Terms of Service

Effective January 1, 2024

If you want to use our marketplace and networking site or any of our services (which we refer to altogether as Services), whether just by browsing or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section 14). If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit HerHeadquarters.app, use our platform, mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have the authority to agree to the Terms of Service on behalf of that business or legal entity. 

1. The services we provide

Our mission is to make it easier for women-owned businesses to access their dream projects, collaborators, and community. To help advance this mission, we provide the following products and services to you:

1.1 HerHeadquarters enables you to network, hire, pay, and collaborate with women-owned businesses and the organizations,

corporations, and brands that support them. You’re able to customize your experience on HerHeadquarters in various ways, from the types of projects you see to the collaborators you engage with. You’re able to like and comment on posts, favorite projects and collaborators, start private conversations, and more. We’ll use data and your activity on HerHeadquarters to better personalize your experience, such as making suggestions to you and others on projects and profiles to view, collaborators to connect with, and more. 

1.2 Enjoy expressing yourself on HerHeadquarters via our community page where you can share updates, photos, and videos that are visible to the community. You can also add content to your profile to showcase you and your company’s work. 

1.3 To operate HerHeadquarters and connect you to businesses, professionals, collaborations, and project opportunities, we need to transfer, store and distribute content and data to our data centers, partners, service providers, vendors, and systems around the world, including outside your country of residence. The use of this global infrastructure is necessary and essential to provide our services. This infrastructure may be owned, operated, or controlled by HerHeadquarters, Inc. or its affiliates.

2. Who can use HerHeadquarters

2.1 Anyone who is an employee, contractor, professional, decision-maker, or owner of a woman-owned business, with the permission and authority to represent, enter into agreements, make payments, make posts on behalf of, and do business on behalf of that woman-owned business on HerHeadquarters.  To use HerHeadquarters, you agree to:

• Provide your legal name
• Provide accurate information about yourself, including your position within the woman-owned business you’re representing 
• Create only one account representing that business using your company email
• Not share your password, give others access to your account, or transfer your account to anyone else (without HerHeadquarters permission).

2.2 You cannot use HerHeadquarters if:

• You are under 18 years of age
• You’ve been convicted of a violent crime, including those sexual in nature
• We've previously disabled or banned your account for violating our Terms and Conditions or Community Standards. If we disable your account for a violation of our Terms, the Community Standards, or other terms and policies, you agree not to create another account without our permission. Receiving permission to create a new account is provided at our sole discretion, and does not mean or imply that the disciplinary action was wrong or without cause.
• You are prohibited from receiving our products, services, or software under applicable laws.

3. Your Relationship with HerHeadquarters

3.1 We are not involved directly in your negotiations or the delivery of the Contractor (which may be referred to inside HerHeadquarters technologies, platforms, websites, and apps as ‘Collaborator’) Services and are not a party to any agreements you may make with other Users. You are solely responsible for the projects and community posts published to HerHeadquarters and for your agreements with other Users, including vetting potential Contractor or Collaborators and performance under the agreements.

3.2 HerHeadquarters offers a platform that enables Users to find one another, enter into service relationships and agreements, receive and provide Contractor or Collaborator Services, and make and receive payments. HerHeadquarters neither performs nor employs individuals to perform Contractor or Collaborator Services. You acknowledge and agree that HerHeadquarters does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service/Project Contract or Direct Contract and agree that: (a) HerHeadquarters is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; (b) HerHeadquarters is not responsible for the offering, performance, or procurement of Contractor/Collaborator Services, (c) HerHeadquarters does not make any representations about or guarantee any particular User’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between HerHeadquarters and any User offering services. While HerHeadquarters may provide certain badges on Collaborator or Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Contractor or Collaborator to complete a Service Contract.

3.3 You further acknowledge and agree that Users, and not HerHeadquarters, are solely responsible for (a) evaluating and determining the suitability of any Project, Collaborator, or Contractor; (b) assessing whether to enter into a Service or Project Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Contract on HerHeadquarters as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service and Project Contracts between Users are directly between the Users and HerHeadquarters is not a party to those contracts.

3.4 If you are an Agency or Agency Member, you expressly acknowledge and agree that, in addition to the provisions above, the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency.

You agree to make and keep all required records.

You are solely responsible for the creation, storage, and backup of your business records. You agree that HerHeadquarters has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.

4. Contractual Relationship between Client and Collaborator

4.1 Users, not HerHeadquarters, are responsible for deciding whether to enter into agreements with other Users and for determining what the terms of those agreements will be.

With respect to any Service or Project Contract, Clients and Contractors or Collaborators may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand HerHeadquarters’ rights and obligations under the Terms of Service, including this Agreement and the applicable Payment Instructions.

5. Disputes Among Users

5.1 If you’re unable to solve a dispute with another User you’ve collaborated with on a project, hired for a service, or was hired by, please submit a dispute within HerHeadquarters. We will conduct a review and make a decision on the dispute. While you may pursue your dispute independently, you acknowledge and agree that HerHeadquarters will not and is not obligated to provide any further dispute resolution assistance.

5.2 You agree not to hold us responsible for any dispute you may have with another User. In recognition of the fact that HerHeadquarters is not a party to any contract between Users, you hereby release HerHeadquarters, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, shareholders, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example, and without limitation, any disputes regarding the performance, functions, and quality of the Contractor Services provided to Client by a Contractor or Collaborator and requests for refunds based upon disputes. 

6. Confidential Information 

6.1 Users can agree to their own confidentiality terms. If they do not, these terms apply. Users agree to keep other Users’ confidential information a secret.

If Users do not agree to their own confidentiality terms, this section applies.To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this section applies to information exchanged for purposes relating to evaluating whether to enter into a Service or Project Contract, even if such contract is never agreed to.

7. Taxes and Benefits

7.1 Contractors are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations.

Contractor acknowledges and agrees that Contractor (referring to the business and not the individual user representing the business) is solely responsible for: (a) all tax liability associated with payments received from Contractor’s Clients and through HerHeadquarters, and that HerHeadquarters will not withhold any taxes from payments to Contractor.

8. HerHeadquarters Fees

Users agree to pay HerHeadquarters certain fees in exchange for securing projects, collaborations, and opportunities on HerHeadquarters marketplace.

8.1 Contractors agree to pay HerHeadquarters a service fee whenever they secure a project, contract, or collaboration through HerHeadquarters that results in compensation for any products or services. When a Client pays a Contractor for a Project or Services, or when funds related to a Project are otherwise released to a Contractor, HerHeadquarters will receive 10% as a service fee and the Contractor will receive the remaining 90% of the full amount paid or released by the Client. The Contractor hereby irrevocably authorizes and instructs HerHeadquarters to deduct its 10% Service Fee from all payments received with understanding that service fee rates are subject to change.

8.2 Clients agree to pay HerHeadquarters a service fee whenever they hire a contractor or collaboration through HerHeadquarters for any products or services. When a Client pays a Contractor for a Project or Services, an additional 3.5% service fee will be added on top of the budget paid out to the Contractor. The Client hereby irrevocably authorizes and instructs HerHeadquarters to add an additional 3.5% Service Fee to all payments made for services through HerHeadquarters with understanding that service fee rates are subject to change.

9. Credits

Users may purchase ‘Credits’ in bundles on HerHeadquarters. The pricing varies and is and is subject to change depending on the bundle package selected. 

10. Payment Policy

HerHeadquarters payment services allow Users to deliver, hold, and receive payment for a Project, and to pay fees to HerHeadquarters. Our payment services and policies are intended for business use only.

10.1 Upon a Client hiring or booking the services of a Contractor or Collaborator on HerHeadquarters, the Client is charged 50% payment of the project or service budget upfront, plus any Service Fees. Upon hire, this initial deposit will immediately be paid out to the Contractor, minus any Service fees the Contractor or Collaborator is responsible for. The Client’s remaining 50% balance, plus any Services fees, will be paid out on the final payment date, which is agreed upon by the Contractor and Client. 

11. No Return of Funds, No Chargebacks 

11.1 Clients agree that, once HerHeadquarters charges their Payment Methods, the charge cannot be refunded. Clients agree not to initiate any chargebacks from their credit card companies, banks, or the like.

11.2 Client acknowledges and agrees that HerHeadquarters may charge or debit Client’s designated Payment Method for the accepted project or service budget, plus Services Fees incurred. Once HerHeadquarters charges or debits the Client’s designated Payment Method, the charge or debit is non-refundable and any refunds given are solely at the discretion of HerHeadquarters after an investigation and dispute has been filed. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Service Fees or project payments charged pursuant to the Terms of Service for any reason. A chargeback in breach of this obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that HerHeadquarters may dispute or appeal the chargeback, institute collection action against Client, close Client’s account, and take such other action it deems appropriate.

12. Payment Methods

12.1 Users agree to designate a Payment Method and authorize us to charge that Payment Method. In order to use certain Site Services, users must provide account information for at least one valid Payment Method.

12.2 Users hereby authorize HerHeadquarters and our third-party payments and financial services providers to run credit card authorizations on all credit and debit cards provided by the user, to store the provided card, banking, or other financial details as their method of payment consistent with our Privacy Policy, and to charge user’s credit card (or any other Payment Method) for the Services Fees, projects fees, and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.

12.3 By providing Payment Method information through the Site or by authorizing payments with the Payment Method, user represents that: (a) User is legally authorized to provide such information; (b) User is legally authorized to make payments using the Payment Method(s); (c) if User is an employee or agent of a company or person that owns the Payment Method, that User is authorized by the company or person to use the Payment Method to make payments on HerHeadquarters; and (d) such actions do not violate the terms and conditions applicable to User’s use of such Payment Method(s) or applicable law.

12.4 When User authorizes a payment using a Payment Method via the Site or via our third-party payment and financial services provider, User represents that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from User’s Payment Method(s), User is solely responsible for paying such amounts by other means.

12.5 HerHeadquartes is not liable to any User if HerHeadquarters does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. HerHeadquarters will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.

13. Prohibited Actions

13.1 You may not use HerHeadquarters to do or share anything:

• That violates these Terms, our Community Standards, or other terms and policies that apply to your use of our platform.
• That is unlawful, misleading, discriminatory or fraudulent (or assists someone else in using HerHeadquarters in such a way).
• That you do not own or have the necessary rights to share.
• That infringes or violates someone else's rights, including their intellectual property rights (such as by infringing another’s copyright or trademark, or distributing or selling counterfeit or pirated goods), unless an exception or limitation applies under applicable law.

13.2 You may not upload viruses or malicious code, use the services to send spam, or do anything else that could disable, overburden, interfere with, or impair the proper working, integrity, operation, or appearance of our services, systems, or products.

13.3 You may not access or collect data from our HerHeadquarters using automated means (without our prior permission) or attempt to access data you do not have permission to access.

13.4 You may not proxy, request, or collect usernames or passwords, or misappropriate access tokens.

13.5 You may not sell, license, or purchase any data obtained from us or our services. You may not misuse any reporting, flagging, dispute, or appeals channel, such as by making fraudulent, duplicative, or groundless reports or appeals. 

13.6 We can remove or restrict access to content that is in violation of these provisions. We can also suspend or disable your account for conduct that violates these provisions.

13.7 We also can remove or restrict access to content features, services, or information if we determine that doing so is reasonably necessary to avoid or mitigate misuse of our services or adverse legal or regulatory impacts to HerHeadquarters.

14. Communicating Through HerHeadquarters

14.1 You agree that prior to entering into a Service Contract, you (a) will use HerHeadquarters as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of HerHeadquarters; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, project posting, invitation, or pre-hire communication through HerHeadquarters communication services (including in each case in any attached file), except as otherwise provided on the Site.

14.2 For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, WeChat, LinkedIn, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that include an email address or identifying you through social media. 

14.3 You acknowledge and agree that a violation of this Section is a material breach of the Terms of Service and your Account may be permanently suspended for such violations.

15. The permissions you give HerHeadquarters

15.1 Some content that you share or upload, such as photos, project details, videos, etc. may be protected by intellectual property laws. You retain ownership of the intellectual property rights (things like copyright or trademarks) in any such content that you create and share on HerHeadquarters.However, to provide our services we need you to give us some legal permissions (known as a "license") to use this content. This is solely for the purposes of providing and improving our platform and services. Specifically, when you share, post, or upload content that is covered by intellectual property rights on or in connection with our platform, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content. This means, for example, that if you upload a project on HerHeadquarters, you give us permission to store, copy, and share it with others. Reasons we may share your content may include, but are not limited to recruit potential collaborators or contractors that are a great match for your project, to share examples or case studies with current or potential shareholders, or potential users.

16. Additional provisions

16.1 We may need to update these Terms to accurately reflect our services and practices and/or to comply with applicable law. Once any updated Terms are in effect, you will be bound by them if you continue to use HerHeadquarters.If you do not agree to any updated Terms and no longer want to be a part of our community, you can request for your account to be deleted at any time.

17. Limits on liability

17.1 HerHeadquarters is "as is," and we make no guarantees that they always will be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. To the extent permitted by law, we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not control or direct what users do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content).

17.2 We cannot predict when issues might arise with our software. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and under no circumstance will we be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms or HerHeadquarters, even if we have been advised of the possibility of such damages.

17.3 HerHeadquarters is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of project postings, profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

17.4 Additionally, in no event will HerHeadquarter, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of HerHeadquarters, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) $2,500 or (b) any fees retained by HerHeadquarters with respect to service contracts on which User was involved as Client or Contractor during the six-month period preceding the date of the claim.

18. Indemnification 

If any of your actions, including, but not limited to any content or projects you upload, any statements, decisions, violations, or breaching of any Service Contract, Project or Collaboration Contract with a HerHeadquarters user, violation of our Terms and Conditions, or breaching of any other HerHeadquarters policy or term results in HerHeadquarters getting sued or fined, you agree to cover our costs or losses as described below.

18.1 You will indemnify, defend, and hold harmless HerHeadquarters, our Affiliates, and our respective directors, officers, employees, representatives, shareholders, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default (described in Section 6.4 (Non-Payment or Default)) incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Contractor or Collaborator, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.

18.2 “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

18.3“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.