HUSSLUP TERMS OF SERVICE

Last Revised: December 1, 2022

Welcome to Husslup.

Our mission is to connect the world’s Creative Professionals with each other and with the Companies that need to discover them. Our Service is designed to enable Creative Professionals to be more productive and successful. Our Service is designed to promote economic opportunity for our users (“Users” or “you”) by enabling you and millions of other Creative Professionals to meet, exchange ideas, learn, find opportunities for collaboration and work, and make decisions in a network of trusted relationships.

These terms of service (these “Terms”) apply to the professional network, related tools, and other products and services (collectively, the “Service”), provided by Husslup Inc. (“Husslup,” “our,” or “we”) via https://husslup.com (the “Site”) or the Husslup app (the “App”). 

By registering to use the Service or accessing the Service, you agree and acknowledge that you have read all of the terms and conditions of these Terms, you understand all of the terms and conditions of these Terms, and you agree to be legally bound by all of the terms and conditions of these Terms.

The Service is a neutral professional network that may connect individuals looking to provide creative professional services (“Creative Services”) with entities looking to receive Creative Services. These Terms apply to individuals and entities that provide Creative Services (“Creative Professionals”) and to individuals and entities that receive Creative Services (“Companies”). Unless otherwise specified, “you” refers to both Creative Professionals and Companies.

The “Effective Date” of these Terms is the date you first access the Service.

Husslup reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Husslup) at any time and in its sole discretion by providing notice that these Terms have been modified. Such notice may be provided by sending an email, posting a notice on the Site, posting the revised Terms on the Site and revising the date at the top of these Terms, or such other form of notice as determined by Husslup. Any changes or modifications will be effective 21 days after providing notice that these Terms have been modified (the “Notice Period”). Your continued use of the Service following the Notice Period will constitute your acceptance of such changes or modifications. You are advised to review these Terms whenever you access the Service and at least every 21 days to make sure that you understand the terms and conditions that will apply to your use of the Service.

PRIVACY
For information about how we collect, use and share information about users of the Service, please see our Privacy Policy

SERVICE & REGISTRATION

Service
Husslup’s talent network connects Creative Professionals and Companies. The Service enables Creative Professionals to create a professional profile (”Profile”) that contains all of their professional information, including credits and samples of their creative work (“Creative Work”). Creative Professionals may connect with each other and with Companies, post to our social feed, message, and create groups. The Service enables Companies to post to their social feed, including links to job opportunities, use a filtered search tool to discover Creative Professionals, and message Creative Professionals and/or their representation.

Husslup grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to access and use the Service subject to the terms and conditions set forth in these Terms.

Registration

In order to access the Service, Creative Professionals and Studios must register with Husslup by completing the registration forms provided via the Site. You agree to (a) provide accurate, truthful, current, and complete information as may be prompted by the registration forms via the Site (“Registration Data”), (b) maintain the security of your Husslup account password, (c) maintain and promptly update the Registration Data, and any other information you provide to Husslup, to keep it accurate, current, and complete and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Husslup. 

You may opt-in to self-report your demographic information (“Demographic Info”). If you opt-in, you agree to provide accurate, truthful Demographic Info. The Service does not publish your Demographic Info anywhere on your Profile and the Service does not sell your Demographic Info to third parties. When you opt-in, you agree that the Service may use your Demographic Info to match you to and surface you in the results of a professional search.

Husslup reserves the right, but does not have the obligation, to review, screen, or monitor any Professional Profile and/or any portion of the information gathered in registration at any time and for any reason without notice.  Creative Professionals and Companies acknowledge and agree that Husslup may remove any Profile and/or any portion thereof at Husslup’s sole discretion.

You are responsible for safeguarding the passwords you use to access the Service and agree to be fully responsible for activities or transactions that relate to your Husslup account or password. You must notify Husslup immediately if you learn of an unauthorized use of your Husslup account or password.

You agree to our community standards and rules of engagement

Creative Services -- Between Creative Professionals and Companies (not Husslup)

Husslup provides the professional network, but the terms and conditions applicable to any Creative Services (including, the use of the Creative Services) are between the Creative Professional and the Company (not Husslup).

With respect to any listing for Creative Services or search for Creative Professionals to potentially provide Creative Services, each Company and Creative Professional acknowledge and agree that the terms and conditions applicable to the use of and other rights with respect to such Creative Services are solely between each such Company and each such Creative Professional, and not with Husslup. Each Company (not Husslup) is responsible for all support and all claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). And each Creative Professional (not Husslup) is responsible for the accurate representation of their professional information, credits, Creative Work, and ability to work.

Husslup reserves the right, but does not have the obligation, to review, screen, or monitor any links to any listings for Creative Services or any Creative Services Content/Terms (as defined below) at any time and for any reason without notice.  Creative Professionals and Studios acknowledge and agree that Husslup may remove any listing of Creative Services or any Creative Services Content/Terms at Husslup’s sole discretion.

Companies and Creative Professionals

Companies and Creative Professionals – Grants and Obligations

Companies may conduct a professional search using filtered metadata to discover Creative Professionals who can offer Creative Services; Companies may select Demographic Info as one of their search filters to enhance their search; Companies may save and share access to the search results; Companies may contact Creative Professionals and/or their representation; and Companies may elect to generate an anonymized report of the self-reported Demographic Info of the Creative Professionals in the search results.

The Service provides the network and search tools to access Creative Professionals but does not warrant the accuracy of the Profile information. Companies are responsible to conduct their own diligence for any Creative Professional on the Service.

Companies and Creative Professionals may post a solicitation for Creative Services via the Service with a link to your own application or intake.  

For each solicitation of Creative Services, you must provide a description of the Creative Services, any other applicable terms and conditions (collectively, “Creative Services Content/Terms”), and a link to the application or intake.

Company and Creative Professional grants Husslup the right to provide the Creative Services Content/Terms provided by Company or Creative Professional (or a party on your behalf) via the Service. Further, you consent to Husslup’s use of your name, company name, and, if applicable, point of contact name, and logo on the Site, App and our publicly-available online and printed materials, identifying Company or Creative Professional (and, if applicable, your point of contact) as part of the Husslup Professional network.

Company and Creative Professional (not Husslup) are responsible for monitoring and enforcing the Creative Services Content/Terms applicable to any Creative Services provided. Company and Creative Professional acknowledge and agree that Husslup will not be liable for any actual or alleged breach of the terms and conditions governing the use of any Creative Services by Company (or any damages arising from or related to such actual or alleged breach).

Company represents and warrants that (a) all representations and warranties made with respect to any solicitation for Creative Services via the Service are true and accurate; and (b) Company has full rights to solicit the Creative Services via the Service and all Creative Services Content/Terms posted to the Service.

Creative Professional represents and warrants that (a) all representations and warranties made by Creative Professional with respect to their Profile and information provided to any solicitation for Creative Services via the Service are true and accurate; and (b) the have the full rights to market, promote, offer to sell, sell, and provide the Creative Services via the Service and all Creative Services Content/Terms posted to the Service.

Enterprise Accounts

A User’s employer may offer access to Husslup’s enterprise services included in the Service. Your employer can review and manage your use of such enterprise services. Depending on the enterprise service, before you use such service, we will ask for permission to share with your employer relevant data from your Profile or use of our non-enterprise services.

Subject to your settings, when you use workplace tools and services (e.g., interactive search lists and directory tools) certain of your data may also be made available to your employer or be connected with information we receive from your employer to enable these tools and services.

Fees
General

Unless during the free beta period, you may subscribe to access and use of the Service pursuant to one of the Husslup subscription plans (Enterprise, Professional, Rising). Each subscription plan outlines the qualifications for membership, duration of the subscription (the “Subscription Period”), the applicable subscription fees (the “Subscription Fees”), and other related information.  

Once you have selected a subscription plan, you will be bound by the terms and conditions of such plan (including the payment of the applicable Subscription Fees) until you cancel or otherwise modify the subscription plan you selected.  We may modify the Subscription Fees, but such modifications will not be effective until the directly subsequent Subscription Period.

Unless we state otherwise, all payments (a) must be made in U.S. Dollars, (b) must be made by payment card via Husslup (or its authorized payment processor), and (c) are non-refundable.

Husslup (or its authorized payment processor) will charge the payment card you provided to Husslup in accordance the terms and conditions of the subscription plan selected by you. Service subscription plans are monthly with Subscription Fees payable at the beginning of each month or annual with Subscription Fees payable at the time you join.

You authorize Husslup (or its authorized payment processor) to charge the payment card provided to Husslup in accordance with the terms and conditions of the subscription plan selected, and you represent and warrant that you are authorized to use and have fees charged to the payment card provided by you to Husslup.  You understand that you may withdraw such authorization by contacting Husslup at  support@husslup.com.

Continuous Subscription and Cancellation Policy

WHEN YOU REGISTER FOR A SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

• HUSSLUP (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE THE PAYMENT CARD PROVIDED BY YOU IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE SUBSCRIPTION PLAN YOU SELECTED (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION PERIOD CONTINUES.  PLEASE REMEMBER THAT, UNLESS CANCELLED, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR A PERIOD EQUIVALENT TO THE PERIOD OF YOUR INITIAL SUBSCRIPTION PERIOD.
  
• THE AMOUNT YOU ARE CHARGED MAY VARY DEPENDING ON THE SUBSCRIPTION PLAN YOU SELECT.
  
• YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SERVICE IN ACCORDANCE WITH THESE TERMS.
  You may cancel your subscription at any time by emailing support@husslup.com. While you may cancel your subscription prior to the close of the applicable Subscription Period, you acknowledge and agree that you are responsible for the Subscription Fees for the entire Subscription Period for which you contracted.  For example, if you select a subscription plan with a 12-month Subscription Period with Subscription Fees for such Subscription Period payable on a monthly basis, and you cancel your subscription after 8 months, you are still obligated to pay the Subscription Fees for the entire Subscription Period for which you contracted.  Thus, you are contractually obligated to pay 4 more monthly payments.

User Content
Husslup allows Users to create, post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (including, without limitation, Creative Work and Creative Services Content/Terms) ("Content"). You are responsible for the Content that you upload and use in, or publish using, the Service, including its legality, reliability, and appropriateness. It is also solely at your election to contribute Content.

By posting Content on or through the Service, you represent and warrant that: (a) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, (b) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any person or entity, and (c) you have all rights that are necessary to grant us the Operations License (as defined below) under these Terms. We reserve the right to terminate the account of anyone we believe to be acting in a manner that conflicts with this warranty.

You retain ownership of any Content you submit, post, or display on or through the Service, but you grant us the Operations License in order to enable us to legally operate the Service. In order for us to legally process your Content in the manner necessary to provide the Service, you must grant us certain rights with respect to such Content so that technical actions we take in operating the Service are not considered legal violations under copyright or other laws. For example, we need to be able to collect, process, transmit, store, copy, and publish Content in order to provide the Service. Accordingly, you hereby grant Husslup Inc. a non-exclusive, royalty-free, perpetual, irrevocable, sublicensable license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure Content is viewable on smartphones as well as computers and other devices, and that we may conform and adapt your Content to the technical requirements of connecting networks, devices, services or media), create derivative works of, reproduce, and otherwise exploit such Content to enable us to operate the Service (the “Operations License”).

Husslup reserves the right, but does not have the obligation, to remove, screen, or edit any content, links, comments or materials posted or stored on the Service, including Content at any time and for any reason without notice. You will not (and will not allow or authorize any third-party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the Service any Content that is restricted by these Terms.

User Guidelines

Users agree to:

• Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
  
• Provide accurate information to us and keep it updated;
  
• Use your real name, contact information and professional information on your Profile; and
  
• Use the Services in a professional manner, which includes using professional language in all communications

Except as expressly authorized by these Terms, Users may not:

• Create a false identity on the Service, misrepresent your identity, create a User profile for anyone other than yourself (a real person), or use or attempt to use another user’s account;
  
• Modify, disclose, alter, translate, or create derivative works of the Service (or any components thereof); 
  
• License, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Service (or any components thereof); 
  
• Disassemble, decompile, or reverse engineer the software components of the Service; 
  
• Use the Service to store or transmit infringing, libelous, false, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; 
  
• Use the Service to store or transmit any material or language deemed discriminatory or offensive by our inclusive community of Users;
  
• Use the Service to store or transmit any material or language deemed to bully, threaten, harm, or harass yourself or another user;
  
• Use the Service to store or transmit any viruses, software routines or other code designed to permit unauthorized access, disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions; 
  
• Use the Service to store or transmit spam of any kind; or to store or transmit unapproved advertising
  
• Use the Service to promote, advertise, or sell illegal, fraudulent or regulated goods or goods that you do not have the right to sell;
  
• Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights;
  
• Copy, frame, or mirror any part or content of the Service; 
  
• Build a competitive product or service, or copy any features or functions of the Service; 
  
• Interfere with or disrupt the integrity or performance of the Service; 
  
• Attempt to gain unauthorized access to the Service or their related systems or networks; 
  
• Imply or state that you are affiliated with or endorsed by Husslup without our express consent (e.g., representing yourself as an approved Husslup professional or employee;
  
• Remove, alter, or obscure any proprietary notices in or on the Service including copyright notices;  
  
• Cause or permit any third-party to do any of the foregoing; or
  
• Interfere in any manner with the enjoyment of the Service of any other user.
  

HUSSLUP Admin Moderation Policies:

Husslup reserves the right, but does not have the obligation, to remove, screen, or edit any user profiles, posts, comments or materials posted to or stored on the Service at any time and for any reason without notice. If we find users to be in violation of our terms of service or Community Guidelines, we reserve the right, but are not obligated to take the following actions:

• Remove posts/comments
  
• Remove information from profiles
  
• Remove groups
  
• Freeze accounts
• Delete accounts

General Grant and Ownership
Unless otherwise expressly indicated in these Terms, (a) all User profiles and User contact information, and (b) all information, materials, and content of the Service, including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content (collectively, “Husslup Materials”) are exclusively owned by Husslup or are used with permission. You may not use or disclose any of the Husslup Materials without Husslup’s express prior written consent. Husslup reserves all rights not expressly set forth in these Terms. 

COPYRIGHT POLICY
Users may report content that appears on/via the Site, App, or Service to Husslup that he/she thinks violates these Terms, and Husslup may remove such content, suspend or terminate the account of the user who made posted such content and/or take additional action to enforce these Terms against such user. 

Also, in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Husslup has adopted a policy of terminating, in appropriate circumstances and at our discretion, account holders who are deemed to be repeat infringers. Husslup also may, at its discretion, limit access to the Service and terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. 

Users acknowledge that many creative projects, including but not limited to scripts, videos, and audio files, may share similar characters, descriptions, titles, and story points (“Similar Traits”).  USERS RELEASE THE HUSSLUP PARTIES (AS DEFINED BELOW) FROM ANY AND ALL RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND/OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, WITH REGARD TO SIMILAR TRAITS. 

If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. ”

Users agree that they understand projects with Similar Traits may exist on the Service without violating any intellectual property rights or laws.

If you think that anything on the Service infringes upon any copyright that you own or control, you may file a notification with Husslup’s Designated Agent as set forth below:

Designated Agent:  H Schuster
Address of Designated Agent: 3150 Porter Dr, Palo Alto, CA 94304
Telephone Number of Designated Agent: 310.788.9900
Email Address of Designated Agent:  support@husslup.com 

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent that any material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, Husslup or the alleged infringer incurs because we relied on the misrepresentation when removing or disabling access to the material or activity.

FEEDBACK
Any suggestions, comments, or other feedback provided by you to Husslup with respect to the Service or Husslup (collectively, “Feedback”) will constitute confidential information of Husslup. Husslup will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of intellectual property rights or otherwise.

HUSSLUP ANALYTIC DATA
Notwithstanding any terms to the contrary in these Terms, you acknowledge and agree that Husslup may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the Service and/or any individuals/entities that interact with the Service (collectively, “Husslup Analytic Data”). As between the parties, Husslup will own all right, title and interest in and to the Husslup Analytic Data, together with all intellectual property rights embodied therein or related thereto.

LINKS
You are granted a limited, non-exclusive right to create a text hyperlink to the Service for noncommercial purposes, provided such link does not portray Husslup or any of its products and services in a false, misleading, derogatory, or defamatory manner and that the linking site does not contain any material that is offensive, illegal, harassing, or otherwise objectionable. This limited right may be revoked at any time. Husslup makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of third-party sites accessible by link from the Service or Site. Husslup provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by Husslup of the corresponding site or any information contained in (or made available via) that site. When you leave the Site, Husslup’s terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data-gathering practices, of any site to which you navigate from the Site.

THIRD-PARTY ADVERTISING
Husslup may run advertisements and promotions from third parties through or in connection with the Service or may provide information about or links to third-party products or services. Your dealings or correspondence with, or participation in promotions of, any such third parties, and any terms, conditions, warranties, or representations associated with such dealings, correspondence, or promotions, are solely between you and the applicable third party. Husslup is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, correspondence, or promotions or as the result of the presence of such advertisers or third-party information made available through the Service. 

TRADEMARKS 
Husslup’s name, trademarks, logos, and any other Husslup product, service name, or slogan included in the Service are property of Husslup and may not be copied, imitated, or used (in whole or in part) without Husslup’s prior written consent. The look and feel of the Service and the Site, including all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of Husslup and may not be copied, imitated, or used (in whole or in part) without Husslup’s prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Service (“Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of such Third-Party Trademarks is intended to denote interoperability and does not constitute an affiliation by Husslup and its licensors with such company or an endorsement or approval by such company of Husslup or its licensors or their respective products or services.

SUSPENSION OR TERMINATION
Husslup may, at its sole discretion, suspend or terminate your license to access or use the Service at any time and for any reason without notice. You must stop accessing or using the Service immediately if Husslup suspends or terminates your license to access or use the Service. Husslup reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Service during suspension or after termination. Husslup may recover its reasonable attorneys’ fees and court costs from you for such actions. These Terms will remain enforceable against you while your license to access or use the Service is suspended and after it is terminated. Except for the license granted to you to access and use the Service and all payment terms, all of the terms, conditions, and restrictions set forth in these Terms will survive the termination of these Terms.

REPORTING INACCURATE INFORMATION ON ANOTHER USER’S PROFILE OR POST
To report Profiles with inaccurate information, a fake Profile, a hacked account, or a scam, you can file a formal complaint at support@husslup.com.

Your completed email will automatically be sent to our Trust and Safety team for review. You can save a copy for your reference.

If you believe a claim against you was submitted in error or if you contest the removal of the allegedly infringing, inaccurate, or unlawful content, you may submit a Counter-Notice via the email above.

Important Note: Any assertions made by you in submitting this form are under penalty of perjury.

DISCLAIMER
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HUSSLUP DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, THE SERVICE, ANY CREATIVE SERVICES PROVIDED, ANY CREATIVE SERVICES CONTENT/TERMS, ANY USER CONTENT, THE SITE (INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE VIA THE SITE AND THE HUSSLUP MATERIALS), THIRD-PARTY INFRASTRUCTURE (AS DEFINED BELOW) AND THIRD-PARTY TRADEMARKS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT, AND CONDITION OF TITLE.  

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HUSSLUP DOES NOT WARRANT, AND DISCLAIMS ALL LIABILITY FOR (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICE, ANY CREATIVE SERVICES PROVIDED, ANY CREATIVE SERVICES CONTENT/TERMS, ANY USER CONTENT, THE SITE (INCLUDING ANY INFORMATION OR CONTENT MADE AVAILABLE VIA THE SITE), OR THIRD-PARTY TRADEMARKS; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICE AND ANY CREATIVE SERVICES; (C) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, ANY USER CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICE; AND (D) WHETHER THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

INDEMNIFICATION

You agree, at your sole expense, to defend, indemnify and hold Husslup (and its directors, officers, employees, consultants and agents) (the “Husslup Parties”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) for any death, injury, property damage caused by, arising out of, resulting from, attributable to or in any way incidental to any of your conduct or any actual or alleged breach of any of your obligations under these Terms (including, but not limited to, any actual or alleged breach of any of your representations or warranties as set forth in these Terms).

LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HUSSLUP WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, ANY CREATIVE SERVICES, ANY CREATIVE SERVICES CONTENT/TERMS, ANY USER CONTENT, THE SITE (INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE VIA THE SITE AND HUSSLUP MATERIALS), THIRD-PARTY INFRASTRUCTURE OR THIRD-PARTY TRADEMARKS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY), EVEN IF HUSSLUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

IN NO EVENT WILL THE AGGREGATE LIABILITY OF HUSSLUP ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, ANY CREATIVE SERVICES, ANY CREATIVE SERVICES CONTENT/TERMS, ANY USER CONTENT, THE SITE (INCLUDING ANY INFORMATION OR CONTENT MADE AVAILABLE VIA THE SITE), THIRD-PARTY INFRASTRUCTURE OR THIRD-PARTY TRADEMARKS EXCEED ONE HUNDRED U.S. DOLLARS (USD $100.00). 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

Husslup reserves the right, but does not have the obligation, to review, screen, or monitor any links to any Creative Services or any Creative Services Content/Terms at any time and for any reason without notice.   

ARBITRATION

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH HUSSLUP AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HUSSLUP.

In the event of any controversy or claim arising out of or relating in any way to these Terms or the Service, you and Husslup agree to consult and negotiate with each other and, recognizing your mutual interests, try to reach a solution satisfactory to both parties. If we do not reach settlement within a period of 60 days, then either of us may, by notice to the other demand mediation under the mediation rules of the American Arbitration Association in Los Angeles, California. We both give up our right to litigate our disputes and may not proceed to arbitration without first trying mediation, but you and Husslup are NOT required to arbitrate any dispute in which either party seeks equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Except as otherwise required under applicable law, you and Husslup intend and agree: (a) not to assert class action or representative action procedures and agree that they will not apply in any arbitration involving the other; (b) not to assert class action or representative action claims against the other in arbitration or otherwise; and (c) will only submit individual claims in arbitration and will not seek to represent the interests of any other person or entity. 

If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim will be resolved by arbitration in accordance with the rules of the American Arbitration Association before a single arbitrator in Los Angeles, California. The language of all proceedings and filings will be English. The arbitrator will render a written opinion including findings of fact and law and the award and/or determination of the arbitrator will be binding on the parties, and their respective administrators and assigns, and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The expenses of the arbitration will be shared equally by the parties unless the arbitration determines that the expenses will be otherwise assessed and the prevailing party may be awarded its attorneys' fees and expenses by the arbitrator. It is the intent of the parties that, barring extraordinary circumstances, arbitration proceedings will be concluded within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this time limit will not constitute a basis for challenging the award. Consistent with the expedited nature of arbitration, pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, carried out expeditiously.

MISCELLANEOUS

Independent Contractors
Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

Assignment
You may not assign, delegate, or transfer (by sale, merger, operation of law, or otherwise) these Terms or any right, title, interest, or obligation hereunder without the prior written consent of Husslup. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. Husslup may assign these Terms without your prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees, and other successors in the interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these Terms.

Third-Party Infrastructure
Notwithstanding any terms to the contrary in these Terms, you acknowledge and agree that Husslup uses a third party hosting infrastructure in connection with the Service (“Third-Party Infrastructure”), the provider(s) of the Third-Party Infrastructure disclaim and make no representation or warranty with respect to such Third-Party Infrastructure, and Husslup assumes no liability for any claim that may arise with respect to such Third-Party Infrastructure.

Electronic Communications
By using the Service, you agree that we may communicate with you electronically regarding your use of the Service and that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@husslup.com.

Severability

If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Force Majeure

Husslup is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of services provided by any service providers used by Husslup, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

Notice for California Users

If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

QUESTIONS
If you have any questions regarding the use of the Service, please email Husslup at support@husslup.com

ADDITIONAL TERMS APPLICABLE TO MOBILE DEVICES
The following terms apply if you install, access or use our App on any device that contains the iOS mobile operating system (the “iOS App”) developed by Apple Inc. (“Apple”). 

• Acknowledgement. You acknowledge that these Terms are concluded solely between you and us, and not with Apple, and we, not Apple, are solely responsible for the iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service (the “Usage Rules”) as of the date you download the iOS App, and in the event of any conflict, the Usage Rules will govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
  
• Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules.
  
• Maintenance and Support. The parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App.
  
• Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be our sole responsibility. However, you understand and agree that in accordance with these Terms, we have disclaimed all warranties of any kind with respect to the iOS App, and therefore, there are no warranties applicable to the iOS App.
  
• Product Claims. The parties acknowledge that as between Apple and us, we, not Apple, are responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
  
• Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, we, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
  
• Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
  
• Developer Name and Address. Any questions, complaints or claims with respect to the iOS App should be directed to:
  • Husslup Inc.
    
  • 3150 Porter Drive, Palo Alto, CA 94304
    
  • support@husslup.com
• Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using our App. 
  
• Third-Party Beneficiary. The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
  • The following terms apply if you install, access or use our App on any device that contains the Android mobile operating system (the “AndroidApp”) developed by Google, Inc. (“Google”):
    1. You acknowledge that these Terms are between you and us only, and not with Google. 
       
    2. Your use of the Android App must comply with Google’s then-current Android Market Terms of Service.
       
    3. Google is only a provider of the Android Market where you obtained the Android App. We, and not Google, are solely responsible for the Android App and our App and content available thereon. Google has no obligation or liability to you with respect to the Android App or these Terms.
        
    4. You acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to the Android App.