HeyDoWhat (HDW) Terms of Service

Publication Date: October 26, 2026 Last Updated: October 26, 2026

IMPORTANT NOTICE: PLEASE READ CAREFULLY

A. ARBITRATION AND INDIVIDUAL PROCEEDINGS. SECTION 17 CONTAINS AN ARBITRATION AGREEMENT, A 30-CALENDAR-DAY ARBITRATION OPT-OUT, AND A SEPARATE INDIVIDUAL-PROCEEDING WAIVER. A TIMELY ARBITRATION OPT-OUT PERMITS AN INDIVIDUAL COURT CLAIM; IT DOES NOT OPT A CONSUMER OUT OF THE SEPARATE INDIVIDUAL-PROCEEDING WAIVER, TO THE MAXIMUM EXTENT LAWFUL.

1. Acceptance of Terms

1.1 Binding Agreement.
These Terms of Service ("Terms") constitute a binding legal agreement between HeyDoWhat LLC ("HDW") and the person or entity accessing or using the Services ("you", "your", or "User").

1.2 The Platform and Services:
"Platform" or "Services" means the HDW websites, applications, APIs and the features, content and services HDW makes available through them.

By accessing or using the Services, you agree to be legally bound by these Terms. If you do not agree, you must not access or use the Services.

1.3 Scope of Users: A "Consumer" is a person acting to browse, discover, purchase, book, hold, use or redeem a Product, or otherwise use the Consumer-facing Services. A person may act in different capacities for different activities; a Merchant, and Merchant Personnel acting solely for a Merchant, are not acting as Consumers merely by operating a Merchant account or fulfilling a Booking.

Provisions concerning applicable Platform access, account security, content and prohibited conduct may govern Merchant and Merchant Personnel use within their stated scope, subject to the assent required by applicable law. A Merchant's commercial relationship with HDW is governed by its separate Merchant agreement. These Terms do not form, amend or replace that Merchant agreement through Platform use alone.

A "Partner" is a person who has accepted the HDW Partner Program Agreement. That agreement is separate and governs the Partner's participation in the Program, including Program liability and disputes; these Terms do not form or amend it, and a Partner's own Consumer activity remains subject to these Terms.

1.4 Merchant Offerings:
A Merchant's agreement with HDW does not alter a Consumer's rights or remedies under these Terms, the terms disclosed at checkout, the Refund Policy, or applicable law.

1.5 Defined Terms:

• Free Cancellation means an eligible cancellation made within the free-cancellation period: the period, if any, stated for a Booking before purchase during which you may cancel it for a full return of what you paid to the sources you paid from, as provided in Section 7 of the Refund Policy.

• "Applicable Law" means every statute, regulation, ordinance, rule, binding order, judgment, license condition, payment-network rule, and other legal obligation applicable to you, HDW, a Merchant, a Product, a transaction, or the Services.

• "Booking" means your transaction-specific right created through one completed checkout to receive an identified Product, regardless of the quantity purchased in that checkout.

• "In-App Credit" means paid-value credit HDW issues only for a refund or an expired Generic Product under these Terms and the Refund Policy.

• "Listing" means a Merchant's offer of a Product as displayed on the Platform.

• "Reward Points" means promotional value HDW issues under Section 5.16 and the Reward Points and Integrity Award Program Terms; Reward Points are not purchased value, are not property, and are nontransferable and noncashable.

• "Refund Policy" means the Refund, Cancellation, No-Show and Redemption Policy.

• "Consumer Platform Service Fee" or "Service Fee" means the fee HDW charges you for the Platform under Section 6 and the Consumer Fee Schedule.

• "Taxes" means taxes and similar governmental charges imposed by applicable law on a purchase, fee or benefit.

• "Generic Product" or "Generic Deal" means a Product not locked at purchase to a specific date and start time. A fixed calendar expiration date on an otherwise open-redemption Product does not by itself make the Product Time-Specific.

• "Generic Booking" means a Booking for a Generic Product.

• "HDW Parties" means HeyDoWhat LLC, and any of its past, present, and future parents, subsidiaries, affiliates, predecessors, successors, and assigns, and each of their respective officers, directors, members, managers, employees, agents, representatives, partners, joint venturers, licensors, advertisers, suppliers, and service providers.

• "Merchant" means an independent business that offers or provides a Product through the Platform.

• "Merchant Personnel" means the individuals a Merchant authorizes to act for it.

• "Original Payment Method" means the external payment method used for the eligible portion of your transaction, not In-App Credit or Reward Points.

• "Product" means a ticket, experience, class, event, Deal, reservation, pass, appointment, admission, voucher, or service offered by a Merchant through the Platform.

• "Redemption Credential" means the code or other credential HDW issues for redeeming a Booking.

• "Reward Points and Integrity Award Program Terms" means the Supplemental Terms governing Reward Points and Integrity Awards.

• "Time-Specific Product" means a Product locked at purchase to a specific date and start time.

• "Wallet" or "HDW Wallet" means your In-App Credit and Reward Points. The Wallet is not a bank account, deposit account, or general-purpose stored-value account.

1.6 Time Calculation and Time Zones: Unless otherwise expressly stated in the applicable Product disclosure, dates and times - including Product expiration and cancellation windows - use the local time zone identified for the applicable Merchant location.

2. Eligibility

2.1 Age and Capacity:
You must be at least eighteen (18) years old and have the legal capacity and authority to enter into these Terms. By using the Services, you represent and warrant that you meet these requirements.

2.2 United States Only:
The Services are offered only in the United States and are intended only for Users located in the United States. HDW does not represent that the Services are appropriate or available outside the United States. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with any applicable local law.

2.3 Sanctions and Restricted Parties:
You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List. If your status under Section 2.1, Section 2.2, or this Section 2.3 changes, you must cease using the Services immediately.

2.4 Guests and Minor Guests:
A person under eighteen (18) years of age may not create or hold an account, purchase a Product, or hold a Redemption Credential issued in their own name.

A User may book a Product for one or more guests, including a guest who is under eighteen (18) years of age (a "Minor Guest"), only where the Merchant permits it and where the Merchant's age, supervision, and eligibility requirements disclosed at checkout are satisfied. If you book a Product for a Minor Guest, you represent and warrant that you are the Minor Guest's parent or legal guardian, or that the parent or legal guardian has authorized you to make the booking. You agree to accompany or supervise the Minor Guest to the extent the Merchant requires. You remain solely responsible for the Minor Guest's conduct, and for every obligation arising from that booking under these Terms as though it were your own.

HDW does not undertake to verify the age of every User or guest. Merchants set and enforce the lawful age, admission and supervision requirements applicable to their Products. A Merchant may refuse admission or service when a validly disclosed requirement or a requirement imposed by law is not satisfied.

2.5 Accounts Held in Breach of Section 2.1:
If HDW learns or reasonably believes that an account holder does not meet the requirements of Section 2.1, HDW may suspend or terminate that account and cancel any pending transaction, at any time, without notice and without liability.

3. User Accounts and Security

3.1 Account Responsibility:
You are responsible for maintaining the confidentiality and security of your account credentials and for promptly reporting suspected unauthorized use or a security breach to support@heydowhat.com.

3.2 Registration Integrity:
You must provide and keep accurate, current and complete account information.

3.3 No Account Sharing:
Accounts are non-transferable. You must not share, sell, or lease your account credentials to another person.

3.4 Redemption Credentials:
You must use reasonable care to protect a Redemption Credential and promptly report suspected unauthorized use. A Redemption Credential may be single-use. If duplicate copies are presented, the Merchant may honor the first credential it validly accepts and decline later attempts.

3.5 Verification:
HDW may request information to verify identity, authority, eligibility, cause, fraud or legal compliance, subject to applicable law and the Privacy Policy.

3.6 Merchant Personnel:
Each Merchant is solely responsible for designating, authorizing, controlling, and deactivating its Merchant Personnel, and for the acts and omissions of its Merchant Personnel in connection with the Services. An act of an individual a Merchant has authorized, or permitted to appear authorized, is the act of that Merchant under these Terms.

HDW does not employ, supervise, direct, train, or control Merchant Personnel. HDW does not undertake to independently verify every individual's identity or authority.

4. Marketplace Role and Scope of Services

4.1 HDW operates a marketplace that enables Users to discover and book Products offered by independent Merchants.

4.2 Except for the limited payment-collection role that may apply under Section 6.7, HDW is not the Merchant that provides a Product and does not become the Product's operator, employer, joint venturer, or guarantor merely by operating the Platform, collecting payment, issuing a Redemption Credential, or providing support. No partnership, employment, fiduciary, or general agency relationship is created between HDW and a User by these Terms.

4.3 Merchants are solely and exclusively responsible for:

• The accuracy and completeness of listings and descriptions;
• Pricing, availability, and fulfillment;
• Its obligations to Users concerning the Product, subject to the remedies and rights expressly preserved in these Terms and applicable law;
• Delivery, performance, quality, safety, legality, and suitability of Products;
• Compliance with all applicable laws, licenses, permits, and regulations.

5. Marketplace Rules, Wallet, Redemption, Inactivity, Misconduct & Remedial Actions

5.1 Terms Disclosed at Checkout Control:
The terms disclosed at checkout, to the extent consistent with these Terms and applicable law, and the Refund Policy govern a cancellation, no-show, late arrival or unused Product.

5.2 Generic Deal Cancellation and In-App Credit: You may cancel an unredeemed Generic Booking before it expires as provided in the Refund Policy: within twenty-four (24) hours of purchase, unless the Booking expires sooner, for a return to the sources you paid from, and after that for In-App Credit of the amount you paid; Reward Points you used are restored as Reward Points. No Merchant-selected cancellation policy applies to a Generic Booking or removes these rights.

5.3 Free-Cancellation Periods:
A free-cancellation period runs from the time of purchase, subject to the conditions disclosed before purchase. A Merchant's cancellation or no-show policy cannot shorten a free-cancellation period disclosed for your Booking.

5.4 The HDW Wallet:
Your Wallet holds two kinds of value:

• In-App Credit: non-expiring, non-transferable paid-value credit usable only within the Platform. In-App Credit cannot be purchased, voluntarily loaded or reloaded, transferred between users, or issued merely as a promotion or service adjustment.
  • Not a Deposit Account: In-App Credit is not a bank account, a checking or savings account, or a monetary deposit. It does not earn interest and is not insured by the FDIC.
  • Non-Redeemability: In-App Credit has no cash value. It is non-redeemable for cash, cannot be withdrawn, "cashed out," or transferred to an external bank account or other HDW accounts, except where explicitly required by applicable law.
• Reward Points: promotional value HDW may issue under Section 5.16 and the Reward Points and Integrity Award Program Terms.
  • Expiration: Reward Points expire as disclosed when they are earned. HDW is not obligated to remind you before Reward Points expire, and has no obligation to extend or reinstate expired Reward Points, except as applicable law requires.

5.5 Applying Wallet Value:
At checkout HDW applies your Wallet value before charging your payment method, using Reward Points before In-App Credit and the soonest-expiring Reward Points first, and charges your payment method for any remainder.

5.6 Support Communications:
You may not rely on an ordinary customer-support communication, promotional material or Platform message as an amendment to these Terms or a Booking, or as an additional representation, warranty or guarantee beyond the terms validly governing the matter.

5.7 Inactivity and Unclaimed Property:
An account is "Inactive" after the period without activity that HDW discloses before it applies. HDW may deactivate or delete an Inactive account, subject to applicable law, required record retention and lawful disposition of outstanding Booking and Wallet rights, and is not obligated to send notice before doing so. HDW provides required owner notices and reports and remits unclaimed property when, where and to the extent applicable unclaimed-property law requires. Once funds are remitted to a state agency, HDW has no further liability to you, and you must seek recovery of those funds directly from the state.

5.8 Product Expiration, Cancellation, and Credit Conversion:

• Local Time and Expiration. A Product expires at the end of its disclosed expiration date, in the time zone that applies under Section 1.6.
• Time-Specific Products. A Time-Specific Product expires at the disclosed end of its event or service.
• Generic Products. A Generic Product expires on the date disclosed before purchase or, where a period is disclosed instead, at the end of that number of days after purchase.
• No Retroactive Change. The terms disclosed for your Booking are fixed when your purchase completes; a later Merchant change does not alter them for that Booking.
• Admission and Redemption Conditions. You must follow the Merchant's validly disclosed arrival, admission, operating-hour and other redemption conditions applicable to your Booking. A Redemption Credential remaining active does not extend those conditions or entitle you to admission or service outside them.
• Expiry of a Time-Specific Product. After its expiration, a Time-Specific Product is no longer redeemable.
• Automatic Credit Conversion on Expiry of a Generic Product. When a Generic Product reaches its expiration without having been redeemed, it can no longer be redeemed with the Merchant, and HDW automatically converts the amount you paid for it into In-App Credit. The amount converted is the total amount you actually paid for the Product, including the Service Fee and any applicable taxes, and including any portion you paid using In-App Credit. No cash refund is issued automatically on expiry.

5.9 Prohibition on Unauthorized Transfer and Resale:
Products and Redemption Credentials are for personal, non-commercial use by the purchaser, the guests covered by the Booking and, where HDW permits gifting, a designated gift recipient. You must not sell or transfer a Redemption Credential except through a transfer feature HDW provides. HDW may decline to honor a credential transferred in breach of this Section.

5.10 Suspicious-Activity Review:
HDW may flag or temporarily suspend a Redemption Credential when it identifies suspicious activity, such as conflicting redemption attempts or apparent account compromise, and may take account action under Section 19.1. HDW does not guarantee detection of every unauthorized use.

5.11 Promotional Offers:
HDW may make promotional codes or other promotional benefits available under separately disclosed Promotion Terms. A promotional benefit is non-transferable, has no cash value unless applicable law requires otherwise, and may be withheld, cancelled, or reversed when connected with error, fraud, abuse, or a violation of its disclosed terms.

5.12 Purchase Review:
You are responsible for reviewing a Product's disclosed terms before purchase.

5.12.1 Notes to a Merchant:
If HDW lets you send a note to a Merchant, use it only for ordinary instructions about that Booking; do not include health, safety, identification, payment or other sensitive information. Contact the Merchant directly about an allergy, accessibility need or other matter that needs a response, and use emergency services for an emergency. HDW discloses the note to the Merchant to fulfill the Booking, as described in the Privacy Policy. The note is not an emergency or guaranteed communication channel, and HDW does not promise that a Merchant will receive, monitor, or act on it.

5.13 No Duplicate Recovery:
You must not knowingly obtain duplicate recovery for the same loss from a Merchant, HDW, a payment provider or another source.

5.14 PROHIBITED CONDUCT AND PLATFORM INTEGRITY:

You are granted a limited, revocable license to use the Services.

5.14.1 Manipulation of Value:

• Multi-Accounting. You must not create, maintain, or control more than one (1) account.
• Synthetic Identities. You must not use identity, contact, device or payment information or methods to evade account limits or new-customer restrictions.
• Automated Accumulation. You must not use a bot, script or other automated means to engage with promotional offers or reward issuance.
• Promotional-Program Abuse. You must not use secondary accounts, guest checkout, split transactions, stacked codes or other methods to obtain promotional value, discounts or limited offers contrary to their disclosed terms.

5.14.2 Pricing Errors:

• Manifest Error. A price or listing that results from a manifest error is not binding; HDW may correct it before fulfillment, and you must not exploit a pricing or technical error to obtain value.

5.14.3 Reviews and Reservations:

• Review Fraud:
  • Inauthentic Content. You must not post reviews, ratings, or photos that are not based on your own first-hand experience at a Merchant location.
  • Incentivized Reviews. You must not accept payment, free products, or other compensation from a Merchant in exchange for a positive review, or sell your reviewing services to a third party.
  • Review Manipulation. You must not review your own or an affiliate's business, post a review to maliciously damage a Merchant, or use a review to extort a refund or concession.
  • Automated Feedback. You must not use AI-generation tools to produce synthetic reviews.
• Inventory and Reservation Abuse: You must not make a reservation or hold inventory without a bona fide intent to attend or purchase, including holding places at several Merchants intending to use one.

5.14.4 Off-Platform Transactions and Conduct:

• Anti-Circumvention and Off-Platform Transactions:
  • Scope. For this Section 5.14.4, an "HDW-Originated Transaction" means a transaction initiated, booked or materially advanced through the Platform, or pursued using nonpublic information obtained through the Platform.
  • No Side Transaction or Transaction Migration. You must not request, make, accept, facilitate, or knowingly participate in moving an HDW-Originated Transaction outside the Platform. This includes cancelling, letting expire or not redeeming a Booking in exchange for a replacement, discount or other benefit from the Merchant.
  • Communications. You must not solicit a Merchant, or accept a Merchant's solicitation, to move an HDW-Originated Transaction outside the Platform.
  • Reporting. You may report a Merchant's solicitation to HDW.
  • Consumer Rights. A Merchant's circumvention does not reduce your rights under these Terms. A direct charge the Merchant disclosed before purchase for an optional or legally required item in a category HDW has approved is not a circumvention, unless it is used to avoid the Platform or HDW's fees.
• Abuse and Harassment:
  • In-App and On-Site Conduct. You must not engage in behavior that is threatening, abusive, defamatory, discriminatory, or harassing toward an HDW Party or Merchant Personnel, through the Platform or in person during the redemption of a Product.
  • Reputational Harm. You must not use the Platform's review or communication tools to spread doxing information, hate speech, or content that violates these Terms.

5.14.5 Platform Integrity and General Prohibitions:
You shall not, and shall not induce, encourage or assist any third party to:

• Legal & Rights Compliance. Violate any applicable laws or regulations, or infringe upon the intellectual property, privacy, or publicity rights of HDW or any third party;
• Security & Access Circumvention. Circumvent, remove, thwart, or bypass any platform security, access controls, navigational structure, or technological measures, including queues and waiting rooms;
• Fraud & Deception. Submit fraudulent, misleading, or harmful content, or impersonate any person or Merchant;
• Infrastructure & Operational Interference. Take any action that imposes an unreasonable load on HDW's infrastructure or interferes with the operation, integrity, or presentation of the Services;
• Anti-Automation and Scraper Prohibition. Use any "robot," "spider," "scraper," "deep-link," or other automated device, program, algorithm, or methodology, or any similar manual process, to:
  • Access, acquire, copy, or monitor any portion of the Services;
  • Obtain or attempt to obtain any materials or information through any means not purposely made available through the Services; or
  • Circumvent the navigational structure of the Services to harvest data.

5.14.6 Database and AI-Training Restrictions:
You must not use any part of the Services, including Merchant listings, AI outputs or User Content, to: create a competing directory, marketplace or database; train, fine-tune or benchmark an artificial-intelligence or machine-learning model; or cache or archive HDW content for commercial redistribution.

5.15 Investigations and Cooperation: HDW may investigate suspected fraud, abuse, account compromise or prohibited conduct, and may cooperate with authorities and disclose relevant information, as permitted by applicable law and the Privacy Policy. You must provide reasonable, relevant and lawful cooperation concerning the identified matter.

5.16 Reward Points:

The Reward Points and Integrity Award Program Terms are incorporated into these Terms and govern your earning, holding and use of Reward Points. Your acceptance of these Terms includes acceptance of those Program Terms for that participation.

• Program Changes. HDW may withhold, cancel, or reverse Reward Points connected with error, fraud, abuse, or a violation of these Terms, subject to applicable law.
• Rewarded Reviews. HDW may offer rewards for reviews that satisfy eligibility and authenticity requirements disclosed before submission. The award does not depend on positive or negative sentiment. Rewarded reviews are labeled "incentivized".
• Integrity Awards. Integrity Awards are available only as the Reward Points and Integrity Award Program Terms provide.
• Availability. Reward Points from a purchase become available for use after the Booking clears verification.
• Reversals. A cancellation, refund, chargeback, fraud, or other reduction of the qualifying paid amount cancels or adjusts the related Reward Points. If reversed Reward Points were already used, HDW may deduct them from Reward Points you later earn; you do not owe HDW money for them.

6. Payments, Fees, and Payment Issues

6.1 Display and Currency:
Prices are displayed and charged in United States dollars. If the payment card or payment method you use is issued outside the United States or is denominated in another currency, the final amount charged to you may differ as a result of currency conversion rates and fees applied by your issuer. HDW is not responsible for those differences or for any "Foreign Transaction Fee" or similar charge imposed by your issuer.

6.2 Payment Authorization:
By providing payment information at checkout, you authorize HDW through its third-party payment processor to charge the total amount displayed and accepted for that purchase, including applicable taxes and fees. This authorization does not permit a later charge for a refund, reversed Reward Points, an account review, or an alleged breach.

6.3 Taxes:
You are responsible for all applicable taxes, fees, or charges imposed by Merchants or governmental authorities. Where HDW is required to collect taxes as a marketplace facilitator, they are included in your total at checkout.

6.4 HDW Platform Service Fee:
HDW charges the Service Fee at the rate and on the base stated in the Consumer Fee Schedule. Whether the Service Fee is returned on a cancellation or refund is stated in the Refund Policy.

6.5 Payment Disputes:
Nothing in these Terms limits a right that you have under your payment-method agreement or applicable law. You must not knowingly submit a materially false payment dispute. HDW may provide relevant records to the payment processor or issuer and may act under Section 19.

6.6 Price Finality and No Price Matching:
The price disclosed and paid at checkout is final for that transaction; HDW does not price-match or adjust a completed purchase for a lower price later offered by the Merchant or elsewhere. Prices may change at any time before purchase.

6.7 Payment Collection and Limited Payment Agent:
Where HDW and a Merchant have agreed that HDW collects a Product payment as that Merchant's limited payment-collection agent, payment of the Product price to HDW is treated as payment to the Merchant for that amount. This limited role does not make HDW the seller or provider of the Product, a custodian of funds, a bank or lender, or a money transmitter, and does not alter Section 4. Payment processing is provided by a third-party processor, and your use of that processing is subject to the processor's own terms and privacy notice.

7. AI Services

7.1 AI Services:
"AI Services" means AI-generated features and outputs HDW makes available through the Services.

7.2 Accuracy: AI outputs may be inaccurate, incomplete, outdated, or unsuitable for a particular circumstance.

7.3 Independent Review: You remain responsible for using reasonable judgment before travel or participation and for reviewing the current Product disclosure.

7.4 Recommendation Methods: HDW may keep its ranking and recommendation methods confidential.

7.5 Prohibited Use:
You are strictly prohibited from using HDW AI Services to:

• Jailbreak or Circumvent: Attempt to bypass, "jailbreak," or circumvent any security features, content filters, or safety guardrails of the AI models.
• Harmful Content: Generate or request content that is illegal, discriminatory, sexually explicit, or incites violence or self-harm.
• Deceptive Impersonation: Use AI to create "deepfakes" or misleadingly impersonate any natural person, Merchant, or HDW representative.
• Regulated Advice: Solicit medical, legal, or financial advice.

7.6 AI Content Identifiers:
You must not remove, obscure, or alter an identifier HDW applies to AI-generated content when sharing that content outside the Platform.

8. Location Services

8.1 Location Permission:
Location features use your device location only with your permission, as described in the Privacy Policy, and are unavailable without it.

8.2 Results Are Estimates:
Any distance or travel time shown is an estimate, not a guarantee. To the fullest extent permitted by applicable law, HDW is not liable for any loss arising from an inaccurate, delayed, or unavailable distance, proximity, or travel-time result.

9. Communications and SMS Messaging

9.1 Text-Message Programs:
HDW operates one or more text-message programs in connection with the Services. Those programs are governed by the HDW SMS / Text Messaging Terms, available at https://heydowhat.com/sms-terms (the "SMS Terms"), which are Supplemental Terms for the purposes of Section 20 and are incorporated into these Terms by reference.

9.2 Opting Out:
You may opt out of HDW text messages at any time, by the means and with the scope described in the SMS Terms. Opting out may prevent you from completing an action that requires text verification.

9.3 Message Delivery:
SMS delivery is subject to carrier, network, device, and other factors outside HDW's reasonable control.

9.4 Mobile Information:
Mobile information, including mobile telephone numbers, SMS opt-in data, SMS consent records, and SMS message-originator data, will not be sold, rented, released, disclosed, transferred, or shared with third parties or affiliates for their own marketing or promotional purposes, as further provided in the SMS Terms.

10. User-Generated Content

10.1 User Content License:
The Services may allow you to post, upload, or submit reviews, messages, photos, videos, or other content ("User Content"). You retain ownership of your User Content. You grant HDW a non-exclusive, worldwide, royalty-free license, perpetual and irrevocable to the extent permitted by applicable law, to host, reproduce, format, modify, display and distribute User Content and to use it to operate, develop and improve the Services, including displaying a review with the applicable Merchant listing, providing content to service providers that process it for HDW, and using search text, chat content (subject to the "Help improve HDW's AI" setting) and review text to develop, train and improve HDW's own features and models after sensitive-content filtering and de-identification. The license survives the closure of your account and is subject to the Privacy Policy and to deletion rights applicable law grants you. You represent that you have the rights needed to submit the User Content and grant this license.

10.2 Promotional Use:
HDW may use User Content to promote the Services with any permission applicable law requires.

10.3 Content Rules:
You must not submit User Content that unlawfully infringes another person's rights, is fraudulent or materially misleading, or violates these Terms.

10.4 Moderation and Removal:
HDW may moderate, remove or decline to display content, subject to applicable law. HDW does not remove or suppress a review merely because it is negative.

11. Performance, Substitutions, and Right to Cancel

11.1 HDW's Right to Cancel:
HDW may cancel a transaction before redemption for a manifest pricing or technical error, suspected fraud, unauthorized use, security concern, or other lawful operational reason. If the cancellation results from an HDW payment or platform error, HDW promptly voids or reverses the charge or returns the eligible external-payment amount to the Original Payment Method.

11.2 Merchant Failure to Perform:
For a Generic Booking, the Merchant-cause remedy in the Refund Policy applies. For another Booking, remedies for Merchant cancellation or nonperformance are those required by applicable law and the terms validly accepted for that Booking; HDW may provide additional remedies in its discretion. Eligible refunds return to the original payment method; Wallet funds return to their applicable source.

A Merchant-selected cancellation rule cannot override this Section, the HDW payment or platform-error rule in Section 11.1, or applicable law. If a return to your Original Payment Method finally fails, you may elect to receive In-App Credit instead, as provided in the Refund Policy.

11.3 Merchant Substitutions:
Where a Product disclosure permits a Merchant to substitute a component, the Merchant may make a lawful substitute consistent with that disclosure. Unless the checkout disclosure identifies a particular person or item as a contractual element, a change in personnel or a comparable Product component does not alone establish non-performance.

11.4 Merchant Force Majeure:
If a Merchant cannot perform because of an event beyond its reasonable control, Section 11.2 governs your remedy.

11.5 Availability and Overbooking:
Merchant overbooking, a Merchant's refusal to honor a valid booking, or a verified Merchant availability failure is addressed under Section 11.2.

11.6 Determinations:
HDW's determinations about cancellations, substitutions, Merchant performance and remedies govern how HDW administers your account, subject to Section 17.

12. Community Safety and User Interaction

12.1 Sharing: If you share your activity with other Users, you are responsible for what you share and with whom.

12.2 User Interactions: You are responsible for your own conduct in interactions with other Users, online and offline. HDW does not promise general criminal-background screening, identity verification or monitoring of private communications. These Terms do not create a duty for HDW to monitor Users, content or interactions or to investigate every report.

13. Third-Party Services

13.1 Third-Party Services Disclaimer:
The Services may link to, or make available features that rely on, services operated by third parties, such as mapping or navigation providers. A link or integration does not by itself give HDW control over that provider's operations or constitute HDW's guarantee of the accuracy, safety, availability or reliability of its data or service. Your use of a third-party service is subject to that provider's applicable terms and privacy policy, which you are responsible for reviewing.

13.2 Mapping and Navigation Disclaimer:
HDW does not provide mapping, routing, traffic or navigation services. You must exercise independent judgment and verify that a suggested route is safe, legal and appropriate for current conditions. To the extent permitted by law, HDW is not liable for loss or injury arising from your use of third-party mapping or navigation information.

13.3 Independent Providers:
A third-party provider does not become HDW's agent, employee, partner or contractor merely because the Services link to or integrate its service.

14. Indemnification

14.1 Your Duty to Indemnify:
To the extent permitted by applicable law, you will defend and indemnify the HDW Parties from a third-party claim arising directly from your (a) material breach of these Terms, (b) unlawful conduct, (c) infringement of another person's intellectual-property, privacy, or publicity rights through User Content you submit, or (d) fraud or willful misconduct. This obligation applies only to claims within Section 14.1 and only to the extent permitted by applicable law.

14.2 Control of Defense:
HDW may control the defense of an indemnified claim with counsel of its choice. HDW may settle an indemnified claim in its discretion.

15. Disclaimers

15.1 General Disclaimer:
EXCEPT FOR AN EXPRESS OBLIGATION OR REMEDY BINDING ON HDW UNDER THESE TERMS, AN APPLICABLE ACCEPTED SUPPLEMENTAL TERM OR OTHER VALID AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HDW DISCLAIMS WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

15.2 Merchant and Product Disclaimer:
HDW IS NOT THE OPERATOR OR INSURER OF A MERCHANT'S BUSINESS. HDW DOES NOT CERTIFY OR GUARANTEE A MERCHANT'S OR PRODUCT'S QUALITY, FULFILLMENT, SAFETY, LEGALITY, SANITATION, LICENSING, COMPLIANCE OR SUITABILITY. IF HDW REVIEWS INFORMATION ABOUT A MERCHANT OR LISTING, THAT REVIEW DOES NOT BY ITSELF CONSTITUTE A COMPREHENSIVE BUSINESS, SAFETY OR COMPLIANCE AUDIT OR GUARANTEE FUTURE PERFORMANCE. HDW IS NOT OBLIGATED TO CONDUCT ANY PARTICULAR CHECK OR REVIEW OF A MERCHANT OR LISTING. HDW DOES NOT WARRANT THE ACCURACY OF MERCHANT-SUPPLIED LISTINGS, PRICING, AVAILABILITY OR OMISSIONS, SUBJECT TO SECTION 15.1 AND THE EXPRESS REMEDIES IN SECTION 11.

15.3 Third-Party Conduct:
HDW IS A TECHNOLOGY INTERMEDIARY AND DOES NOT GUARANTEE THE CONDUCT OF USERS, MERCHANTS OR OTHER THIRD PARTIES, ONLINE OR OFFLINE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HDW DISCLAIMS RESPONSIBILITY FOR THEIR INDEPENDENT DEFAMATORY, OFFENSIVE, ILLEGAL OR OTHER CONDUCT, SUBJECT TO SECTION 15.1. THIS SECTION DOES NOT CREATE A DUTY TO MONITOR OR INVESTIGATE.

15.4 AI and Content Disclaimer:
YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUTS, SEARCH RESULTS, AND RECOMMENDATIONS ARE PROBABILISTIC AND MAY CONTAIN INACCURACIES, OMISSIONS, OR "HALLUCINATIONS." HDW DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT ACCESSED THROUGH THE SERVICES. YOU SHOULD INDEPENDENTLY VERIFY ALL CRITICAL INFORMATION (E.G., EVENT TIMES, ALLERGEN DISCLOSURES) WITH THE MERCHANT DIRECTLY.

15.5 Technical Disclaimer:
HDW DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT DATA TRANSMISSION OVER THE INTERNET IS INHERENTLY INSECURE.

15.6 No Additional Warranty from Advice:
ORAL OR WRITTEN INFORMATION OR ADVICE OBTAINED FROM HDW OR THROUGH THE SERVICES DOES NOT BY ITSELF CREATE A WARRANTY BEYOND THE TERMS VALIDLY GOVERNING THE MATTER.

16. Limitation of Liability

16.1 Scope of Limitation:
THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED - WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR ANY OTHER BASIS - AND WHETHER OR NOT HDW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IT APPLIES TO ALL CLAIMS EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, WHETHER KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR RELATING TO:

• YOUR USE OF OR INABILITY TO USE THE SERVICES OR PLATFORM;
• ANY CONDUCT, CONTENT, OR OFFERINGS OF ANY THIRD PARTY OR MERCHANT ON THE SERVICES;
• ANY CONTENT OBTAINED FROM THE SERVICES (INCLUDING AI-GENERATED OUTPUTS); OR
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

16.2 Exclusion of Certain Damages:
SUBJECT TO SECTION 16.7 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HDW PARTIES ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES. THIS EXCLUSION INCLUDES LOST PROFITS, REVENUE, USE, DATA OR GOODWILL; BUSINESS INTERRUPTION; REPUTATIONAL HARM; PERSONAL DISSATISFACTION; LOSSES FROM RELIANCE ON AUTOMATED OR AI-GENERATED OUTPUTS OR RECOMMENDATIONS; AND OTHER INTANGIBLE LOSSES, TO THE EXTENT THEY FALL WITHIN ONE OF THOSE EXCLUDED CATEGORIES.

16.3 Maximum Liability Cap:
SUBJECT TO SECTION 16.7 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HDW PARTIES' COMBINED TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF LEGAL THEORY, WILL NOT EXCEED FIVE HUNDRED U.S. DOLLARS (USD $500.00). THIS CEILING IS AGREEMENT-WIDE, DOES NOT REPLENISH, AND APPLIES CUMULATIVELY TO RELATED AND UNRELATED CLAIMS, INCLUDING AFTER TERMINATION; LATER EVENTS, CONSIDERATION, SETTLEMENTS, ACCOUNTS, BOOKINGS, LEGAL THEORIES OR ADDITIONAL HDW PARTIES DO NOT RESET OR INCREASE IT.

OBLIGATIONS AND LIABILITIES PRESERVED BY SECTION 16.7 DO NOT CONSUME THIS CAP. THIS CAP CREATES NO LIABILITY OR ENTITLEMENT TO A PARTICULAR AMOUNT. IF THIS CAP IS UNENFORCEABLE TO ANY EXTENT, THE OTHERWISE LAWFUL LIMITATIONS IN THIS SECTION REMAIN APPLICABLE TO THE EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 16.7.

16.4 Specific Exclusions: Subject to applicable law, HDW is a technology intermediary and is not responsible for:

• A Merchant's independent acts, omissions, service failure, or product quality, safety, suitability, legality or compliance, subject to Section 11;
• A third party's independent misuse of data;
• On-site incidents, personal injury, wrongful death, illness, loss or property damage arising from Merchant premises or the Merchant's provision of a Product;
• Inaccuracy in AI-powered search, conversational features, recommendations or outputs, including reliance on an AI-generated error; or
• A User's or third party's duplication, disclosure, loss, misuse or fraudulent redemption of a QR code, ticket or other Redemption Credential.

16.5 Activity Risks:
HDW does not own, operate, or manage Merchant premises. Products may involve ordinary activity, travel, alcohol, food, wellness, crowds, or other risks that a consumer should assess before participation. For a Product involving alcohol, you represent that you are of legal drinking age.

16.6 No Merchant Third-Party Beneficiary Rights:
Merchants are not intended third-party beneficiaries of a consumer release, disclaimer, limitation, or waiver in these Terms. Except for an HDW Party where a provision expressly states otherwise, these Terms do not create third-party beneficiary rights.

16.7 Exceptions and Existing Payment or Value Obligations:
NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR WRONGFUL DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY HDW'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE EXCLUDED OR LIMITED, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT TO THE EXTENT THAT LAW PROHIBITS THE PARTICULAR LIMITATION.

NO DISCLAIMER, DAMAGES EXCLUSION OR CAP IN THESE TERMS REDUCES A REFUND, PAYMENT, PAID-VALUE CREDIT CONVERSION OR SOURCE RESTORATION THAT HDW IS ACTUALLY REQUIRED TO PROVIDE UNDER THESE TERMS, APPLICABLE ACCEPTED SUPPLEMENTAL TERMS OR ANOTHER VALID AGREEMENT. A SEPARATE CLAIM FOR DAMAGES, INCLUDING DAMAGES FOR DELAY OR NONPERFORMANCE OF SUCH AN OBLIGATION, REMAINS SUBJECT TO THE OTHERWISE APPLICABLE EXCLUSIONS AND CAP UNLESS LAW OR THE GOVERNING AGREEMENT REQUIRES OTHERWISE. AMOUNTS ALREADY REFUNDED, RESTORED, PAID OR OTHERWISE SATISFIED MUST BE CREDITED AGAINST RECOVERY FOR THE SAME LOSS; THERE IS NO DUPLICATE RECOVERY.

16.8 Public Health and Communicable Disease:
Visiting a Merchant location or participating in a Product may involve exposure to communicable diseases, viruses or bacteria. To the extent permitted by law, you voluntarily assume the ordinary inherent exposure risks of your participation, subject to Sections 16.5 and 16.7. HDW does not warrant that a venue is sanitary or free from communicable disease.

16.9 No Professional Advice:
HDW is not a medical, legal, or professional service provider. Any information provided through the Services (including AI-generated content) is for informational purposes only and is not a substitute for professional advice. You should consult with a qualified professional before engaging in any physical activity or following any lifestyle recommendations found on the Platform.

17. DISPUTE RESOLUTION, ARBITRATION, AND INDIVIDUAL PROCEEDINGS

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

17.1 Informal Resolution: Before filing an arbitration demand, the party bringing the claim must send the other party a written Notice of Dispute. You must send your notice to support@heydowhat.com, to the mailing address in Section 29, or through the Notice of Dispute form at heydowhat.com/legal/dispute-notice. HDW must send its notice directly to the email or mailing address you have provided for your account or the transaction, or another contact address you have provided for the dispute; a general Platform posting is not notice of HDW's claim against you. The notice must identify the sender, the account email if applicable, the claim's basis and contact information for a response. A party may not file an arbitration demand until sixty (60) days after receipt of the notice. During that period either party may require an individualized conference by telephone or videoconference to discuss the dispute; the claimant must personally attend, counsel may also attend, and a conference may not be combined with another claimant's conference without the agreement of both parties. Receipt occurs when the notice reaches the designated receiving system or address in a form that can be accessed and retained; individual opening, reading or acknowledgment is not required. To the extent lawful, completion of that period and of any conference required under it is a condition before filing arbitration, and a demand filed before the condition is met will be dismissed without prejudice to refiling after compliance. Applicable limitations periods and filing deadlines are tolled from receipt of the notice until the condition is met. It does not prevent an eligible small-claims action, emergency relief, a legally protected report to an authority, or a filing necessary to preserve a claim before an applicable deadline. It does not eliminate a non-waivable right or require continued negotiation after the sixty-day period before a party may proceed.

17.2 Binding Individual Arbitration: Except for a consumer who timely opts out under Section 17.5, you and HDW agree that a dispute arising from or relating to these Terms or the Services will be resolved by binding individual arbitration rather than court. The arbitration is administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules and fee provisions. The Federal Arbitration Act governs the arbitration agreement. Arbitration proceedings will be conducted remotely by default, by videoconference or telephone, unless the AAA Consumer Arbitration Rules, applicable law, or a mutually agreed alternative requires otherwise. The seat of arbitration is New York County, New York.

Either party may bring an eligible individual claim in small-claims court while it remains in that court. Either party may seek individual temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction to protect intellectual-property rights, prevent unauthorized access to systems or data, or address another claim that law does not permit to be arbitrated. A statutory or public-injunctive-relief claim is handled as required by applicable law. These limited court paths do not waive arbitration of an otherwise arbitrable claim.

17.3 Standalone Individual-Proceeding Waiver:
TO THE MAXIMUM EXTENT LAWFUL, YOU AND HDW MAY BRING A CLAIM AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, PRIVATE-ATTORNEY-GENERAL, OR OTHER GROUP PROCEEDING. NO COURT OR ARBITRATOR MAY CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS EXCEPT TO THE EXTENT LAW REQUIRES. THIS IS A STANDALONE LITIGATION PROVISION, NOT A TERM OR CONDITION OF THE ARBITRATION AGREEMENT. A VALID ARBITRATION OPT-OUT UNDER SECTION 17.5 DOES NOT OPT YOU OUT OF THIS INDIVIDUAL-PROCEEDING WAIVER.

This waiver does not prohibit common or coordinated representation of separate individual claims or their administration under Section 17.4. It does not restrict a claim, form of relief or proceeding that applicable law makes non-waivable, including public injunctive relief to the extent protected by applicable law.

17.4 Coordinated Filings:
This Section applies if twenty-five (25) or more arbitration demands raising substantially similar claims are filed against HDW within one hundred eighty (180) days by or with the assistance of the same counsel or a coordinated group of counsel (a "Coordinated Filing"). (a) The AAA Mass Arbitration Supplementary Rules and the related AAA fee schedule govern administration. (b) Each Notice of Dispute and each demand must be signed personally by the claimant, and the conference under Section 17.1 must be individualized. (c) The demands are grouped into batches of no more than one hundred (100) in the order their Notices of Dispute were received, any remainder forming a final batch; one arbitrator is appointed for each batch, one set of filing and administrative fees is due per side per batch, and each claim within a batch is decided individually on its own facts. (d) Batches proceed one at a time in sequence; batches not yet in arbitration are held in abeyance, and applicable limitations periods and filing deadlines are tolled for a held claim from receipt of its Notice of Dispute until its batch begins. (e) A claimant whose demand has not had a pre-hearing conference within two (2) years after the latest-filed demand in the Coordinated Filing may instead proceed individually in court under Section 18, subject to Section 17.3. (f) HDW pays the AAA administrative and arbitrator fees above the amount the claimant would pay to file the claim in court. The arbitrator appointed for a batch, and not a court, decides whether this Section applies and how it is administered. If any part of this Section is held unenforceable as to a claim, the remainder of Section 17 and the AAA Mass Arbitration Supplementary Rules continue to apply to that claim.

17.5 Arbitration Opt-Out:
A first-time consumer account holder may opt out of the arbitration agreement in Section 17.2 by sending an Arbitration Opt-Out Notice to support@heydowhat.com or through the opt-out form at heydowhat.com/legal/arbitration-opt-out within thirty (30) calendar days after that consumer first affirmatively accepts these Terms. The notice must state the consumer's full legal name, account email, and clear intent to opt out. A timely valid opt-out means neither party may compel that consumer to arbitrate a claim under these Terms; an individual court claim may proceed subject to Section 18, applicable law, and the standalone individual-proceeding waiver in Section 17.3. The opt-out period does not reset after a later Terms update, and an opt-out does not affect another provision of these Terms.

17.6 Delegation:
A court of competent jurisdiction decides whether the parties formed an arbitration agreement, whether they agreed to this delegation provision, which agreement controls if allegedly applicable agreements conflict, the validity of a claimed arbitration opt-out, the enforceability of the standalone individual-proceeding waiver, and any other issue applicable law reserves to a court. Subject to those matters and the AAA's authority under its applicable rules, the arbitrator has exclusive authority to decide disputes about the interpretation, applicability, scope and enforceability of the arbitration agreement.

17.7 Jury Trials:
Arbitration is decided by an arbitrator and not a judge or jury. A consumer who validly opts out of arbitration does not waive the right to a jury trial in an individual court action.

17.8 Severability:
If a provision in this Section 17 is found invalid or unenforceable, it will be severed or limited only to the extent necessary and the remaining provisions will remain effective to the maximum extent lawful. Invalidity of the standalone individual-proceeding waiver does not automatically void the arbitration agreement, and invalidity of the arbitration agreement does not automatically void the standalone individual-proceeding waiver.

17.9 Survival:
This Section 17 survives suspension, termination, deactivation, deletion of an account, discontinuation of the Services, and termination of these Terms, subject to Section 34.

17.10 Limitation Period:
To the extent permitted by applicable law, a claim arising from or relating to these Terms or the Services must be filed, in arbitration or in a court permitted under this Section 17, within one (1) year after it accrues, or it is permanently barred. This period is tolled as provided in Sections 17.1 and 17.4 and does not shorten a limitation period that applicable law makes non-waivable.

18. Governing Law and Venue

18.1 Governing Law:
These Terms and any dispute arising out of or related to the Services shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-law principles. This provision applies notwithstanding the arbitration requirements in Section 17.

18.2 Exclusive Venue:
For a claim permitted to proceed in court under Section 17, other than an eligible individual small-claims action or a proceeding for which applicable law requires another forum, you and HDW agree that the state and federal courts located in New York County, New York, shall have exclusive jurisdiction to the extent permitted by applicable law. You and HDW consent to the personal jurisdiction of those courts and waive an objection based on inconvenient forum to that extent.

19. Termination

19.1 Suspension or Termination by HDW:
HDW may restrict, suspend, limit or terminate your account or access to the Services, or take other lawful protective action, for any of the following:

• Security concerns;
• Legal or regulatory compliance;
• Suspected fraud, abuse, or misuse;
• Operational or technical necessity; or
• Violation of these Terms,

subject to applicable law and accrued Booking and Wallet rights.

Upon termination, HDW may delete account information and User Content subject to its Privacy Policy, lawful retention obligations, and the need to preserve records for a dispute, fraud review, or legally required right. Termination does not eliminate an unredeemed Product, Wallet value, or remedy that these Terms or applicable law requires HDW to preserve.

19.2 Termination by User:
You may terminate your account at any time by contacting Customer Support at support@heydowhat.com. Termination does not itself create a refund or cash-payment right, but it also does not eliminate a return, Wallet treatment, or other remedy required by Sections 5 and 11, the Refund Policy, or applicable law.

20. Supplemental Terms and Service-Specific Agreements

20.1 Issuance of Supplemental Terms: HDW may make available additional terms for specific services, features, programs or promotions ("Supplemental Terms"). Supplemental Terms are supplemental to these Terms and incorporate these Terms by reference in their entirety. The Merchant agreement and the Partner Program Agreement are not Supplemental Terms.

20.2 Acceptance: Supplemental Terms bind you when you accept them, or when you use the service they govern after reasonably conspicuous notice that use signifies agreement, to the extent permitted by applicable law. HDW may rely on its records of your acceptance to establish the terms in effect between you and HDW.

20.3 Order of Precedence: Where more than one HDW agreement or term applies to the same matter, the following order of precedence governs, from highest to lowest:

• an individually negotiated written agreement signed by authorized representatives of both parties;
• offer-specific or promotion-specific terms, and any Schedule to an agreement between you and HDW, for the specific offer, promotion, transaction, or matter they expressly govern;
• Supplemental Terms, for the specific service, feature, or program they expressly govern;
• these Terms; and
• informational policies published by HDW, only to the extent these Terms or any Supplemental Terms expressly give them contractual effect.

20.4 Scope and Construction of Conflicts: A higher-ranked instrument under Section 20.3 prevails over a lower-ranked instrument only with respect to the specific matter it expressly governs, and only to the minimum extent necessary to resolve the conflict. Where two or more Supplemental Terms of equal rank conflict, the Supplemental Terms governing the more specific service, feature, or program prevail; where they are equally specific, the most recently accepted prevail, unless the applicable Supplemental Terms expressly provide otherwise.

20.5 Dispute Resolution and Governing Law Are Not Modifiable by Supplemental Terms: Notwithstanding Sections 20.3 and 20.4, no Supplemental Terms modify, supersede, or create an alternative to the dispute resolution, arbitration, arbitration administrator or rules, governing law, venue, or standalone individual-proceeding waiver provisions of these Terms. All disputes arising out of or relating to any Supplemental Terms, including disputes concerning their formation, validity, interpretation, performance, breach, or enforceability, are resolved under Sections 17 and 18, which are incorporated into every Supplemental Term by reference, subject to a valid arbitration opt-out and applicable law.

20.6 Access Conditionality: Access to any service, feature, or program governed by Supplemental Terms is conditioned on your prior acceptance of the applicable Supplemental Terms.

21. Intellectual Property and Feedback

21.1 HDW Ownership and Proprietary Rights:
"HDW IP" means the content, features and functionality of the Platform to the extent owned by HDW or licensed to HDW for the applicable use, including the HDW name, trademarks, logos, service marks, software, source code, object code, databases, designs, interfaces, graphics, text, images, video, audio, HDW's own AI models, proprietary algorithms, data structures and the Platform's look and feel. HDW and its licensors retain their respective intellectual-property rights. Nothing in these Terms grants you ownership of HDW IP.

21.2 Restrictions on Use:
Except as permitted by these Terms, an applicable license, an authorized Platform function or HDW's prior written consent, you must not, or authorize another person to:

• Copy, modify, distribute, sell, lease or license HDW IP;
• Reverse engineer, decompile or attempt to extract the source code or underlying algorithms of the Services;
• Create derivative works from the Services;
• Remove, obscure or alter copyright, trademark or other proprietary-rights notices; or
• Use HDW's trademarks or trade dress with a product or service not provided by HDW in a manner likely to cause confusion.

21.3 Copyright Notices and Counter-Notices:
The Copyright Policy & DMCA Notices identifies HDW's Copyright Agent, governs infringement notices, counter-notices, removal and restoration, and the termination of repeat infringers in appropriate circumstances, and is incorporated into these Terms for that purpose.

21.4 Feedback:
"Feedback" means suggestions or ideas you voluntarily provide to HDW about improving or developing the Services. To the extent you own or are authorized to license rights in that Feedback, you grant HDW a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable and transferable license to use, reproduce, modify, distribute, commercialize and otherwise exploit it for any lawful purpose, without compensation, attribution or accounting, unless a separate binding agreement provides otherwise. To the extent permitted by law, you waive moral rights in Feedback. Feedback is non-confidential.

22. Entire Agreement

These Terms, together with the Supplemental Terms validly accepted under Section 20 and other transaction-specific terms or agreements validly incorporated for the matter they govern, constitute the entire agreement between you and HDW within their applicable scope. They supersede prior agreements and understandings on the same subject.

23. Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations under them, by operation of law or otherwise, without HDW's prior written consent, except to the extent applicable law requires otherwise. An attempted transfer in violation of this restriction is ineffective to the extent permitted by applicable law.

HDW may assign or transfer these Terms and its rights and obligations, subject to applicable law and accrued rights. HDW may delegate performance of its obligations. These Terms bind and benefit the parties and their permitted successors and assigns.

24. No Waiver

HDW's failure to enforce a right or provision does not by itself waive future enforcement. A waiver by HDW is effective only in a writing signed by an authorized HDW representative. Except as these Terms provide otherwise, remedies are cumulative.

25. Severability and Interpretation

If a court of competent jurisdiction or an arbitrator finds any provision of these Terms to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions will remain in full force and effect. If a provision cannot be enforced at all, it will be severed from these Terms and the remainder will continue in full force and effect.

As used in these Terms, the word "including" means "including without limitation." Section headings and parenthetical descriptions are for convenience only and do not affect the interpretation of these Terms.

26. Accessibility

26.1 Platform Accessibility:
If you have difficulty accessing the Platform, contact support@heydowhat.com.

26.2 Physical Merchant Accessibility:
Merchants are responsible for the accessibility of their premises, Products, policies and service practices and for the accessibility laws applicable to their operations. HDW does not promise routine inspection or verification of a Merchant location's physical accessibility or guarantee a particular accommodation. If you have specific accessibility needs, contact the Merchant through an appropriate method before purchase to confirm the relevant information and arrangements.

27. Privacy Rights

HDW's collection, use, disclosure, retention, and privacy-rights request process are governed by the Privacy Policy.

28. Survival

Termination of your account or these Terms does not affect rights or liabilities that accrued before termination. Provisions that by their nature should survive will survive, including Sections 4 (Marketplace Role), 5 (Marketplace Rules, Wallet, and Platform Integrity), 6 (Payments, Fees, and Payment Issues), 10 (User-Generated Content), 11.6 (Determinations), 12 (Community Safety and User Interaction), 13 (Third-Party Services), 14 (Indemnification), 15 (Disclaimers), 16 (Limitation of Liability), 17 (Dispute Resolution), 18 (Governing Law and Venue), 20 (Supplemental Terms), 21 (Intellectual Property and Feedback), and 32 (Notices).

29. Contact

Email: support@heydowhat.com
Mail:
HeyDoWhat LLC
418 Broadway STE R
Albany, NY 12207
USA

30. Queue and Waitlist Services

30.1 The Queue Service:
"Queue Service" means HDW's virtual queue and waitlist features.

30.2 Governed by the Queue Terms:
The Queue Service is governed by applicable HDW Queue Terms, which are Supplemental Terms for the purposes of Section 20.

30.3 Wait Times Are Estimates:
Displayed wait times are estimates; HDW does not guarantee a wait time or that you will be served.

30.4 Merchant-Operated:
Each Merchant operates its own service, seats its own parties, and controls the speed and order in which it serves them. HDW does not seat parties and is not responsible for a Merchant's acts or omissions, including a failure to honor queue order or your entry.

31. Electronic Communications and Electronic Signatures (E-SIGN Consent)

31.1 Consent to Electronic Records:
You agree to the use of electronic agreements, notices, disclosures, authorizations, acknowledgments, receipts, statements and other records concerning the Services (collectively, "Communications"), subject to this Section and applicable law. This consent covers those categories during your relationship with HDW. HDW may provide Communications by email to your account address, within the Platform, at the point of a transaction, or through another lawful electronic method consistent with the applicable notice and delivery requirements.

31.2 Electronic Signatures:
Clicking "I Agree," "Accept" or a similar control, or otherwise indicating assent electronically, is your electronic signature and has the same effect as a handwritten signature.

31.3 Hardware and Software Requirements:
To access and retain Communications you need a device with internet access, a current version of a commonly used web browser, a valid email address, and the ability to view, download, save and print documents in common formats, including HTML and PDF. If a change to these requirements creates a material risk that you cannot access or retain a subsequent electronic record covered by a consent governed by the consumer-disclosure requirements of applicable law, HDW will provide the revised requirements and explain your right to withdraw consent without a withdrawal fee or an undisclosed condition or consequence. Before relying on electronic delivery in the changed format, HDW will obtain any renewed electronic consent or confirmation required by applicable law in a manner that reasonably demonstrates access to that format.

31.4 Withdrawing Consent:
You may withdraw consent to electronic delivery of records covered by applicable consumer electronic-delivery law by emailing support@heydowhat.com. Withdrawal takes effect within a reasonable period after receipt and does not invalidate records lawfully provided before it takes effect. If you withdraw consent, HDW may restrict the Services or close your account to the extent lawful.

31.5 Requesting a Paper Copy:
For a record covered by applicable consumer electronic-delivery law, you may request a paper copy at support@heydowhat.com; HDW may charge a reasonable fee for a paper copy, except where applicable law requires a free copy. Requesting a paper copy does not by itself withdraw electronic-delivery consent.

31.6 Keeping Your Information Current:
You must keep your email address and other contact information current, through your account or by emailing support@heydowhat.com, and maintain access to the email account associated with your HDW account.

32. Notices

32.1 Notices to You:
HDW may provide ordinary notices through lawful electronic methods, including text messages where permitted by applicable law and the SMS Terms. Subject to any more specific rule, such a notice is given when sent to your designated email address, displayed to you within the Platform, or published through the applicable posting method. A notice properly given is effective whether or not you read it.

32.2 Notices to HDW:
Except where these Terms specify another method, you must give HDW notice by email to support@heydowhat.com, or by mail to the address in Section 29. A notice to HDW is deemed given when actually received.

33. Force Majeure

33.1 Events Beyond Reasonable Control:
Subject to Section 33.2, HDW is not liable for, and is not in breach because of, a delay or failure of a particular obligation to the extent actually caused by an event beyond HDW's reasonable control. Such events may include acts of God, fire, flood, earthquake, severe weather or other natural disaster; epidemic or pandemic; war, terrorism, civil unrest or labor disturbance; governmental orders, laws, sanctions or embargoes; failure or unavailability of internet, telecommunications, wireless, hosting, cloud, payment-processing or other third-party services; power failure; cyberattack, denial-of-service attack or unauthorized third-party access; or a Merchant's or another third party's act or omission.

33.2 Effect:
HDW may suspend, limit or discontinue an affected Service. A force majeure event delays, but does not cancel, a refund or Wallet restoration HDW owes you.

34. Changes to These Terms and the Services

HDW may change, suspend or discontinue any part of the Services. HDW gives you reasonable advance notice before a material change to these Terms or to Supplemental Terms takes effect, except that a change required by applicable law or made to address security, fraud or legal risk takes effect when posted. A longer period applies where applicable law requires it. The notice states the effective date. Where HDW presents an updated version for your affirmative acceptance, that version applies when you accept it; continued use alone is not acceptance of that version. Otherwise, continued use after the effective date constitutes acceptance to the extent permitted by applicable law. A change does not retroactively govern a dispute already noticed, filed, or accrued; a completed transaction's cancellation or refund remedy; or In-App Credit or Reward Points already issued for a completed transaction, except where applicable law requires otherwise.