Terms of Service

IMPORTANT NOTICE: PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 19) THAT AFFECT YOUR LEGAL RIGHTS. BY USING THE SERVICES, YOU AGREE TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION AND WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.

These Terms of Service ("Terms") constitute a legally binding agreement between you and Nodifire, Inc., a Michigan corporation doing business as Hey Nghbr™ ("Nodifire," "Hey Nghbr™," "Company," "we," "us," or "our"), governing your access to and use of all products, services, websites, mobile applications, features, and content operated by Nodifire, including the Hey Nghbr™ platform located at heynghbr.app and any related domains (collectively, the "Services").

BY ACCESSING OR USING THE SERVICES, CREATING AN ACCOUNT, OR CLICKING "I AGREE," YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY (AVAILABLE AT HEYNGHBR.APP/PRIVACY). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

1. ABOUT NODIFIRE AND HEY NGHBR

Nodifire, Inc. operates community-driven discovery and engagement platforms, including Hey Nghbr™, designed to facilitate connections between consumers and local businesses, places, and experiences through curated recommendations and user-generated content. Hey Nghbr™ enables "Users" to discover local establishments, "Businesses" to create listings and reach potential customers, and "Curators" to create and share local experience guides. These Terms apply to all Nodifire products and services, whether currently existing or developed in the future.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Age Requirements

You must be at least eighteen (18) years old and have the legal capacity to enter into binding contracts to use the Services. By using the Services, you represent and warrant that you meet these requirements. The Services are not directed to individuals under eighteen (18) years of age, and we do not knowingly collect personal information from minors.

2.2 Account Creation

To access certain features, you must create an account. When registering, you agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update your information; (c) maintain the security and confidentiality of your login credentials; (d) accept responsibility for all activities under your account; and (e) immediately notify us of any unauthorized use of your account at security@heynghbr.app.

2.3 Account Types

The Services offer different account types including: (a) Consumer Accounts for discovering local businesses and experiences; (b) Business Accounts for business owners and their authorized representatives; and (c) Curator Accounts for individuals creating local experience guides. Additional terms may apply to specific account types as set forth herein or in supplemental agreements.

3. USER REPRESENTATIONS AND WARRANTIES

By using the Services, you represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you have the legal capacity and authority to enter into these Terms; (d) your use of the Services does not violate any applicable law, regulation, or obligation to a third party; (e) you are not located in, under the control of, or a national or resident of any country subject to United States embargo; (f) you have not previously been suspended or removed from the Services; and (g) you will not access the Services through automated or non-human means (except as expressly authorized).

4. COMMUNITY STANDARDS AND PROHIBITED CONDUCT

4.1 Community Standards

The Services are designed to foster authentic, helpful, and respectful community interactions. All users are expected to engage in good faith and treat others with respect.

4.2 Prohibited Conduct

You agree NOT to engage in any of the following prohibited activities:

(a) Deceptive Practices: Impersonating any person or entity; misrepresenting your affiliation with a person or entity; creating fake accounts or identities; posting false, misleading, or deceptive content; or providing inaccurate business information.

(b) Harmful Content: Posting content that is defamatory, obscene, threatening, harassing, discriminatory, promotes violence, or is otherwise objectionable; content that exploits minors; or content that infringes third-party intellectual property rights.

(c) Spam and Manipulation: Sending unsolicited communications; manipulating ratings, reviews, or rankings through fake accounts, paid reviews, or other deceptive means; or engaging in any activity that artificially inflates engagement metrics.

(d) Privacy Violations: Collecting, harvesting, or storing personal information about other users without their consent; disclosing private information of third parties; or using the Services to facilitate doxxing or stalking.

(e) Technical Interference: Attempting to probe, scan, or test system vulnerabilities; circumventing security measures; using automated scripts, bots, or crawlers without authorization; interfering with or disrupting the Services; or introducing malware, viruses, or other harmful code.

(f) Commercial Misuse: Using the Services for any unauthorized commercial purpose; soliciting users for competing services; or reselling access to the Services without authorization.

(g) Legal Violations: Violating any applicable local, state, national, or international law or regulation; facilitating illegal activities; or using the Services for money laundering, terrorist financing, or other financial crimes.

4.3 Enforcement

We reserve the right, but have no obligation, to monitor the Services for violations. We may, in our sole discretion and without prior notice: (a) remove or disable access to any content; (b) suspend or terminate accounts; (c) report violations to law enforcement; and (d) take any other action we deem necessary to protect the Services, our users, or third parties.

5. USER CONTENT

5.1 Ownership

You retain ownership of all content you submit, post, or display through the Services ("User Content"), including but not limited to reviews, recommendations, photographs, text, and local experience guides.

5.2 License Grant

By submitting User Content, you grant Nodifire a worldwide, non-exclusive, royalty-free, sublicensable, transferable, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Content in any media format and through any media channels, whether now known or hereafter developed, for the purposes of operating, developing, providing, promoting, and improving the Services, and developing new products and services. This license includes the right to use your name, likeness, and voice in connection with User Content you submit.

5.3 User Content Representations

You represent and warrant that: (a) you own or have the necessary rights to submit the User Content and grant the licenses herein; (b) the User Content is accurate and not misleading; (c) the User Content does not violate these Terms, applicable law, or any third party's rights; and (d) the User Content does not contain any confidential or proprietary information of third parties.

5.4 Content Removal and License Survival

You may delete your User Content or account at any time. Upon deletion, we will make commercially reasonable efforts to remove your content from public display on the Services within a reasonable time. However, you acknowledge that: (a) cached or archived copies may persist; (b) content shared with third parties may remain accessible; (c) the licenses granted survive to the extent reasonably necessary for platform operation, legal compliance, backup and disaster recovery, dispute resolution, and enforcement of these Terms; and (d) we may retain anonymized or aggregated data derived from your User Content indefinitely.

6. BUSINESS ACCOUNTS AND SUBSCRIPTIONS

6.1 Business Account Terms

If you register for a Business Account, you represent and warrant that: (a) you are an authorized representative of the business; (b) you have the authority to bind the business to these Terms; (c) all business information you provide is accurate; and (d) you will maintain accurate business hours, contact information, and other listing details.

6.2 Subscription Terms

Business subscriptions are offered at the rates displayed at the time of purchase. Unless otherwise specified: (a) subscriptions automatically renew for successive periods of the same duration at the then-current rate; (b) you authorize us to charge your designated payment method for recurring fees; (c) you may cancel your subscription at any time through your account settings, with cancellation effective at the end of the current billing period; and (d) no refunds are provided for partial billing periods unless required by applicable law.

6.3 Price Changes

We may change subscription prices at any time. Price changes will take effect at the start of the next subscription period following notice to you. Your continued use of paid Services after a price change constitutes acceptance of the new price.

7. CURATOR PROGRAM

7.1 Curator Eligibility

The Curator program allows eligible users to create and monetize local experience guides. Participation is subject to approval and compliance with program guidelines. We reserve the right to accept or reject curator applications in our sole discretion.

7.2 Revenue Sharing

Eligible Curators may receive a share of revenue generated through their content as specified in the Curator Agreement. Revenue sharing is subject to: (a) meeting minimum payout thresholds; (b) compliance with all program requirements; (c) valid payment information; and (d) verification of identity and tax information. Revenue sharing terms may be modified upon thirty (30) days' notice.

7.3 Curator Responsibilities

Curators must: (a) create original, authentic content reflecting genuine experiences; (b) disclose any material relationships with featured businesses; (c) comply with FTC guidelines regarding endorsements and testimonials; (d) accurately represent the locations, businesses, and experiences featured; and (e) maintain content accuracy and update or remove outdated information.

8. PAYMENT TERMS

8.1 Payment Processing

Payments are processed through third-party payment processors (currently Stripe, Inc.). By providing payment information, you agree to the payment processor's terms of service. You authorize us and our payment processors to charge your designated payment method for all fees incurred.

8.2 Billing

You agree to: (a) provide current, complete, and accurate billing information; (b) promptly update payment information as needed; (c) pay all charges at the prices in effect when incurred; and (d) pay any applicable taxes. Failed payments may result in suspension or termination of Services.

8.3 Refund Policy

Except as required by applicable law, all payments are non-refundable. We do not provide refunds or credits for partial subscription periods, unused features, or account termination due to Terms violations.

9. INTELLECTUAL PROPERTY

9.1 Nodifire Intellectual Property

The Services and all content, features, and functionality thereof, including but not limited to text, graphics, logos, icons, images, audio, video, software, databases, and the selection and arrangement thereof ("Nodifire Content"), are owned by Nodifire, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. The Nodifire name, Hey Nghbr™ name, and all related logos are trademarks of Nodifire.

9.2 Limited License

Subject to your compliance with these Terms, Nodifire grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use. This license does not include any right to: (a) resell or commercially use the Services or Nodifire Content; (b) collect or use any product listings, descriptions, or prices; (c) make derivative use of the Services or Nodifire Content; (d) download or copy account information; or (e) use data mining, robots, or similar data gathering tools.

9.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Services ("Feedback"), you assign to Nodifire all rights in such Feedback and agree that Nodifire may use, implement, and exploit any Feedback without restriction, attribution, or compensation to you.

10. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE

10.1 DMCA Notice

We respect intellectual property rights and comply with the Digital Millennium Copyright Act (DMCA). If you believe that content on the Services infringes your copyright, please submit a written notice to our designated Copyright Agent containing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and its location; (d) your contact information; (e) a statement that you have a good faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and you are authorized to act on behalf of the copyright owner.

10.2 Copyright Agent

Our designated Copyright Agent for DMCA notices is: Nodifire, Inc., Attn: Copyright Agent, Email: copyright@heynghbr.app. Notices delivered to any other address or by any other means may not be effective.

10.3 Counter-Notification

If you believe content was wrongfully removed, you may submit a counter-notification containing: (a) your signature; (b) identification of the removed material and its former location; (c) a statement under penalty of perjury that removal was due to mistake or misidentification; (d) your contact information; and (e) consent to jurisdiction in federal court and acceptance of service from the complaining party.

10.4 Repeat Infringer Policy

We maintain a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers of intellectual property rights.

11. DISCLAIMERS AND ACCURACY

11.1 No Endorsement

User Content and business listings reflect individual opinions and experiences. Nodifire does not endorse, verify, or guarantee the accuracy, completeness, reliability, or quality of any User Content, business information, or third-party content accessible through the Services. Your reliance on any such content is at your own risk.

11.2 Business Information

Nodifire does not guarantee the accuracy of business hours, contact information, pricing, availability, or any other business listing information. Businesses are solely responsible for maintaining accurate information. We are not responsible for any loss or damage resulting from inaccurate business information.

11.3 Real-World Activities

When visiting locations discovered through the Services, you are solely responsible for: (a) verifying information independently; (b) complying with all applicable laws; (c) obtaining any necessary permissions; (d) exercising appropriate judgment and caution; and (e) assuming all risks associated with your activities. Nodifire is not liable for any injury, loss, or damage arising from your offline activities.

12. THIRD-PARTY SERVICES AND LINKS

The Services may contain links to third-party websites, services, or content not owned or controlled by Nodifire. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party services. You acknowledge and agree that Nodifire is not responsible or liable for any damage or loss caused by your use of or reliance on any third-party content, goods, or services.

13. MODIFICATIONS TO SERVICES

We reserve the right to modify, suspend, or discontinue the Services (or any part thereof) at any time, with or without notice. This includes the right to modify pricing, features, specifications, and system requirements. We are not liable to you or any third party for any modification, suspension, or discontinuance of the Services.

14. TERMINATION

14.1 Termination by You

You may terminate your account at any time by following the instructions within the Services or by contacting us at support@heynghbr.app. Termination does not relieve you of obligations incurred prior to termination.

14.2 Termination by Nodifire

We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination: (a) your right to use the Services immediately ceases; (b) we may delete your account and content; and (c) we are not obligated to provide refunds for any prepaid fees.

14.3 Survival

The following provisions survive termination: Sections 5 (User Content licenses), 9 (Intellectual Property), 10 (DMCA), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), 19 (Dispute Resolution and Arbitration), 20 (Governing Law), and any other provisions that by their nature should survive.

15. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, NODIFIRE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NODIFIRE DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (D) ANY ERRORS WILL BE CORRECTED; OR (E) THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

16. LIMITATION OF LIABILITY

16.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NODIFIRE, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER NODIFIRE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NODIFIRE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100.00 USD); OR (B) THE TOTAL AMOUNT PAID BY YOU TO NODIFIRE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.3 Basis of the Bargain

THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NODIFIRE AND YOU. NODIFIRE WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT SUCH LIMITATIONS.

17. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Nodifire, its affiliates, and their respective directors, officers, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any third party's rights; (e) your violation of any applicable law or regulation; or (f) any information you provide to Nodifire. We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

18. ELECTRONIC COMMUNICATIONS

By using the Services, you consent to receiving electronic communications from us, including emails, text messages (if you opt in), push notifications, and notices posted on the Services. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. You may opt out of promotional communications at any time, but you may not opt out of transactional or administrative communications related to your account.

19. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

19.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact us at legal@heynghbr.app to attempt informal resolution. You must include: (a) your name and contact information; (b) a description of the dispute; and (c) the specific relief sought. We will attempt to resolve the dispute informally within sixty (60) days. If the dispute is not resolved within sixty (60) days, either party may proceed to arbitration.

19.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved through informal resolution shall be resolved exclusively by binding individual arbitration, rather than in court, except that: (a) either party may seek injunctive relief in a court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights; and (b) claims within the jurisdiction of a small claims court may be brought in such court.

19.3 Arbitration Rules

Arbitration shall be conducted by a single arbitrator under the American Arbitration Association ("AAA") Consumer Arbitration Rules then in effect. The arbitration shall take place in Washtenaw County, Michigan, or at another mutually agreed location, or via videoconference if agreed by the parties. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

19.4 Class Action Waiver

YOU AND NODIFIRE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this class action waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

19.5 Arbitration Costs

Payment of all filing, administration, and arbitrator fees will be governed by AAA rules. If you demonstrate that arbitration costs would be prohibitive compared to litigation costs, Nodifire will pay as much of the filing and hearing fees as the arbitrator deems necessary. Each party shall bear its own attorneys' fees unless the arbitrator determines that a claim was frivolous.

19.6 Opt-Out Right

You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to legal@heynghbr.app within thirty (30) days of first accepting these Terms. Your notice must include your name, address, email, and a clear statement that you wish to opt out. If you opt out, you may pursue claims in court, but all other provisions of these Terms remain in effect.

19.7 Statute of Limitations

Any claim arising out of or related to these Terms or the Services must be filed within one (1) year after the claim arose, or such claim is permanently barred.

20. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply. For any disputes not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Washtenaw County, Michigan.

21. CHANGES TO TERMS

We reserve the right to modify these Terms at any time. Material changes will be communicated through the Services or via email at least thirty (30) days before taking effect, except for changes required by law, which may take effect immediately. Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

22. GENERAL PROVISIONS

22.1 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Nodifire regarding the Services and supersede all prior agreements, understandings, representations, and warranties.

22.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

22.3 No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time. Any waiver must be in writing and signed by an authorized representative of Nodifire.

22.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without Nodifire's prior written consent. Nodifire may assign these Terms without restriction. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and assigns.

22.5 Force Majeure

Nodifire shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

22.6 Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations. You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo, and you are not on any U.S. government list of prohibited or restricted parties.

22.7 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

22.8 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Nodifire. Neither party has authority to bind the other or incur obligations on the other's behalf.

23. BETA AND PILOT PROGRAMS

Certain Services may be offered as beta, pilot, or early access versions ("Beta Services"). Beta Services are provided "as is" without any warranties. Beta Services may contain bugs, errors, and other problems. We may discontinue Beta Services at any time without notice. Your use of Beta Services is at your sole risk. Nodifire has no obligation to provide support for Beta Services or to make Beta Services generally available.

24. CONTACT INFORMATION

For questions about these Terms, please contact us at:

Nodifire, Inc. Email: legal@heynghbr.app General Support: support@heynghbr.app Copyright Notices: copyright@heynghbr.app Security Issues: security@heynghbr.app

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.