Terms and Conditions

Last updated September 9, 2022

This Site Terms and Conditions of Service Agreement (“Terms”) governs your use of heyfans.io platform offered by Rainy Day Ventures Inc. (“we”, “us”, or “HeyFans”), including our website, mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”).  “You” refers to you as a user of heyfans.io (“Site”).

 

These Terms apply to users of, including visitors to, our Site.  Use of our Site is also subject to our current Acceptable Use Policy and Community Guidelines.

 

ACKNOWLEDGMENT

 

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company.  These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

 

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions.  These Terms and Conditions apply to all visitors, users and others who access or use the Service. 

 

By accessing or using the Service You agree to be bound by these Terms and Conditions.  If You disagree with any part of these Terms and Conditions then You may not access the Service.

 

If you are under the age of 18, you must have a parent or guardian sign up on the Site on the minor’s behalf.

 

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company.  Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and talk about Your privacy rights and how the law protects You.  Please read Our Privacy Policy carefully before using Our Service.

 

 

ADDITIONAL ACKNOWLEDGMENT

 

You acknowledge and agree that:

 

  1. HeyFans will not be liable or responsible for any HeyFans Video or other offering requested by you or any Submission (defined below) you make:
  2. You have no expectation of privacy with respect to any HeyFans Video requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party;
  3. The HeyFans watermark on each HeyFans Video must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any HeyFans Video or assist or encourage any third party to do so; you further agree not to edit, change, modify or create any derivative work of a HeyFans Video or assist or encourage any third party to do so;
  4. If you breach any provision of these Terms, we terminate you access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any HeyFans Video, or other offering under these Terms, terminates and you must: promptly remove all copies of any HeyFans Video, or other offering, in your possession or control, including from any social media platform, notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and
  5. Without limiting any of our rights, any request you submit through our Site may be rejected by us or by an Athlete; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in HeyFans’ sole discretion, including terminating your license to use Hey Fans or other offering under these Terms and requiring you to take the actions outlined in section 4 above.

 

USER ACCOUNTS

 

  1. When You create an account with Us. You must provide Us information that is accurate, complete, and current at all times.  Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
  2. You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.
  3. You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.
  4. You may not use a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than Your appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

 

OWNERSHIP

 

  1. You acknowledge and agree that each HeyFans Video or other offering from an Athlete is owned by the Athlete who created it.
  2. We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “HeyFans Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, HeyFans Content, and Marks are each protected under U.S. laws.  You may not duplicate, copy, sell, resell, commercialize, or reuse any portion of the HeyFans content, Marks, HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.
  3. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited universal, sublicense (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invent or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptions, compilations, excerpts, or modifications) of the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, audio, or otherwise) that you make or send to any Athlete, including information concerning any Recipient; and (ii) any submission that you make to HeyFans, whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, customer service request, Feedback (defined below), review, photo, video, email, text, audio, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights.  You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed.  HeyFans will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
  4. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate our access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms. 
  5. HeyFans desires to avoid the possibility of future misunderstandings if a project developed by any HeyFans user may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that HeyFans has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to HeyFans a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback
  6. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any, “droit moral,” or other rights in Submission, including Feedback.

 

HEYFANS VIDEOS

 

  1. Through HeyFans, you may obtain personalized videos (“HeyFans Videos”) from athletes. You may submit a request to an athlete for a HeyFans Video that is personalize dor you or a third party that you identify as a recipient (“Recipient”).
  2. You acknowledge and agree that the athlete has sole discretion to determine how to fulfill your request and the content of the HeyFans Video created, and may not follow your request exactly. We reserve the right to reject any request in our sole discretion.  The athlete has up to seven days (at our sole discretion) to fulfill or decline your request.  Once your request if fulfilled, your payment method will be charge the amount specified on the athlete’s booking page on our Site at the time you submitted the request.
  3. HeyFans Videos are licensed, not sold. You are buying the right (or license) to use it, not the actual HeyFans Video itself.
  4. Subject to your payment in full, the athlete hereby grants to you the following limited rights to use the HeyFans Video solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms; a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that HeyFans Video, in any and all media (e.g., social media platforms such as Twitter, Facebook, etc.), whether known or hereafter invented or devised.
  5. You may not sell, resell, commercialize, or encumber your rights in any HeyFans Offering, including creating a non-fungible token (“NFT”) from any HeyFans Offering except as agreed by HeyFans in writing. You may sublicense your rights in a HeyFans Video only to the extent necessary for you to use the HeyFans Video as permitted under these Terms for non-commercial and non-promotional purposes set forth above.
  6. You may use a HeyFans Video only in accordance with these Terms. We may terminate all or part of the foregoing licenses at any time for any reason.  We reserve the right to remove a HeyFans Video from our Site at any time for any reason without any notice to you. 

 

SUBMISSIONS

 

  1. Any materials or content you submit in connection with booking an Athlete through HeyFans is a “Submission” under the Site’s Terms and Conditions.
  2. You are responsible for your Submission. Each Submission is subject to HeyFan’s review and may not, among other things:
    1. a.     Provide any false, deceptive, or misleading information, including as to your identiy, the identity of any Recipient, and the identity of anyone mentioned in your Submission;
    2. b.     Attempt to deceive, mislead, or induce the Athlete into making any false, misleading, defamatory, or untrue statements;
    3. c.     Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
    4. d.     Violate, infringe or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or
    5. e.     Communicate anything that is, or that incites or encourages action that is, explicitly or implicitly illegal, abusive, harassing, intimidating, threatening, violent, hateful, racist, disparaging, defamatory, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity).

 

TERMS AND USES

 

  1. Licenses and third-party content
    1. a.     We are giving you a “limited license” to the Site. This means you may access our Site or Site services.  You’re free to have this access (or limited license) as long as you follow these terms of use and all of our other Terms of Service as they apply to you.  We’ll do our best to make sure our Site or Site Services are safe and working as they should, but we can’t guarantee you’ll have access continuously.  In fact, we might even stop providing certain features or the services completely, and don’t have to give notice if we do.
    2. b.     We can stop letting you use the Site or the Site Services. We can take away your right to use our Site or Site Services at any time. If you violate our Terms of Use or other parts of our Terms of Service, we can take away your access to HeyFans.  Officially, this is called terminating your license, and if it happens, we’ll tell you and you must stop using our Site or Site Services immediately.
    3. c.     Users have the right to share your content
      1. 1) Indemnification. Users are responsible for what they post.  You’re responsible for how you sue our Site or Site Services and anything you post on it.  If someone makes a claim against us for our legal fees and expenses, you agree to compensate us for our legal fees and expenses.  When you post content on (or through) our Site or Site Services or give HeyFans content for posting, you agree that you’re completely responsible for that content and HeyFans is not. 
      2. 2) You also agree to only post or give us content that: (a) you have the right to post, (b) is legal and (c) doesn’t violate anyone’s rights, including intellectual property rights.
      3. 3) You acknowledge and agree that whoever posts content is responsible for any harm caused to anyone by that content – not HeyFans – and that you’ll compensate and defend us, our partners, employees and representatives against any costs or legal or government action we have because of your content.
    4. d.     By posting content on the Site, you give other people some rights to that content. Whenever you post content on the Sites, you give us an irrevocable and non-exclusive worldwide license to use, edit and share that content – across the world and without paying royalties.  If your name, voice and/or image appear in content you post, we also might use those on the site or in our day-to-day business.

    We might show advertisements near your content and information, without compensating you.  Depending on choices you make in your profile, we might also include your name or photo when promoting one of our features.

  2. What you’re not allowed to do on HeyFans
    1. a.     Posting unacceptable content. You are not allowed to offer, share, support or try to find anything that:
      • 1) Is illegal or defamatory;
      • 2) Is violent, discriminatory or harassing, either generally or towards a specific person or group (or encourages others to be), including anyone who is part of a legally protected group;
      • 3) Is sexually explicit or related to sex work or escort services;
      • 4) Is in any way related to child exploitation;
      • 5) Would infringe on any intellectual property rights, including copyrights or trademarks;
      • 6) Would violate our Terms and Conditions of Service, another web site’s terms of service, or any similar contract;
      • 7) Involves sharing misleading content which is intended to deceive others.
    2. b.     Acting in a misleading or fraudulent way. You can’t misrepresent yourself, your experience, skills or professional qualifications, or that of others.  This includes:
      • 1) Lying about your experience, skills or professional qualifications, passing off any part or someone else’s profile or identity as your own;
      • 2) Using a profile picture that isn’t you, misrepresents your identity or is someone else;
      • 3) Impersonating or falsely attributing statements to any person or entity;
      • 4) Falsely claiming or implying you’re connected to a person or organization.

 

TECHNOLOGY

 

  1. You can’t interfere with HeyFans’ technology or tamper with our Site or Site Services or service. That means you can’t:
    1. a) Bypass any security features we’ve put in place to restrict how you use the site – you’re not allowed to try and get around restrictions on copying content;
    2. b) Interfere with or compromise our systems, sever security, or transmissions;
    3. c) Use a robot, spider, scraper, or similar mechanisms on our Site or Site Services without written permission;
    4. d) Copy, distribute, or otherwise use any information you found on HeyFans, if whether directly or through third parties, without our consent (no scraping allowed);
    5. e) Collect or use identifiable information, including account names;
    6. f) Overwhelm the Site with any unreasonable or large amount of information;
    7. g) Introduce any malware or any other code or viruses that could harm us, our customers, or our Site or Site Services;
    8. h) Access our Ste or Site Services through any technology other than our interface;
    9. i) Frame or link to the services without our written permission;
    10. j) Use our Site or Site Services to build a similar service, identify or poach our users or publish any performance or benchmark analysis relating to the site;
    11. k) Reverse engineer, decipher, modify, or take source code from our Site or Site Services that is not open source without our written permission.

 

 

ORDER CANCELLATION

 

  1. HeyFans reserves the right to refuse or cancel Your Submission at any time for certain reasons. We reserve the right to refuse or cancel Your Order if fraud or an unauthorized or illegal transaction is suspected.

 

 

PAYMENTS

 

  1. Payment can be made through various methods available, such as Visa, Mastercard, American Express cards or online payment methods (e.g., PayPal)
  2. Payment cards (credit cards or debit cards) are subject to validation checks and authorization by Your card issuer. If we do not receive the required authorization, We will not be liable for any delay or non-delivery of Your Submission.
  3. ALL TRANSACTIONS ARE FINAL once payment is made. You cannot return or exchange a HeyFans Item purchased on the Site once completed by the athlete and payment has been made. 

 

INDEMNIFICATION

 

  1. You agree to indemnify, defend, and hold harmless HeyFans and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, a “HeyFans Party,” and collectively, “HeyFans Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) these Terms; or (b) use of our Site. HeyFans may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

 

DISCLAIMERS AND LIMITATIONS ON OUR LIABILITY

 

  1. You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the HeyFans Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
  2. In particular, the HeyFans Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third-party website linked to or integrated with our Site. You acknowledge and agree that the HeyFans Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content;(ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or other user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
  3. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any HeyFans Video, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a HeyFans Video, will create any warranty not expressly made by us.
  4. You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that HeyFans is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any HeyFans Party with respect thereto.
  5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any HeyFans Party will be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not HeyFans has been advised of the possibility of such damages.
  6. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by HeyFans from you during the 12 months preceding the claim giving rise to such liability.
  7. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
  8. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between HeyFans and you.

 

ARBITRATION AGREEMENT AND WAIVER OF CERTAIN RIGHTS

 

  1. You and HeyFans agree to resolve any disputes between you and HeyFans through binding and final arbitration instead of through court proceedings.  You and HeyFans each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and HeyFans relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”).  Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”).  The arbitration will be heard and determined by a single arbitrator.  The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction.  The parties agree that the arbitration will be kept confidential and that existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submission, and awards will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
  2. Costs and Fees: If you demonstrate that the costs of arbitration will be prohibited as compared to the costs of litigation, HeyFans will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration and compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
  3. No Preclusion: This arbitration agreement does not preclude you or HeyFans from seeking action by federal, state, or local government agencies.  You and HeyFans each also have the right to bring any qualifying Claim in small claims court.  In addition, you and HeyFans each retain the right to apply for any court of competent jurisdiction for provisional relief including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
  4. No Class Representative or Private Attorney General: You and HeyFans each agree that with respect to any Claim, neither may:  (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants.  You agree that no Claim may be arbitrated on a class or representative basis.  The arbitrator can decide only individual Claims (whether brought by you or HeyFans).  The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
  5. Severability/No Waiver/Survival: If any provision of this Section is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement.  Such a waiver will not waive or affect any other provision of these Terms.  This Section will survive the termination of your relationship with HeyFans.
  6. LIMITATIONS: This Section limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in the AAA rules, and the right to certain remedies and forms of relief.  In addition, other rights that you or HeyFans would have in court may not be available in arbitration.

 

OTHER PROVISIONS

 

  1. Force Majeure: Under no circumstances will any HeyFans Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.) epidemics, pandemics, natural disasters, unavoidable accidents, internet and communication service interruptions, laws, rules, regulations or oders of governmental authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any HeyFans Party.
  2. Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any conflict of laws rules or provisions.  You agree that any action of whatever nature arising from or relating to these Terms of our Site will be filed only in the state or federal courts located in Seattle, Washington.  You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
  3. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
  4. No Waiver or Amendment: The failure by HeyFans to enforce any right or provision of these Terms will not prevent HeyFans from enforcing such right or provision in the future and will not be deemed to modify these Terms.
  5. Assignment: HeyFans may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, or other transaction, or by operation of law.
  6. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.”  Titles are for convenience only and will not be considered when interpreting these Terms.

CHANGES TO THESE TERMS

 

  1. We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms.  The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.