services, we or our Partners may also use your credit profile, credit score, and other relevant information that we obtain from third parties or from you to organize, analyze, and report on that data for internal analytics and for your education and benefit. This may include providing you assessments of your outstanding debt balances, trends in those debt balances over time, how your credit score and credit profile compare to your peer group, aggregation of transactions across your financial accounts, or other similar information and features.
Please note that there is a wide variety of credit profile data sources and credit score types that typically do not align with one another, and therefore we do not guarantee that the information we present as part of our Services, including credit profile or credit score information, is the same information that will be used or reviewed by any third parties to assess your creditworthiness or eligibility for any particular product or service.
In addition, any estimates or analyses we provide are presented for illustrative and informational purposes only. Such estimates and analyses are based on certain assumptions we make, and will only take into account the limited data that we have available. Any estimates or analyses are neither endorsed nor commissioned by any of our Providers or marketing partners. The strategies, procedures, and methodologies we use to determine which product offers, estimates, analyses, or other information to present to you are confidential and proprietary, and we may consider, ignore, emphasize, or de-emphasize certain factors in our sole and absolute discretion.
Your Headway User Account
In the course of exploring our Site and using our Services, you may be presented with the option to sign up for a Headway User Account. Signing up for an Account is optional, but if you do not sign up, you may not be able to access certain parts of our Site and Services.
By signing up for a Headway User Account, you certify that:
- You are 18 years of age or older.
- You have a valid U.S. Social Security Number.
- Any information you provide to us at time of sign up, or at any later time, is and will be true, accurate, current and complete.
- You will keep all information in your User Account up to date.
- You are only registering a User Account for yourself.
- You will not sell, transfer, or assign your User Account to any third party.
- You will keep your password confidential, and will not allow anyone else to log in to your User Account. You are solely responsible for maintaining the confidentiality of your User Account and the associated information.
- You are solely responsible for any and all activities that occur under your User Account, including by any person who accesses the User Account with or without authorization.
- You will comply with applicable laws when using our Site and Services. You are not permitted to use our Services to obtain any consumer credit report, score, or other consumer credit information under false pretenses or in violation of the Fair Credit Reporting Act or applicable state or federal law.
- You will only use your User Account for personal, non-commercial purposes.
If at any time you believe that your User Account has been compromised and/or is no longer secure, please notify us immediately at firstname.lastname@example.org. You can also notify the Federal Trade Commission; the national credit reporting bureaus including TransUnion, Experian, and Equifax; and/or local law enforcement.
Links to Third-Party Websites or Applications
We may display third-party content or links to third-party websites or applications on the Headway site or in emails we send to you. Such content could include advertisements for third-party products and services, or applications that allow you to connect your Headway User Account with your social media, financial institution, and other third-party accounts. We do not operate, control, or endorse any such third-party content, products, services, systems, or applications (“Third-Party Features”) or the companies that provide them.
Please be advised that when you leave the Headway Site or Services and interact with any Third-Party Features, Headway is not responsible for the accuracy or reliability of the information or services provided therein. Your interactions with the companies providing such Third-Party Features are solely between you and those companies. We are not responsible or liable for any damages, losses, or other problems caused by or related to your use of any Third-Party Features.
We are also not responsible for any PII, NPII, or other Information that you share with third parties. You should read the applicable privacy policies and terms of service of those parties so that you understand their own information collection and sharing practices.
Monitoring of the Site and Services
Ownership and Infringement of Rights
Content Rights of Headway and Associated Third Parties
The Site contains copyrighted material, trademarks, and other proprietary information of Headway, our Partners and their Providers, our marketing partners, vendors, and other third parties (collectively, the “Associated Parties”) including, but not limited to, text, data, software, icons, graphics, charts, photos, videos, and music and sound (“Content”). In addition, the entire contents of the Site are copyrighted as a collective work under United States copyright laws. We own a copyright in the selection, coordination, arrangement and enhancement of such Content, as well as in the content original to it.
You are permitted to use our Content only when visiting our Site or using our Services, and you may not copy, modify, sell, reproduce, distribute, republish, display, post, exploit, create derivative or collective works from, or transmit in any form (including in-line linking or mirroring) our Content, in whole or in part, without our express prior written consent.
Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial or non-commercial exploitation of downloaded material will be permitted without express written permission from Headway and the copyright owner. Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means.
You also may not reverse engineer or reverse compile any of our Services or the technology used to operate our Services. Nothing in this Agreement or our Services grants you, by implication, estoppel, or otherwise, any license or right to use our Content except as expressly stated in the Agreement.
The Content may not be used to disparage Headway, its Associated Parties, or the applicable products and services of such parties, nor shall it be used in any manner that may damage any goodwill in the Content itself.
All contents of the Site are Copyright © 2017 Headway Sales Inc. and/or it’s Associated Parties; 2600 Capitol Ave, Suite 320 Sacramento CA 95816, U.S.A. All rights reserved. Headway is a registered trademark of Headway Sales Inc. Other product and company names mentioned herein, including the names of Associated Parties, may be the trademarks of their respective owners.
You may not use our Site or Services in any manner that infringes the rights of any third party. If you believe, in good faith, that any of our Content infringes your copyrights, you may send a notice of infringement under the federal Digital Millennium Copyright Act (“DMCA”) by email or regular mail to:
Attention: DMCA – Legal Department
Headway Sales Inc.
2600 Capitol Ave, Suite 320
Sacramento CA 95816
To find out more about what to include in the notice and about the procedures we will follow, click here to read the DMCA: https://www.gpo.gov/fdsys/pkg/USCODE-2015-title17/html/USCODE-2015-title17-chap5-sec512.htm
We reserve the right, in our sole discretion, to block or otherwise prohibit from using our Site and Services any person who repeatedly posts materials that infringer, or are alleged to infringe, the intellectual property rights of others.
Content you Contribute to the Site
We may provide opportunities for our Users to contribute content and interact with other customers on the Site. Such opportunities may include rating and review sections, message boards, and other similar features where you can create, submit, and publish certain kinds of content and material (“User Content”). You must abide by our User Content Rules when publishing, uploading, or submitting any such content.
You are solely responsible for the User Content that you publish, upload, or submit to our Site or via our Services. By publishing, uploading, or submitting User Content, you represent and warrant that:
- you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize us and other users to use for our benefit your User Content as necessary to exercise the licenses granted by you in this Agreement, in the manner contemplated by us, our Services, and this Agreement; and
- your User Content complies with our User Content Rules
User Content that you view on the Site or through our Services that may be inaccurate, offensive, indecent, or objectionable. Headway may, but is not obligated to, monitor, edit, re-format, alter, delete, remove, or otherwise control User Content for any reason, including to satisfy applicable law, enforce the Agreement (including our User Content Rules), or protect the rights, property, or safety of Headway, Headway users, or any third party, in each case without notice and in our sole and absolute discretion.
We do not endorse or represent, nor do we guarantee the completeness, accuracy, reliability, or usefulness of, any User Content. We disclaim all liability for User Content and you hereby waive any legal or equitable right or remedy you have against us with respect to User Content.
Disclaimers and Limitations of Liability
Headway intends for the information contained on the Site or otherwise provided through its Services to be accurate and reliable. However, errors may occur. Under no circumstances will Headway be held liable for any loss or damage caused by your reliance on information obtained through the Site or Services. It is your responsibility to evaluate the accuracy, completeness, and usefulness of any information, opinion, advice or other content available through the Site or Services. In addition, Headway is not responsible for any errors or delays in responding to an Inquiry or other communication that is caused by any technical or other problems beyond our reasonable control.
THE HEADWAY SITE AND THE INFORMATION, CONTENT, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED. HEADWAY, ON BEHALF OF ITSELF, ITS AFFILIATES, AND ITS ASSOCIATED PARTIES, DISCLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ANY INFORMATION, CONTENT, SOFTWARE, PRODUCTS OR SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
USE OF THE SITE, ANY CONTENT CONTAINED THEREIN, AND HEADWAY SERVICES IS AT YOUR OWN DISCRETION AND RISK. HEADWAY AND ITS AFFILIATES AND ASSOCIATED PARTIES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OR THE INABILITY TO USE, THE SITE OR HEADWAY SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY INFORMATION, CONTENT, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, RELIANCE BY YOU ON ANY INFORMATION OBTAINED AT THE SITE OR THAT RESULTS FROM DEFECTS, MISTAKES, INTERRUPTIONS, DELETION OF INFORMATION, ERRORS, OMISSIONS, VIRUSES, WORMS, TROJAN HORSES, BACK DOORS OR OTHER CODE OR PROGRAMMING THAT IS MALICIOUS, DESTRUCTIVE OR INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO HEADWAY RECORDS, PROGRAMS OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HEADWAY AND/OR ITS SUPPLIERS, PROVIDERS OR COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OUR SITE, CONTENT, OR SERVICES WILL CREATE ANY WARRANTY REGARDING HEADWAY OR ANY OF OUR SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO OUR SITE AND SERVICES, YOUR INTERACTIONS WITH ANY OTHER HEADWAY USER OR OTHER THIRD PARTY, AND YOUR USE OF CONTENT MADE AVAILABLE THROUGH OUR SITE OR SERVICES. YOU ARE ALSO SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH OUR SERVICES), OR THE LOSS OF DATA THAT MAY RESULT FROM THE USE OF OUR SITE OR SERVICES OR THE USE OF ANY CONTENT MADE AVAILABLE THROUGH OUR SITE OR SERVICES.
YOU ACKNOWLEDGE THAT HEADWAY IS SOLELY AN INTERMEDIARY (A) BETWEEN YOU AND ANY CREDIT BUREAU OR OTHER INFORMATION PROVIDERS SUPPLYING YOUR CREDIT PROFILE, CREDIT SCORES, AND OTHER INFORMATION; AND (B) BETWEEN YOU AND OUR PROVIDERS AND OTHER MARKETING PARTNERS WHOSE OFFERS WE PRESENT. HEADWAY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ERRORS OR OMISSIONS IN OUR CONTENT OR OUR SERVICES, INCLUDING THE INACCURACY OR INCOMPLETENESS OF ANY SUCH CREDIT OR OTHER INFORMATION, TOOLS MADE AVAILABLE, OR ANALYSES PRESENTED THROUGH OUR SITE OR SERVICES.
NOTWITHSTANDING THE FOREGOING, NOTHING HEREIN SHALL AFFECT WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “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”.
As a condition of use of the Site and/or Headway services, you agree to defend, indemnify, and hold harmless Headway and its Associated Parties from and against any and all liabilities, claims, expenses (including attorneys’ fees), demands, and damages arising out of or in any way related to (a) your use of our Site or Services; (b) your violation or alleged violation of this Agreement or any applicable law; (c) your infringement or alleged infringement of any intellectual property or other right of any other person or entity; or (d) any dispute between you and a third party, including any provider of Content. You must not settle any such claim or matter without the prior written consent of Headway. Headway and its Associated Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.
You and we each agree to resolve exclusively through final and binding arbitration any and all disputes or claims that have arisen or may arise between you and us (including any affiliates, officers, directors, employees, and agents), whether or not such dispute or claim involves a third party, relating in any way to any aspect of our relationship or any contact between us, direct or indirect, or arising out of this or previous versions of this Agreement, your use of or access to our Site or Services, or any products or services sold, offered, or purchased through our Site or Services (“Dispute”).
You and we agree to submit the Dispute to a single arbitrator under the then-current Commercial Arbitration Rules of the American Arbitration Association (AAA), including when applicable the Optional Rules for Emergency Measures of Protection and the Consumer Arbitration Rules, or, by separate mutual agreement, at another arbitration institution. The AAA’s rules, information regarding initiating a claim, and a description of the arbitration process are available at www.adr.org. The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA rules. As an alternative, you or we may bring a claim in your local “small claims” court, if permitted by that small claims court’s rules.
The Federal Arbitration Act governs the interpretation and enforcement of this section regarding our agreement to arbitrate any Dispute (“Agreement to Arbitrate”), and the arbitrability of the Dispute. The arbitrator will decide whether the Dispute can be arbitrated.
You and we agree that each of us may bring a Dispute against the other only on our own behalf, and not on behalf of a government official or other person or entity, or a class of persons or entities. You and we agree, if we are a party to the proceeding, not to participate in a class action, a class-wide arbitration, a claim brought in a private attorney general or representative capacity, or a consolidated claim involving another person’s use of the site or our services. You and we agree not to combine a claim that is subject to arbitration under this Agreement with a claim that is not eligible for arbitration under this Agreement. You and we agree to waive the right to a trial by jury for all disputes.
This Agreement to Arbitrate will survive the termination of your relationship with us.
Unless you and we agree otherwise, if the Agreement to Arbitrate is found by a court to be unenforceable, if your claim is not covered by the Agreement to Arbitrate, or if you neither are a resident of nor have a principal place of business in the US or Canada, you agree that any Dispute that has arisen, or may arise, between you and us must be resolved exclusively by a state or federal court located in Sacramento, California. You and we agree to submit to the personal jurisdiction of the courts located within Sacramento, California for the purpose of litigating all such claims or disputes.
Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make a change to this Agreement to Arbitrate (other than a change to the notice address or the site link provided herein) in the future, that change shall not apply to a claim that was filed in a legal proceeding between you and us prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen, or may arise, between you and us. We will notify you of a change to this Agreement to Arbitrate by posting the amended terms on our Site at least 30 days before the effective date of the change.
Unless you and Headway agree otherwise, if the agreement to arbitrate is found by a court to be unenforceable, if your claim is not covered by the agreement to arbitrate, or if you neither are a resident of nor have a principal place of business in the United States or Canada, you agree that any dispute that has arisen, or may arise, between you and us must be resolved exclusively by a state or federal court located in Sacramento, California. You and we agree to submit to the personal jurisdiction of the courts located within Sacramento, California for the purpose of litigating all such claims or disputes. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys’ fees. You and Headway both agree that, despite the foregoing, nothing in this Agreement will limit the right of either of us to bring an individual action in a local small claims court.
If (a) you submit a claim notice in an arbitration proceeding on your own behalf (and not on behalf of any other party) and comply with all of the requirements (including timing and confidentiality requirements stated above); (b) we refuse to provide you with the money damages you request; and (c) the arbitrator issues you an award that is greater than the latest money damages you requested at least ten days before the date the arbitrator was selected, then we will pay you the amount of the award or $7,500, whichever is greater, in addition to the attorneys’ fees and expenses (including expert witness fees and costs) to which you are otherwise entitled. We encourage you to address all claims you have in a single claim notice and/or a single arbitration. Accordingly, this $7,500 minimum award is a single award that applies to all claims you have asserted or could have asserted in the arbitration, and multiple awards of $7,500 are not contemplated.
This Agreement hereby incorporates by reference any other provisions applicable to use of the Site and Services, including, but not limited to, any supplemental terms governing the use of certain specific material contained in the Site or through the Services, and any operating rules for the Site established by Headway.
This Agreement shall be subject to and construed in accordance with the laws of the State of California, excluding conflict of laws provisions.
If any provision of this Agreement is deemed to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in full force and effect. Nothing in the Agreement shall affect any non-waivable statutory rights or remedies that apply to you.
Our failure to enforce any of our rights or act with respect to a breach of by you or others of the Agreement does not constitute a waiver of any rights and will not limit our rights with respect to that breach or any subsequent breaches. No waiver by Headway of any of the provisions in the Agreement will be of any force or effect unless made in writing and signed by a duly authorized officer of the Company.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.
We may assign this Agreement to any party at any time without notice to you. You may not assign your rights under the Agreement, by operation of law or otherwise, without our consent.
The section titles contained in this Agreement are inserted only for convenience and have no legal or contractual effect. The Agreement will not be construed against Headway because we drafted it.
PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.