Arbitration: BINDING ARBITRARY/CLASS ACTION WAIVER: OUR ARBITRATION CLAUSE IS IMMEDIATELY EFFECTIVE EITHER THROUGH ACCEPTANCE OF THESE TERMS AND OTHER IMPORTANT TOPICS AND LEGAL CLAUSES. YOU AND iHug AGREE THAT THIS ARBITRARY CLAUSE IS BINDING BETWEEN YOU AND iHug AND/OR iHug’S PLATFORM-AS-A-SERVICE AND ANY OTHER AFFILIATES, SERVICES AND/OR PRODUCTS. ANY DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND iHug WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER TYPE OF SUIT EITHER DIRECTLY AND/OR INDIRECTLY THROUGH ANY AND ALL PARTIES, INCLUDING NOT ENTERING A COURT ROOM. A PARTY WHO DESIRES TO ARBITRATE MUST PROVIDE THE OTHER PARTY WITH THE WRITTEN DEMAND FOR ARBITRATION AS SPECIFIED IN THE SPECIFIC IN THE AAA RULES. (THE AAA PROVIDES A FORM OF DEMAND FOR ARBITRATION - CONSUMER ARBITRATION RULES AT WWW.ADR.ORG OR BY CALLING THE AAA AT (800) 778-7879) THE ARBITRATION WILL BE EITHER (1) A RETIRED JUDGE OR (2) AN ATTORNEY SPECIFICALLY LICENSED TO PRACTICE LAW IN THE STATE OF CALIFORNIA AND WILL BE SELECTED BY THE PARTIES FROM THE AAA'S ROSTER OF CONSUMER DISPUTE ARBITRATORS. IF THE PARTIES ARE UNABLE TO AGREE UPON AN ARBITRATOR WITHIN (7) DAYS OF DELIVERY OF THE DEMAND FOR ARBITRATION, THEN THE AAA WILL APPOINT THE ARBITRATOR IN ACCORDANCE WITH THE AAA RULES.
YOU ACKNOWLEDGE AND AGREE THAT, IN PERMITTING YOU TO UTILIZE THE iHug PLATFORM-AS-A-SERVICE, iHug IS ENTRUSTING YOU WITH SENSITIVE OR COMPETITIVE CONFIDENTIAL INFORMATION REGARDING, REFLECTING OR OTHERWISE RELATING TO iHug’S RESEARCH AND DEVELOPMENT, PRODUCT DEVELOPMENT PLANS, AND MARKETING AND OTHER BUSINESS STRATEGIES, INCLUDING ANY AND ALL INTELLECTUAL PROPERTY OF iHug (COLLECTIVELY, "CONFIDENTIAL INFORMATION"). YOU AGREE THAT ALL INFORMATION RELATING TO THE SERVICES FURNISHED TO, ACCESSED BY OR OTHERWISE LEARNED BY YOU CONSTITUTES CONFIDENTIAL INFORMATION PURSUANT TO THESE TERMS AND MAY BE USED BY YOU SOLELY TO ACCESS THE SERVICES AND/OR iHug PLATFORM-AS-A-SERVICE IN ACCORDANCE WITH THese terms. YOU AGREE THAT YOU WILL NOT USE CONFIDENTIAL INFORMATION IN ANY WAY, FOR YOUR OWN ACCOUNT OR THE ACCOUNT OF ANY THIRD PARTY. YOU AGREE NOT TO DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY OTHER PERSON OR ENTITY WITHOUT iHug’S PRIOR WRITTEN APPROVAL. YOU AGREE TO INFORM iHug PROMPTLY OF ANY ACTUAL OR SUSPECTED UNAUTHORIZED DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION IN VIOLATION OF THESE TERMS. YOU AGREE NOT TO ACCESS THE iHug PLATFORM-AS-A-SERVICE FOR THE SOLE PURPOSE OF STEALING INTELLECTUAL PROPERTY, IDEAS, SYSTEM OPERATIONS AND ANY OTHER PROCESSES TO BUILD A COMPETING PRODUCT AND/OR SERVICE BY YOU DIRECTLY AND/OR INDIRECTLY.
In addition, in connection with your use of the Services and/or iHug PLATFORM-AS-A-SERVICE, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Services and/or iHug PLATFORM-AS-A-SERVICE communication features in a manner that adversely affects the availability of its resources to other Users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," "phishing" or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Services and/or iHug’s platform-as-a-service by using framing, mirroring or similar navigational technology; (l) probe, scan, test the vulnerability of or breach the authentication measures of, the Services and/or iHug PLATFORM-AS-A-SERVICE or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Services and/or iHug PLATFORM-AS-A-SERVICE, or copy any content or information on the Services and/or iHug’s PLATFORM-AS-A-SERVICE; or (p) assist or permit any person in engaging in any of these activities.
iHug reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a User's access and/or account. iHug may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.
Right to Monitor: We reserve the right to monitor ANY use of the Services AT ANYTIME AT OUR SOLE DISCRETION TO INCLUDE BUT NOT lIMITED TO iHug WEBSITES, iHug PLATFORM-AS-A-SERVICE, iHug IOS APP(S), ANY DRIVeR ACTIVITY, CUSTOMERS AND ANY OTHER DATA at any time, in iHug’s sole discretion ANY ANYTIME.
Security: iHug uses the highest level of security protocols in the world within the iHug Platform using the following but not limited to Virtual Private Cloud (VPC), Private Zones (PZ), Cloud Formation, HTTP over TLS, SSH Tunneling, Micro Service Containers, Nginx Containers, Encryption at rest EC2 Instance with Encrypted Data Volumes, Isolation of decrypted data under Dedicated Tenancy Instances and other leading tools, methods and protocols. Our practice of security encrypts and protects your information to the highest level that only world leading technology companies use. Which leads our PLATFORM-AS-A-SERVICE to the encryption of all data, in motion and at rest, solid isolation of decrypted data from other programs running in the iHug’s cloud. We also vehemently check for updated exploits to learn new vulnerabilities so that we can update our protocols.
International Use: The iHug PLATFORM-AS-A-SERVICE is designed for and currently intended for United States BUSINESSES. IF YOU'RE AN INTERNATIONAL COMPANY, YOU HAVE NO RIGHTS TO ACCESS THE iHug PLATFORM-AS-A-SERVICE AS iHug HAS OPTED TO PRECLUDE INTERNATIONAL USE AT THIS TIME. iHug IS PROTECTED BY international copyrights, trademarks and patent rights under International Law through its filing within the United States Trademark and Patent Office. Accessing the Platform-as-a-Service from territories where the content is illegal is prohibited outside the U.S.
Electronic Contracting: Your use of the services includes the ability to enter into agreements and/or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreemen and intent to be bound by and pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on this service, including notices of cancellation, policies, contracts, and applications. In order to access and retain your electronic records, you may be required to have certain hardware and software, which is your sole responsibility.
Account: When you're invited to iHug'S PLATFORM-AS-A-SERVICE, you are required to create an account (“Account”) by providing certain information collected by iHug (collectively “Account Information”). To create an Account, you must be of legal age to form a binding contract. If you are not of legal age to form a binding contract, you may not register to use our Services. You agree that the Account Information that you provide to us at all times, including during registration and in any information you upload to the Site will be true, accurate, current, and complete. You may not transfer or share your account password with anyone, or create more than one Account. You are responsible for maintaining the confidentiality of your account password and for all activities that occur under your account. iHug reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of iHug'S PLATFORM-AS-A-SERICE and your account information. In no event and under no circumstances shall iHug be held liable to you for any liabilities or damages resulting from or arising out of your use of iHug'S PLATFORM-AS-A-SERVICE, your use of the Account Information or your release of the Account Information to a third party. You may not use anyone else’s account at any time.
Provision of Purchased Services: We will (a) make the Services and Content available to You pursuant to this Agreement, (b) provide applicable support SANDARDS for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by ANY PAYMENT PROCESSORS, DATABASE HOSTING, GPS API'S OR ANY OTHER TECHNOLOGY PLATFORMS, AND ANY circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-SFDC Application, ordenial of service attack.
RIGHTS TO DATA: We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity OF OUR DATA. Those safeguards will include, but will not be limited to:
- Access: As a customer, you manage access to your content and user access to iHug services and resources. We provide an advanced set of access, encryption, and logging features to help you do this effectively. ANY INFORMATION RECEIVED BY ANYONE CAN BE AccessED or useD BY iHug for any purpose without your consent.
With respect to your activity on the iHug Platform-as-a-service, you agree that you will not:
Impersonate any person or entity;
Stalk, threaten, or otherwise harass any person, or carry any weapons;
Violate any law, statute, rule, permit, ordinance or regulation;
Interfere with or disrupt iHug's Platform-as-a-service or the servers or networks connected to the iHug Platform;
Not to make any misrepresentation regarding iHug, the iHug's Platform-as-a-service;
Post information or interact in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), Defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
Use iHug's Platform-as-a-service in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
Post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through iHug's Platform-as-a-service;
“Frame” or “mirror” any part of the iHug Platform-as-a-service, without our prior “written authorization or use meta tags or code or other devices “containing any reference to us in order to direct any person to any “other web site for any purpose; or
Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of iHug's Platform-as-a-service or any software used on or for the iHug Platform;
Rent, lease, lend, sell, redistribute, license or sublicense iHug's Platform-as-a-service or access to any portion of iHug's Platform;
Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of iHug's Platform-as-a-service or its contents;
Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
cause any third party to engage in the restricted activities above.
- Storage: ALL IMAGES, TEXT, GPS COORDINATES AND OTHER DATA is stored ON VARIOUS SERVERS WITH VARIOUS SERVICE PROVIDERS.
- Security: We offer you strong encryption for your content in transit and at rest.
Disclosure of customer content: We do not disclose customer content unless we’re required to do so to comply with the law, or with a valid and binding order of a governmental or regulatory body. Unless we are prohibited from doing so or there is clear indication of illegal conduct in connection with the use of iHug'S products or services, iHug notifies customers before disclosing customer content so they can seek protection from disclosure.
- Security Assurance: We have developed a security assurance program that uses best practices for global privacy and data protection to help you operate securely within iHug, and to make the best use of our PLATFORM-AS-A-SERViCE. iHug MAY TAKE measures for preventing access, use, modification or disclosure of Your Data Except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law, or (c) ALL DATA receive AND STORED IN iHug'S PLATFORM-AS-SERVICE DATABASE BECOMES PROPERTY TO iHug WITHOUT RESTRICTION. iHug WORKS TO DELIVER SOFTWARE THAT CAN BETTER SERVICE CUSTOMERS AND THEIR EXPERIENCE.
INDEPENDENT BUSINESSES: YOU IRREVOCABLY AGREE YOUR BUSINESS, ANY AFFILIATES INCLUDING BUT NOT LIMITED TO FRIENDS, FAMILY, BUSINESS PARTNERS, CUSTOMERS, STAFF, EMPLOYEES, DRIVERS, AND/OR ANY OTHER PERSON(S) OR ENTITY(IES) DIRECTLY AND/OR INDIRECTLY ARE INDEPENDENT OF IHUG. YOU HEREBY AGREE THAT ALL LOCAL, STATE AND FEDERAL REGISTRATIONS, TRANSPORTATION NETWORK COMPANY INSURANCES, (TNC), RIDESHARE GAP INSURANCES, MASTER AUTO POLICY(IES), LICENSES, PERMITS, ANY OTHER INSURANCES, LIABILITY PROTOCOLS AND ANY OTHER REGULATORY REQUIREMENTS TO OPERATE ARE SOLELY AND WHOLLY YOUR RESPONSIBILITY. YOU FURTHER AGREE THAT IHUG IS A PLATFORM-AS-A-SERVICE AND ANY BUSINESS BUILDING, MARKETING, BRANDING, SALES AND ANY OTHER EFFORTS ARE YOUR SOLE RESPONSIBILITY AS IHUG IS A TECHNOLOGY AND SOFTWARE COMPANY OFFERING A PLATFORM-AS-A-SERVICE. YOU FURTHER AGREE TO DEFEND, INDEMNIFY, AND HOLD IHUG INCLUDING ITS affiliates, subsidiaries, parents, successors and assigns, and each of ITS respective officers, directors, employees, agents, or shareholders harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your USE OF THE PLATFORM-AS-A-SERVICE, including: your breach of this Agreement or your violation of any law or the rights of a third party. This INDEPENDENT BUSINESSES indemnity CLAUSE shall be applicable without regard to the negligence of any party, including any indemnified person.
iHug Does Not Provide Transportation Services: iHug DOES NOT PROVIDE TRANSPORTATION SERVICES AND iHug IS NOT A TRANSPORTATION CARRIER. IT IS UP TO THE THIRD-PARTY BUSINESS TO DECIDE WHETHER OR NOT TO OFFER A RIDE TO A RIDER CONTACTED THROUGH THE SERVICE, AND IT IS UP TO THE RIDER TO DECIDE WHETHER OR NOT TO ACCEPT A RIDE FROM ANY THIRD PARTY ORGANIZATION. ANY DECISION BY A USER TO OFFER OR ACCEPT TRANSPORTATION ONCE SUCH USER IS CONNECTED THROUGH THE SERVICE IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. iHug DOES NOT PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY MANNER AS A TRANSPORTATION CARRIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES OBTAINED BY YOU OR PROVIDED BY ANY THIRD PARTY ORGANIZATION USING THE SERVICES.
Insurance: iHug operates the Service to that allows users to connect rides between riders and third-party drivers using vehicles belonging to third-party organizations. You should consult the insurance policies of those organizations in the event of an incident. iHug does not carry or offer any insurance coverage for users.
Fees and Payment for PurchaseD Services: You will pay all fees specified in the four pricing tiers AND CUSTOM TIERS. Except as otherwise specified herein, (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. ALL TIERED ACCOUNTS ARE CHARGED A FlAT FEE OF 10% ON ALL TRANSACTIONS IN ADDITION TO THE MONTHLY PLATFORM ACCESS FEE. THESE FEES HELP MAINTAIN THE PLATFORM-AS-A-SERVICE, FUTURE FEATUReS AND FUNCTIONALITY TO BENEFIT YOU.
Overdue Charges: If any amount owed is not received by us by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals on payment terms shorter than standard length of time.
Suspension of Service and Acceleration: If any amount owing by you under this or any other agreement for our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized us to charge to your credit card), We may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, we will give you at least 10 days’ prior notice that your account is overdue.
Payment Disputes: You agree that you and your company or any other party will not commence a payment dispute WITH YOUR BANKING INSTITUTIoN OR CREDIT CARD COMPANY under any circumstance as you've agreed to the applicable charges that appear on your bank OR CREDIT CARD statement at time of sign up and agreement to these terms and conditions. In the event, you dispute any charges for any reason, you agree to reasonably and in good faith cooperate diligently to remove the dispute IMMEDIATELY.
CaNCELLATION: You CAN cANCEL SERVICE AT ANYTIME with prior written notice within 30 days, additionally iHug has the right to suspend or delete your account for any reason at anytime without notice.
Taxes: Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect taxes for which you are responsible under this section, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
Future Functionality: You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
NON-iHug PROVIDERS: YoU, We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-iHug Applications and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-iHug provider, product or service is solely between You and the applicable Non-iHug provider. We do not warrant or support Non-iHug Applications or other Non-iHug products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in A SALES RECEIPT.
Non-iHug Applications and Your Data: If You choose to use a Non-iHug Application with a Service, You grant Us permission to allow the Non-iHug Application and its provider to access Your Data as required for the interoperation of that Non-iHug Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non- Application or its provider.
Crawling Software: You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc. or "load testers" such as wget, apache bench, mswebstress, httpload, blitz, Xcode Automator, Android Monkey, etc., that accesses the iHug PLATFORM-AS-A-SERVICE in a manner that sends more request messages to the iHug servers in a given period of time than a human can reasonably produce in the same period by using the iHug PLATFORM-AS-A-SERVICE, and you are forbidden from ripping the content unless specifically allowed. Notwithstanding the foregoing, iHug grants the operators of public search engines permission to use spiders to copy materials from the website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. iHug reserves the right to revoke these exceptions either generally or in specific cases. While we don't disallow the use of sniffers such as Ethereal, tcpdump or HTTPWatch in general, we do disallow any efforts to reverse-engineer our system, our protocols, or explore outside the boundaries of the normal requests made by iHug PLATFORM-AS-A-SERVICE Users. We have to disallow using request modification tools such as fiddler or whisker, or the like or any other such tools activities that are meant to explore or harm, penetrate or test the site. You must secure our permission before you measure, test, health check or otherwise monitor any network equipment, servers or assets. You agree not to collect or harvest any personally identifiable information, including phone number, from the iHug PLATFORM-AS-A-SERVICE, nor to use the communication systems provided by the iHug PLATFORM-AS-A-SERVICE for any spam purposes. You agree not to spam, or solicit for commercial purposes, any Users of the Service.
Additional Services and Terms: Some of the Services we offer may be subject to additional Terms and Conditions. Your use of such Services is subject to those additional terms and conditions, which will be provided to you before the affected Services are provided. Any such additional terms and conditions are incorporated into this Agreement by reference.
Account Charges, Credit Card Billing and Additional Purchases: The iHug PLATFORM-AS-A-SERVICE hold multiple levels AND TIERS of service and charges for those services. Currently, all non-third party billing (if applicable) will be handled by Stripe®, Apple® or Google® (depending upon which service you use and which version of the application you download). In the future we may ask for payment information from you directly through the iHug platform-as-a-service and you will have the option to continue with Services or decline them at that time.
Through the Services, you may also be able to purchase certain goods or additional features or other Services designed to enhance the performance of the Application or the Services (“In App Purchase” “On Web Purchases). When you make an In App Purchase, you are doing so through Apple iTunes service and you are agreeing to Apple’s iTunes’ Terms and Conditions.
During your use of the iHug PLATFORM-AS-A-SERVICE and our Services, you also may occasionally be offered incentives or merchandise either directly from iHug or from third parties that are not In App Purchases. Those purchases, if you agree to them, may require you to provide credit card or other transaction data to us or to third party Providers in order to procure such items. We will only collect those details, if ever, for the sole purpose of fulfilling an order for Products or Services that you request. iHug may retain your credit card details in an encrypted Stripe platform.
Account Security: You are responsible for maintaining the confidentiality of your username and password that you designate during the sign process and you are fully responsible for all activities that occur under your username and password. You shall immediately notify us of any unauthorized use of your username or password or any other breach of security. iHug will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer or using unencrypted email to discuss private matters with any User within the iHug PLATFORM-AS-A-SERVICE, so that others are not able to view, record or intercept your password or other personal information. You have been informed of the risks of transmitting your personal information by an unsecured means.
Notice for Claims of Copyright Violations: If you believe that your work has been copied and posted on our website in a way that constitutes copyright infringement, you should provide our Copyright Agent with a written notice that sets forth the infringement details. To be effective, the notice must contain the following information:
a description of the copyrighted work that you believe has been infringed;
a description of the material that you claim is infringing the copyrighted work identified in #1, and a detailed description of where it is located on our iHug PLATFORM-AS-A-SERVICE;
Your address, telephone number, and email address;
a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
Please send the electronic communication to our Copyright Agent at the
We reserve the right, in appropriate circumstances and at our discretion, to terminate the privileges of any account holder who repeatedly infringes the copyrights or other intellectual property rights of others.
Disclaimers of Warranties: YOU USE THE SERVICES, INCLUDING PROVIDERS AND PROVIDERS’ SERVICES, AND THE iHug PLATFORM-AS-A-SERVICE AT YOUR OWN RISK. iHug EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, TIMELINESS OR EFFICACY OF THE CONTENT OF THE iHug PLATFORM-AS-A-SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY direct or indirect person(s) and/or entity. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE iHug PLATFORM-AS-A-SERVICE SERVICES, OUR WEBSITE, ANY Provider AND PROVIDERS AND THE CONTENT AND SERVICES AVAILABLE THROUGH THE FOREGOING IS ON AN “AS-IS”, “AS AVAILABLE” BASIS AND iHug SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. iHug DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS, OFFERINGS, CONTENT, AND MATERIALS AVAILABLE THROUGH THE iHug PLATFORM-AS-A-SERVICE OR OUR WEBSITE, INCLUDING WITHOUT LIMITATION THE AVAILABILITY, USE, OR RESULTS OF SERVICES PROVIDED BY ANY third party Provider. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN iHug’S LIABILITY AND RESPONSIBILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Limitation of Liability: YOU ACKNOWLEDGE AND AGREE THAT iHug SHALL NOT BE LIABLE TO YOU FOR WHOM YOU ARE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF iHug HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE iHugs platform-as-a-service, SERVICES OR WEBSITE; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OR THROUGH THE iHug PLATFORM-AS-A-SERVICE, SERVICES OR WEBSITE OR ANY WEBSITES LINKED TO THE iHug PLATFORM-AS-A-SERVICE OR WEBSITE, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SITE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE iHug PLATFORM-AS-A-SERVICE , SERVICES OR WEBSITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, iHug’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW, (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE IHUG PLATFORM-AS-A-SERVICE, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Stripe Connect Terms: You agree the iHug PLATFORM-AS-A-SERVICE will collect any and all payment transactions and information through Stripe Connect services for non-in-app purchases. You further agree to that we have full authority without restriction to collect, disburse and allocate any and all transactions at our sole discretion using the Stripe Connect Services on your behalf.
You give iHug full permission to initiate and manage any and all transactions, funds, and allocation that are collected by you, facilities, and Users for services they rendered from you for services you provide on a contracted basis. Using the Stripe Connect Services, you agree the iHug PLATFORM-AS-A-SERVICE will then calculate the weekly sum you earned and allocate such funds at our discretion to your Stripe Connect Account that you’ve connected your checking account and routing number.
You also agree to allow the iHug PLATFORM-AS-A-SERVICE to collect your personal identifiable information to inform Stripe who you are. iHug has a legal obligation to disclose your personal identifiable information to these financial companies as we are using their system for payment transactions. It also helps us to assist you in your management of the account.
As it pertains to the Stripe Connect Service, you agree that you are considered to Stripe a third-party. Third-party transactions are subject to taxes, fees and surcharges. These may and may not include, transaction fees, sales taxes, state taxes, federal taxes and other aggregate fees that the iHug PLATFORM-AS-A-SERVICE and Stripe do not regulate. You agree that we have full rights without limitation to report your income through a 1099.
About Stripe Connect — Connected Accounts: Thank you for using Stripe Connect. Stripe Connect allows third-party platform providers to help you create and administer your Stripe account, and may provide additional services directly to you or your customers. This agreement governs your use of Stripe Connect and describes how a platform provider may help you manage your Stripe account. Any platform provider that uses Stripe to accept payments or manage your Stripe account must inform you that it does so.
Stripe Connected Account Agreement: This Stripe Connected Account Agreement is a legal agreement (“Connected Account Agreement”) between you, the person or legal entity (including sole proprietors) that you identified to Stripe on the registration page or provided to a Connect Platform (“Connected Account” or “you”) and Stripe (“Stripe”). Your use of the Services is subject to your acceptance of the terms and conditions of this Connected Account Agreement. Your continued use of the Services represents your express consent to the terms and conditions contained in this Connected Account Agreement, including the Stripe Services Agreement (“Stripe Services Agreement”), and updates or modifications that may be made occasionally by Stripe. The Stripe Services Agreement may also incorporate separate agreements with financial services providers (each a “Financial Services Provider”).
This Connected Account Agreement governs your use of Stripe Connect and management of your Connected Account by Connect Platforms. This management includes use and administration of data about you or your transactions provided to Stripe (“Data”) and initiating Activity. As used in this Connected Account Agreement, any action submitted using the Stripe Connect API on behalf of a Connected Account is referred to as “Activity,” which includes initiating charges or Refunds, handling Chargebacks or disputes, and other functions available through Stripe Connect.
You represent to Stripe that all of the information that you provide to us directly or through the Connect Platform is accurate and complete, and that you are authorized to agree to this Connected Account Agreement on behalf of the Connected Account. You agree to the terms and conditions provided in this Connected Account Agreement and to the Stripe Services Agreement, and understand that your use of the Services and Stripe Connect are subject to your acceptance of these terms and conditions.
1. Relationship to Other Agreements: By using Stripe Connect, including the Services, you expressly agree to abide by the terms and conditions of this Connected Account Agreement, the Stripe Services Agreement, and to any updates or modifications to either of those documents that may occasionally be made by Stripe. The Stripe Services Agreement is incorporated into this Connected Account Agreement by reference as it relates to your use of the Services. This Connected Account Agreement contains additional terms and conditions relating to your use of the features of Stripe Connect made available to Connected Accounts. To the extent that there is a conflict between the Stripe Services Agreement and this Connected Account Agreement related to your use of Stripe Connect, this Connected Account Agreement will prevail. Nothing in this Connected Account Agreement alters the terms and conditions of agreements between you and Financial Services Providers. Any capitalized terms that are used but not defined in this Connected Account Agreement are defined in the Stripe Services Agreement.
2. Stripe Connect — Your Connected Account: Stripe Connect allows Connect Platforms to help you integrate Services into your site or application, and manage your Connected Account. When you sell your goods or services, or receive bona fide charitable donations through a Connect Platform that uses the Services, the Connect Platform may agree to perform obligations on your behalf, such as web development or hosting services, customer service, processing of refunds, handling consumer complaints, or other Activity. The specific things that a Connect Platform is agreeing to do for you, if any, are determined by your agreement with that Connect Platform. Stripe is not a Connect Platform, and only provides the Services described in this Connected Account Agreement and the Stripe Services Agreement. You do, however, appoint Stripe as one of your payments agents for the limited purposes of directing, receiving, holding and settling payment card proceeds to you, and you agree that Stripe’s receipt of payment processing proceeds satisfies your customers’ obligations to make payment to you.
3. Your Obligations: You agree to comply with all applicable laws or regulations, payment network rules (including the Network Rules), agreements with third parties that are binding on you, and this Connected Account Agreement (including the Stripe Services Agreement) when using Services. You are solely responsible for, and Stripe disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of Services, and any obligations you may owe to your customers or users. While you may agree to share some liability with the Connect Platform, you are financially liable to Stripe for Disputes, Chargebacks, Refunds, and any fines that arise from your use of the Services. These obligations are described in more detail in Section C of the Stripe Services Agreement.
Depending on the Connect Platform, you may have access to directly manage your Connected Account through the Stripe dashboard. If such access is made available to you, you are responsible for all actions taken on your Connected Account through the Stripe dashboard, including the initiation of Refunds or changing of depository bank information. Alternatively, the Connect Platform may manage your account on your behalf.
Your Connect Platform may choose to allow you to receive payment processing proceeds via settlement into a bank account connected to your debit card (“Instant Payout”). Your Connect Platform will let you know if there is a fee associated with your use of Instant Payouts. If you elect to use Instant Payouts, Stripe will attempt to settle your payment processing proceeds within minutes of receiving your request. Depending on your bank, it may take up to two business days for your payment processing proceeds to settle via Instant Payouts. We and your Connect Platform reserve the right to change or suspend Instant Payouts to you: (i) due to pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (ii) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (iii) where we are required by Law or court order.
4. Relationship to Connect Platforms: As part of your use of Stripe Connect, you understand and agree that Stripe and the Connect Platform will share some Data about you and Activity on your Connected Account. This may include information you provide to create your Connected Account to Stripe or the Connect Platform, or information about transactions submitted by your customers to Stripe. Connect Platforms will never have access to full credit card information provided by your customers. You understand and agree that Connect Platforms and Stripe can share such Data to provide services to you.
The pricing for your use of the Services with a Connect Platform will depend on your agreement with the Connect Platform. Pricing from the Connect Platform may include fees for your use of the Connect Platform’s services that are separate from fees owed for the Services. Stripe will receive fees for your use of the Services. The fees for the Services will not exceed the amounts posted on our web site. In addition, the Connect Platform may charge you fees for the services it provides you. You agree that Stripe will have the right to deduct both Stripe’s fees for Services and the Connect Platform fees specified to us by the Connect Platform. Stripe does not control and is not responsible for Connect Platform fees charged to you, which are based on your agreement with and use of the Connect Platform. All fees charged to you should be made clear to you in your agreement with each Connect Platform.
5. Limitations on Stripe’s Liability: Stripe is not responsible for the acts or omissions of any Connect Platform in providing services to you or your customers, nor is Stripe responsible for your obligations to your customers (including but not limited to properly describing the nature of or delivering the goods or services being sold to your customers). You are solely responsible for, and Stripe expressly disclaims all liability for, your complying applicable laws and obligations related to your provision the goods or services to your customers, or receipt of bona fide charitable donations. This may include providing customer service, notification and handling refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Stripe for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.
6. Other General Legal Terms: a. Term, Termination, and the Effects of Termination: The term of this Connected Account Agreement will begin when you register your Connected Account with a Connect Platform and will end when terminated by you or by Stripe, as described in this Connected Account Agreement. You may terminate this Connected Account Agreement at any time by providing notice to Stripe and immediately ceasing your use of Stripe Connect. However, if you commence using Stripe Connect again, you are consenting to this Connected Account Agreement. Stripe may terminate this Connected Account Agreement (a) where you are in breach of this Connected Account Agreement and fail to cure the breach upon 30 days’ notice by Stripe (such notice only being required if curing the breach is feasible); (b) upon 120 days’ notice for any reason; (c) where the Connected Account is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; or (d) where required to do so by demand of Financial Services Providers, the Card Networks, or under court or legal order.
Section 5 and all provisions giving rise to continuing obligations will survive termination of this Connected Account Agreement. As stated above, the Stripe Services Agreement governs your use of Services, so the termination of this Connected Account Agreement will not immediately trigger termination of the Stripe Services Agreement. All obligations in the Stripe Services Agreement will only be terminated when done so under the terms and conditions of the Stripe Services Agreement.
b. Governing Law, Disputes, and Interpretation: The provisions of the applicable Stripe Services Agreement governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Connected Account Agreement by reference. Headings are included for convenience only, and should not be considered in interpreting this Connected Account Agreement. This Connected Account Agreement does not limit any rights of enforcement that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Connected Account Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Connected Account Agreement will be deemed a further or continuing waiver of such term or any other term.
c. Right to Amend: Stripe may amend this Connected Account Agreement upon notice to you, which may be provided through email, the Stripe dashboard, and/or Stripe’s web site. You agree that any changes to this Connected Account Agreement will be binding on you within 7 days of such notice. If you elect to not accept the changes to this Connected Account Agreement, you must (a) provide notice to Stripe and (b) immediately cease using Stripe Connect. Where no such notice is provided or where you continue to use Stripe Connect, you agree that you are consenting to any such changes to the Connected Account Agreement.
d. Assignment: You may not assign or attempt to assign this Connected Account Agreement without the express consent of Stripe in advance. While we will generally consent to such an assignment where we consider it reasonable, we are not required to and will deny requests where such an assignment would violate this Connected Account Agreement (such as assignment to a prohibited business) or would pose a material risk to Stripe or our partners.
e. Entire Agreement: This Connected Account Agreement constitutes the entire agreement between you and Stripe with respect to Stripe Connect. Except where expressly stated in a separate agreement duly executed by Stripe, if there is any conflict between this Connected Account Agreement and any other Stripe agreement related to Stripe Connect, this Connected Account Agreement will prevail. Keep in mind, however, that with regard to your use of the Services for your own purposes (i.e. to receive payment for products or services you provide), the Stripe Services Agreement will prevail. These terms and conditions describe the entire liability of you and Stripe, and set forth your exclusive remedies with respect to Stripe Connect. If any provision of this Connected Account Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
Governing Law and Choice of Forum: This Agreement contains the final and entire agreement between us regarding your use of the iHug PLATFORM-AS-A-SERVICE Services for yourself, a member of your household or for any minor for whom you are responsible, and supersedes all previous and contemporaneous oral or written agreements regarding your use of the foregoing. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be construed to have the broadest interpretation, which would render it valid and enforceable. No amendments, modifications or waivers to this Agreement shall be valid unless in writing and signed by all Parties. We may discontinue or change the iHug PLATFORM-AS-A-SERVICE or its/their availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America applicable to contracts made entirely within California and wholly performed in California, without regard to any conflict or choice of law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement or in any way related to the iHug PLATFORM-AS-A-SERVICE will be an appropriate federal or state court located in Silicon Valley, California. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
Assignments: iHug may assign its rights and obligations under this Agreement. This Agreement will inure to the benefit of iHug’s successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.
General Clause: You may not assign these Terms whatsoever. iHug may assign these Terms without your consent to:
1 a subsidiary or affiliate;
2. an acquirer of iHug’s equity, business or assets; or
3. a successor by merger.
Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, iHug or any Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. iHug’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by iHug in writing.
Modification to the Agreement: We reserve the right to modify the terms and conditions of this Agreement at any time, effective upon posting the amended terms on this site. If we make changes, we will notify you by, at a minimum, revising the “Last Updated” date at the top of this Agreement. You are responsible for regularly reviewing this Agreement. Continued use of the iHug PLATFORM-AS-A-SERVICE of Services after any such changes shall constitute your consent to such changes. If you do not agree to any such changes you may not use or access the iHug PLATFORM-AS-A-SERVICE of Services.
Restricted Activities: With respect to your use of the iHug PLATFORM-AS-A-SERVICE and your participation in the Services, you agree that you will not:
impersonate any person or entity;
stalk, threaten, or otherwise harass any person, or carry any weapons;
violate any law, statute, ordinance or regulation;
interfere with or disrupt the Services or the iHug PLATFORM-AS-A-SERVICE or the servers or networks connected to the iHug PLATFORM-AS-A-SERVICE of Services;
Post Information or interact on the iHug PLATFORM-AS-A-SERVICE of Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal; use the iHug PLATFORM-AS-A-SERVICE in any way that infringes any third party’s rights, including but not limited to:
intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information; forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the iHug PLATFORM-AS-A-SERVICE; “frame” or “mirror” any part of the iHug PLATFORM-AS-A-SERVICE, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the iHug PLATFORM-AS-A-SERVICE or any software used on or for the iHug PLATFORM-AS-A-SERVICE of Services; rent, lease, lend, sell, redistribute, license or sublicense the iHug PLATFORM-AS-A-SERVICE or access to any portion of the iHug PLATFORM-AS-A-SERVICE of Services; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the iHug PLATFORM-AS-A-SERVICE or its contents; create liability for us by not following all rules, regulations and laws both locally and federally; link directly or indirectly to any other web sites; transfer or sell your user account, password and/or identification to any other party; or cause any third party to engage in the restricted activities above.
Proprietary Rights and Trademark License: All intellectual property rights in the iHug PLATFORM-AS-A-SERVICE shall be owned by us absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or Product names set forth in the iHug PLATFORM-AS-A-SERVICE are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of iHug. iHug shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
iHug logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of iHug in the United States and/or other countries (collectively, the “iHug Marks”). If you provide Services as a Provider, iHug grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the iHug Marks solely in connection with providing Services through the iHug PLATFORM-AS-A-SERVICE (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without iHug’s prior written permission, which it may withhold in its sole discretion. The iHug Marks may not be used in any manner that is likely to cause confusion.
You acknowledge that iHug is the owner and licensor of the iHug Marks, and that your use of the iHug Marks will confer no additional interest in or ownership of the iHug Marks in you but rather inures to the benefit of iHug. You agree to use the iHug Marks strictly in accordance with iHug’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that iHug determines to nonconforming or otherwise unacceptable.
You agree that you will not: Create any materials that incorporate the iHug Marks or any derivatives of the iHug Marks other than as expressly approved by iHug in writing; use the iHug Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the iHug Marks other than in accordance with the terms, conditions and restrictions herein; take any other action that would jeopardize or impair iHug’s rights as owner of the iHug Marks or the legality and/or enforceability of the iHug Marks, including, without limitation, challenging or opposing iHug’s ownership in the iHug Marks; apply for trademark registration or renewal of trademark registration of any of the iHug Marks, any derivative of the iHug Marks, any combination of the iHug Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the iHug Marks; use the iHug Marks on or in connection with any Product, service or activity that is in violation of any law, statute, government regulation or standard.
Violation of any provision of this License may result in immediate termination of the License, in iHug’s sole discretion. If you create any materials bearing the iHug Marks (in violation of this Agreement or otherwise), you agree that upon their creation iHug exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the iHug Marks or derivative works based on the iHug Marks. You further agree to assign any interest or right you may have in such materials to iHug, and to provide information and execute any documents as reasonably requested by iHug to enable iHug to formalize such assignment.
Copyright Complaints and Copyright Agent: iHug respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Services infringe upon your copyrights, please send the following information to iHug’s Copyright Agent at:
EMAIL ADDRESS: [email protected]
A description of the copyrighted work that you claim has been infringed, including specific location in the iHug PLATFORM-AS-A-SERVICE where the material you claim is infringed is located. Include enough information to allow iHug to locate the material, and explain why you think an infringement has taken place; a description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; your address, telephone number, and e-mail address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Disclaimers: The following disclaimers are made on behalf of iHug, our affiliates, and each of our respective officers, directors, employees, agents, shareholders and suppliers.
We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
We do not warrant that your use of the iHug PLATFORM-AS-A-SERVICE will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the iHug PLATFORM-AS-A-SERVICE will be corrected, or that the iHug PLATFORM-AS-A-SERVICE is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the iHug PLATFORM-AS-A-SERVICE.
We cannot guarantee that each User is who he or she claims to be. Please use common sense when using the iHug PLATFORM-AS-A-SERVICE. We agree to release ourselves of any responsibility, and we do not accept responsibility or liability for any content, communication or other use or access of the iHug PLATFORM-AS-A-SERVICE by any persons who are in violation of this Agreement. We encourage you to communicate directly with each potential user prior to engaging in arranged services.
This paragraph applies to any version of the iHug PLATFORM-AS-A-SERVICE and/or any version of the iHug ios app that you acquire from the Apple App Store. This Agreement is entered into between you and iHug. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the iHug PLATFORM-AS-A-SERVICE. iHug, not Apple, is solely responsible for the iHug PLATFORM-AS-A-SERVICE and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference the Licensed Application End User License Agreement published by Apple at https://www.apple.com/legal/internet-services/itunes/appstore/dev/stdeula/, for purposes of which, you are “the end-User.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
Indemnity: You will defend, indemnify, and hold us and our affiliates and each of our respective officers, directors, employees, agents, investors, shareholders and suppliers harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the iHug PLATFORM-AS-A-SERVICE, including:
Your breach of this Agreement or the documents it incorporates by reference; your violation of any law or the rights of a third party, including, without limitation, any user as a result of your own interaction with such third party; any allegation that any materials that you submit to us or transmit through the iHug PLATFORM-AS-A-SERVICE or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party. This indemnity shall be applicable in all States across the U.S. without regard to the negligence of any party, including any indemnified person.
Additional Limitations of Liability: In no event will we, our affiliates, or each of our respective officers, directors, employees, agents, investors, shareholders or suppliers, be liable to you for any incidental, special, punitive, consequential, or indirect damages (including, but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the iHug PLATFORM-AS-A-SERVICE, service interruptions, or for the cost of procurement of substitute Services) arising out of or in connection with the iHug PLATFORM-AS-A-SERVICE, the Services, or this AgreemenT. We will not be liable for any damages, direct, indirect, special, punitive, incidental and/or consequential (including, but not limited to physical damages, bodily injury, death and/or emotional distress and discomfort) arising out of your communicating with or meeting other Users through the iHug PLATFORM-AS-A-SERVICE, even if we or our agents or representatives know or have been advised of the possibility of such damages. Certain jurisdictions may not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.
Release: In the event that you have a dispute with one or more Users, you agree to release iHug (including our affiliates and each of our respective officers, directors, employees, agents, investors, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or to your use of the iHug PLATFORM-AS-A-SERVICE. Furthermore, you expressly waive any rights you may have under Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin and Wyoming Civil Code Section 1542 (or analogous laws of other states), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” We reserve the right, but have no obligation, to monitor disputes between you and other Users.
Term and Termination: This Agreement is in full effect beginning 01/01/2018 to anyone who navigates the PLATFORM-AS-A-SERVICE, IOS APP(S), Software, website and/or any other Services. Also, upon your creation of a user account, as amended by any modifications made pursuant to Section 1. You may discontinue your use of the iHug PLATFORM-AS-A-SERVICE at any time, for any reaso. Furthermore you must cancel your subscription per Cancellation policy stated above. We may suspend or deactivate your user account, or revoke your permission to access the iHug PLATFORM-AS-A-SERVICE, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the iHug PLATFORM-AS-A-SERVICE to any User for any reason not prohibited by law. Either party may terminate the agreement for any reason upon written notice to the other party.
Arbitration, Class Waiver, and Jury Waiver: PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY. YOU WILL BE REQUIRED TO ARBITRATE DISPUTES WITH iHug, AND LIMIT THE MANNER IN WHICH, IF ANY, YOU CAN SEEK RELIEF FROM US.
Applicability of Arbitration Agreement: All claims and disputes arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and iHug are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful claims.
Additional Rules for Non-appearance Arbitration: If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
Authority of the Arbitrator: The arbitrator will decide the rights and liabilities, if any, of you and iHug. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and iHug Inc.
Waiver of Jury Trial: YOU AND IHUG WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and iHug are instead electing to have claims and disputes resolved by arbitration per binding arbitrary clause. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and iHug over whether to vacate or enforce an arbitration award, YOU AND IHUG WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions: ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE Provider, BUSINESS OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER Provider, BUSINESS OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Governing Law and Choice of Forum section.
Confidentiality: No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Right to Waive: Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
Small Claims Court: Notwithstanding the foregoing, either you or iHug may not bring an individual action in small claims court.
Arbitration Agreement Survival: This arbitration agreement in conjunction with the BINDING ARBITRARY/CLASS ACTION WAIVER and will survive the termination of your relationship with iHug for an indefinite amount of time.
Confidentiality: You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to iHug’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by iHug for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of iHug in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to iHug with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by iHug or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of iHug; becomes known to you, without restriction, from a source other than iHug without breach of this Agreement by you and otherwise not in violation of iHug’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to iHug to enable iHug to seek a protective order or otherwise prevent or restrict such disclosure.
No Agency: You and iHug are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
Notices and Complaints: Except as explicitly stated otherwise, any notices to iHug shall be given by email to:
Such notice shall be deemed given three days after the date of emailing. Any notices to you shall be provided to you through the iHug PLATFORM-AS-A-SERVICE or given to you via the email address you provide to iHug during the registration process, and such notice shall be deemed given immediately upon sending.
General: This Agreement shall be governed by the laws of the State of California, Santa Clara County without regard to choice of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be updated in good faith so all provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by iHug, in our sole discretion in accordance with the “Notices” section of this Agreement. Headings are for reference purposes only and in no-way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and iHug with respect to the subject matter hereof.
Non-Disclosure: You and iHug agree to the following non-disclosure when interacting with iHug's Platform, Software, and iHug's employees, officers, board members, contractors, suppliers and other personnel:
Company Reference: Information related, but not limited to, trade secrets of the Company, confidential information, project information, patent material and any other tangible, non-tangible company information.
The Company possesses competitively valuable Confidential Information (as hereinafter defined) regarding its current products, future products, research and development, and general business operations. Recipient may enter or has entered into a business relationship with the Company and in connection therewith may need to review or use the Company's Confidential Information and Materials or to create new Confidential Information and Materials for the Company. This fully binding non-disclosure agreement and any agreements and/or contracts that are signed between iHug and Recipient supersedes any pre-existing or future employment agreements, non-compete agreements, non-disclosure agreements or any other signed agreements with any other party except iHug, all prior documents signed in relation to iHug with Recipient will remain in full effect and work in conjunction with this agreement, after said Recipient signs this agreement. In consideration of the promises and covenants contained in this Agreement and the disclosure of Confidential Information and Materials from the Company to the Recipient, the parties hereto agree as follows:
1. Confidential Information and Materials
(a) "Confidential Information" shall mean any nonpublic information discussed at anytime before or after this agreement, private information that’s within the Company that the Company specifically marks and designates, or loosely disclaims as confidential, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential. "Confidential Information" includes, but is not limited to, product schematics or drawings, descriptive material, specifications, software (source code or object code), trade secrets, decisions, inside information, sales and customer information, the Company's business policies or practices, information received from others that the Company is obligated to treat as confidential and other materials and information of a confidential nature.
(b) "Confidential Information" shall not include any materials or information which the Recipient shows:
(i) is at the time of disclosure generally known by or available to the public; or
(ii) is furnished by the Company to third parties without restriction; or
(iii) is furnished to the Recipient by a third party who legally obtained said information and the right to disclose it; or
(c) is developed independently by the Recipient either before or after the term of the Recipient’s engagement with the Company, where the Recipient can document such independent development.
(d) "Confidential Materials" shall mean all tangible materials containing Confidential Information, including without limitation drawings, schematics, written or printed documents, USB drives, zip files, electronics files, computer disks, compact disks (CD) and all others, whether machine or user readable.
(a) Recipient shall not disclose any Confidential Information to third parties without the prior written authorization of the Company. Notwithstanding the foregoing, Recipient shall not at any time disclose to any third party any Confidential Information comprising a trade secret of the Company or any Confidential Information of any other party to whom the Company owes an obligation. However, Recipient may disclose Confidential Information in accordance with judicial or other governmental orders, provided Recipient shall give the Company reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.
(b)Recipient shall not use any Confidential Information or Confidential Materials of the Company for any purposes except those expressly contemplated hereby or as authorized by the Company.
(c) Recipient shall take reasonable security precautions, which shall in any event be as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Recipient shall maintain appropriate written agreements with its employees, consultants, parent, subsidiaries, affiliates or related parties, who receive, or have access to, Confidential Information through electronic storage, sufficient to enable it to comply with the terms of this Agreement.
(d) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Recipient's business relationship with the Company, and only as otherwise provided hereunder. Recipient agrees to segregate all such Confidential Materials from the confidential materials of others to prevent commingling.
3. Rights and Remedies
(a) Recipient shall notify the Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Recipient, and will cooperate with the Company in every reasonable way to help the Company regain possession of the Confidential Information and/or Confidential Materials and prevent further unauthorized use or disclosure.
(b) Recipient shall return all originals; copies, reproductions and summaries of Confidential Information and/or Confidential Materials then in Recipient's possession or control at the Company's request or, at the Company's option, certify destruction of the same.
(c) Recipient acknowledges that monetary damages may not be a sufficient remedy for damages resulting from the unauthorized disclosure of Confidential Information and that the Company shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. In the event any third-party who has direct or indirect connection with Recipient involved in monetary damages that are a result of continuing to disclose unauthorized Confidential Information, the Company shall have the full rights and entitlement to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
(a) All Confidential Information and Confidential Materials are and shall remain the sole and exclusive property of the Company. By disclosing information to Recipient, the Company does not grant any express or implied right to Recipient to or under the Company patents, copyrights, trademarks, or trade secret information. Any information that’s given, disclosed, communicated or otherwise expressed by Recipient that shape, enhance, evolves or otherwise shall remain the sole and exclusive property of the Company.
(b) All Confidential Information and Materials are provided "AS IS" and the Company makes no warranty regarding the reliability of such information or materials. The Company does not warrant that it will release any product concerning which information has been disclosed as a part of the Confidential Information or Confidential Materials. The Company will not be liable for any expenses or losses incurred or any action undertaken by the Recipient as a result of the receipt of Confidential Information or Confidential Materials.
(c) Recipient agrees that it shall adhere to all U.S. Export Administration laws and regulations and shall not export or re-export any technical data or products received from the Company or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration Regulations unless properly authorized by both the Company and the U.S. Government.
(d) This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties.
(e) None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Company, its agents, or employees but only by an instrument in writing signed by an authorized officer of the Company. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement shall not constitute waiver of such provision or any other provisions of this Agreement.
(f) If any action at law or in equity is necessary to enforce or interpret the rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.
(g) This Agreement shall be construed and governed by the laws of the State of California, and both parties further consent to jurisdiction by the state and federal courts sitting in the State of California.
(h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.
(i) All obligations created by this Agreement shall survive change or termination of the parties' business relationship.
This Agreement is effective on/and after the Effective Date, and shall remain in effect throughout the term of your employment, partnership, affiliation and other connections with the Company and for a period of thereafter in the following areas U.S. and Internationally. Limitations of this Agreement.
This Agreement is not a contract of employment. Neither You nor the Company are obligated to any specific term of employment. This Agreement is not limited to the subject matter of covenants not to compete or solicit as described in this Agreement. Covenant Not to Compete. You agree that at no time during the term of your employment, partnership, affiliation and any other connection with the Company will you engage in any business activity which is competitive with the Company nor work for any company which competes with the Company.
For a period of twenty (20) year immediately following the termination of your employment, partnership, affiliation and any other connection You will not, for yourself or on behalf of any other person or business enterprise, engage in any business activity which competes with the Company within the U.S. and/or Internationally in which you were employed, partnered, affiliated and connected in any other way.
5. Non-solicitation. During the term of your employment, partnership, affiliation and any other connection for a period of twenty (20) years immediately thereafter, you agree not to solicit any employee or independent contractor or any other party of the Company on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with the Company to terminate or breach an employment, contractual or other relationship with the Company.
6. Soliciting Customers After Termination of Agreement. For a period of twenty (20) years following the termination of your employment, partnership, affiliation and any other connection and your relationship with the Company, you shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the Company or any other information pertaining to them. Neither shall you call on, solicit, take away, or attempt to call on, solicit, or take away any customer of the Company on whom You have called or with whom You became acquainted during the term of your employment, partnership, affiliation and any other connection as the direct or indirect result of your employment, partnership, affiliation and any other connection with the Company.
7. Injunctive Relief. You hereby acknowledge (1) that the Company will suffer irreparable harm if You breach your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate the Company for such a breach. Therefore, if You breach any of such provisions, then the Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
8. Severable Provisions. The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
9. Modifications. This Agreement may be modified only by a writing executed by both You and the Company. Prior Understandings. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes and/ all prior understanding, agreements, or representations as to non-compete with any other party. Any prior agreements signed and dated will be held up in a court of law in conjunction with this agreement including all signed appendix, including a and b.
10. Waiver. Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act. Jurisdiction and Venue. This Agreement is to be construed pursuant to the laws of the State of California. You agree to submit to the jurisdiction and venue of any court of competent jurisdiction in Santa Clara County, California without regard to conflict of law’s provisions, for any claim arising out of this Agreement. As a condition of my being a contributor to iHug, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my relationship with the Company, I agree to the following:
11. The Relationship. Any relationship between the Company and me, whether commenced prior to or upon the date of this Agreement, shall be referred to herein as the “Relationship.” I acknowledge that the Company is relying on my commitment to the obligations set forth herein. I acknowledge, however, that this Agreement does not impose on the Company any obligation to employ me for any period of time and that, except as provided in any written agreement to the contrary, my relationship can be terminated at will by the Company. My obligations hereunder shall be in addition to the obligations contained in any written agreement between me and the Company or any written policies promulgated by the Company.
12. Proprietary Information.
(a) Company Information. I agree at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the CEO/Founder of the Company, any Proprietary Information of the Company that I obtain or create. I agree to hold the Proprietary Information confidential indefinitely after termination of the Relationship. I also agree to hold confidential any trade secrets for an indefinitely period. I further agree not to make copies of such Proprietary Information except as authorized by the Company. I understand that “Proprietary Information” means any Company proprietary information, technical data, trade secrets or know- how, including, but not limited to, research, product plans, technology, patent material, app platforms, apps, products, services, service providers, licensees, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), prices and costs, markets, software, developments, inventions, processes, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by me during the period of the Relationship, whether or not during working hours. I understand that “Proprietary Information” includes, but is not limited to, information pertaining to any aspects of the Company’s business which is either information not known by actual or potential competitors of the Company or is proprietary information of the Company or its customers, licensees or suppliers, whether of a technical nature or otherwise. I further understand that Proprietary Information does not include any of the foregoing items which:
(a) were publicly known and made generally available in the public Recipient Initials:
Company: iHug, LLC, iHug, Inc. domain prior to the time of disclosure to me by the Company;
(b) become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved;
(c) is already in my possession at the time of disclosure by the Company and which I can prove by my own files and records;
(d) is obtained by me from a third party without a breach of the third party’s obligation of confidentiality;
(e) is independently developed by me without use or reference to the Proprietary Information, as shown by documents and other competent evidence in my possession; or
(f) is required to be disclosed by law, regulation, or order of a court or government authority having competent jurisdiction, provided I notify the Company promptly of such a request so the Company may seek an appropriate protective order or other relief.
(b) Third Party Information.
I recognize that the Company has received and in the future, will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes (“Third Party Information”). I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company in a manner consistent with the Company’s agreement with such third party.
(c) Nondisclosure. As part of the consideration for entering the Relationship, I agree at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the CEO/Founder of the Company, any Proprietary Information or Third Party Information.
13. Intellectual Property.
(a) Intellectual Property Retained and Licensed. I hereby confirm that, except as disclosed by me on Attachment A, there are no inventions or original works of authorship that were made by me prior to the Relationship (collectively referred to as “Prior Intellectual Property”), which belong to me and which relate to the Company’s proposed or current business, services, products or research and development.
(b) Assignment of Intellectual Property.
I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign, and agree to assign, to the Company, or its designee, all my right, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know- how, improvements, trademarks, domain names or trade secrets, whether or not patentable or registrable under patent, trademark, copyright or similar laws, that I may solely or jointly conceive or develop or reduce to practice or fix in a tangible medium, or cause to be conceived or developed or reduced to practice or fixed in a tangible medium, within the scope of and during the period of time of the Relationship (collectively referred to as “Intellectual Property”). I further acknowledge that all Intellectual Property which is developed by me (solely or jointly with others) within the scope of and during the period of the Relationship is a “work made for hire” (to the greatest extent permitted by applicable law) and is compensated, unless regulated otherwise by mandatory law. Finally, I acknowledge that this Section 3(b) does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on my own time, and
(1) which does not relate
(a) directly to the business of the Company or
(b) to the Company’s actual or demonstrably anticipated research or development, and (2) which does not result from any work performed by me for the Company.
(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Intellectual Property developed by me (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, and any other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business, servers, cloud servers, USB drives, thumb drives, hard drives, laptops, personal computers, iPhones, iPads and any other direct or indirect transfer of information except as expressly permitted by Company policy which may, from time to time, be revised at the sole discretion of the Company.
(d) Intellectual Property Registrations. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Intellectual Property and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Intellectual Property, and other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Intellectual Property assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or trademark or copyright registrations thereon with the same legal force and effect as if executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, which I now or hereafter have for infringement of any and all proprietary rights assigned to the Company.
(e) Original Work. I hereby agree that the Intellectual Property created by me during the Relationship will wholly become original work of the Company immediately after creation without restriction(s), that it will in no way infringe upon any rights of any other person or business entity.
(f) No Rights. I understand that nothing in this Agreement is intended to grant any rights to me under any patent, trademark, copyright or other intellectual property right of the Company, nor will this Agreement grant me any rights in or to the Proprietary Information, except as expressly set forth in this Agreement.
(e) Legal Ramifications. I hereby agree, in any event(s), if I do not protect and/or hold in the highest level of secrecy, Company confidential information as described herein and/or if I share, distribute, broadcast and/or communicate directly or indirectly to any person(s), employee(s), investor(s), agent(s) and/or any other entity and/or build competing products and/or service and/or sell Company’s confidential information for any and all non- monetary and/or monetary gain, I hereby unequivocally agree that I am in violation of this agreement and that my actions have consequences.
14. Returning Company Documents. I agree that, at the time of termination of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, flow charts, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns. I further agree that to any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.
15. Notification to Other Parties. In the event that I terminate my relationship with the Company, I hereby consent to notification by the Company to my new employer about my rights and obligations under this Agreement.
16. Representations and Covenants, Facilitation of Agreement. I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon the Company’s written request to do so.
17. Conflicts. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to commencement of the Relationship. I have not entered into, and I agree I will not enter into, any oral
or written agreement in conflict with any of the provisions of this Agreement.
18. Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.
19. No Warranty. ALL PROPRIETARY INFORMATION IS PROVIDED ON AN “AS IS” BASIS. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE PROPRIETARY INFORMATION.
20. General Provisions.
(a) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without giving effect to the principles of conflict of laws.
(b) Entire Agreement. This Agreement and the related Appendices set forth the entire agreement and understanding between the Company and me relating to
the subject matter herein and merges all prior discussions between us. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the parties hereto. Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.
(c) Severability. If any provision of this Agreement or part thereof shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, then such provision or part thereof shall be excised here from and the remaining provisions of this Agreement and parts thereof shall remain in full force and effect.
(d) Successors and Assigns. This Agreement will be binding upon and inure to the benefit of each party's heirs, executors, administrators, legal representatives, successors, and assigns.
(e) Survival. The provisions of this Agreement shall survive the termination of the Relationship and the assignment of this Agreement by the Company to any successor in interest or other assignee.
(f) Breach. The parties agree that it is impossible to measure in money the damages that will accrue to the Company due to my breach of this Agreement and/or failure to perform any of my obligations under this Agreement. Therefore, in the event the Company institutes any action or proceeding to specifically enforce the provisions of this Agreement by injunctive or other form of equitable relief, I hereby waive the claim or defense that the Company has an adequate remedy at law or that the Company has not been or is not being irreparably harmed, and I shall not assert in any such action or proceeding the claim or defense that such remedy at law exists.
(g) Counterparts. This Agreement may be executed in any number of separate counterparts, all of which, when taken together, shall constitute one and the same instrument.
Copyright © 2018 iHug, Inc. All rights reserved for all countries.
If you have any questions about this agreement, the practices of iHug, or your dealings with iHug, or our master subscription terms, you may contact Us at any time.
Created: January 1, 2018
LAST UPDATED: May 9, 2019