Terms of Service

Effective: December 1, 2016

These User Terms of Service (the “User Terms”) govern your access and use of our online and mobile workplace productivity tools and social online platform (the “Services”). Please read them carefully. You may be creating an Organization or joining an existing Organization, but in either case, these User Terms apply to you. Thank you for trying HuddleUp, we hope you like it.

These User Terms are Legally Binding

These User Terms are a legally binding contract between you and us. When we say “You,” we refer to the Organization, the Admin User or the Regular User (as defined below) where appropriate. As part of these User Terms, you agree to comply with our Acceptable Use Policy detailed below. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms, you confirm that you have read, understand and agree to be bound by the User Terms. “We”, “our” and “us” currently refers to HuddleUp Technologies, Inc. (“HuddleUp”) If you do not agree to these Terms, please discontinue using the Services.

HuddleUp will notify you of material changes both on our website and in our mobile applications before the change goes into effect. If you have any questions regarding changes, please send us a message at support@letshuddleup.com. Continued use of the Services after the changes go into effect constitutes consent to the change.

Using the Services Requires an Account

In order to use the Services you must create an account. You agree that you will use the name you are commonly known by within your Organization to create the account. If you are creating an account on behalf of an Organization that is a business, company or another formal entity, you agree that you are authorized to create a HuddleUp account on behalf of that business, company or formal entity. HuddleUp recommends you treat all content shared through the Services as public, and you agree not to share any content you are not otherwise authorized to share publicly. By creating an account on the Services, you agree that you are at least 18 years of age. The Services are not directed to children under 13, so if you are under 13 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Services even though you are under 13, we will deactivate your account.

Using the Services Requires Hardware and an Internet Connection

The Services are accessible via applications on mobile devices or via a web browser application. Organizations and Users are responsible for obtaining and maintaining all telephone, mobile devices, computer hardware and other equipment needed for access to and use of the Services, and all charges related thereto. Use of the Services also requires an Internet connection, and you are responsible for setup, maintenance and all charges related to Internet service on your mobile device(s) and computer(s).

Users Join Organizations

An Organization is a unique team that has access to the Services. An Organization may represent a business, company, or other formal entity. Users are members of Organizations. The Organization Directory, Public Groups and Bulletins are all content owned by the Organization. If a User is removed from an Organization, that User loses access to content owned by the Organization. An Organization may choose to remove a user at any time for any reason. By joining an Organization, a User grants HuddleUp the right to allow other users on the Services to communicate with that User (via Messages, Images, Video, SMS and other means).

Admins Create Organizations

The user who initially creates an Organization is considered an Administrative User (“Admin”). Admins have the ability to create groups, add members, and view activity reports. Employers acting as Admins in professional settings should not rely on the Services as a substitute for standard attendance, wage calculation, or official communication services. HuddleUp, at our discretion, may reassign Admin permissions to another user in an Organization. By maintaining Admin status within an Organization, you agree to abide by this Terms of Service regarding proper User Conduct and agree not to use the app for unauthorized or unlawful purposes. HuddleUp is committed to preventing fraud, harassment, or abuse though the Services, and violation of these Terms may result in account termination.

Regular User Accounts

A user who is not an Admin is considered a Regular User. Regular Users may be invited to an Organization by any member of that Organization. Regular Users may share messages, images, audio, gifs, stickers, video and other content with other users on the Services including users who are part of the Organization. Direct Message (i.e., Private Chat) conversations (and the content of those conversations) are tied to User Accounts; therefore, if a User is removed from an Organization, that User still has access to all Direct Message conversations.

A User is responsible for her log-in credentials and for any activity resulting from the use of her log-in credentials or other activity on her account (“Account”) on the Services.

Upon launching the Services, if you do not already have an Account, you will be prompted to create one by providing a telephone number, a Name and a Username. You may also be required to provide a valid email address or other information to access or utilize certain applications or features.You represent and warrant that the information you provide to us upon registration and at all other times will be true, accurate, current, and complete. We reserve the right to reject any username or to terminate your username or prevent use of a username in our sole discretion, and without any liability to you. You will ensure that your telephone number is kept accurate and up-to-date at all times.

You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials or otherwise on your Account. You agree to notify us immediately if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your Account. You agree that we will not be liable for any loss or damage arising from unauthorized use of your credentials.

Content: Who Owns What

Organization Content

Content contained in the Organization Directory, Public Groups (i.e., Channels) and Bulletins is owned by the Organization, and the Organization may exclusively provide us with instructions on what to do with it. For example, the Organization may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign organizations, share public groups, or consolidate organizations or public groups with other organizations or public groups. These choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Organization Content.

The Organization will (a) inform all Users of all Organization policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Organization Content; and (b) obtain all rights, permissions or consents from Users and other Organization personnel that are necessary to grant the rights and licenses to HuddleUp below and for the lawful use and transmission of The Organization (for itself and all of its Users) grants us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Organization Content only as reasonably necessary (a) to provide, maintain and improve the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Organization. The Organization represents and warrants that it has secured all rights in and to Organization Content from its Users as may be necessary to grant this license.

User Content

Content that Users contribute to Organization Content is covered by the above. All other Content is deemed User Content. A User owns her User Content. By contributing content via the Services, you grant us a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to reproduce, distribute, and display your user content in order to provide the Services. You agree not to contribute or post content that (i) may create a risk of harm to any other person or company, (ii) may constitute a crime or tort, (iii) is unlawful, (iv) infringes the intellectual property rights of others, (v) is invasive of personal privacy or publicity rights, (vi) constitutes harassment or a threat to others, or (vii) contains information that you do not have a legal right to post under any contractual or fiduciary relationship, including information protected by trade secret laws or non-disclosure agreements. While we will do our best to create a tolerant and productive environment on the Services, you agree that you may see content on the Services that is offensive, inaccurate, or otherwise objectionable, and that you shall not hold HuddleUp in any way responsible for such content. You agree that your User Content may remain available on the Services even if your relationship ends with the Organization you are a part of (such as your employment ends with your current employer, you leave the Organization, or if you delete the App).

HuddleUp Content

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to the Organization and the User a non-sublicensable, non-transferable, non-exclusive, limited license for the Organization and its Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the User Terms listed herein. All of our rights not expressly granted by this license are hereby retained.

You may not otherwise use, reproduce, distribute, perform, publicly display or prepare derivative works of our content without our express permission granted in writing.

Submitting Feedback

The more suggestions our Users make, the better the Services become. If a User or Organization sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so that User or Organization grants us (for itself and all of its Users and other Organization personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to the Organization, any User or other Organization personnel.

How To Behave

We expect Users to treat their HuddleUp Organization space the same way they treat their work environment: with respect and thoughtfulness. In short, behave here how you would at work.

A User is responsible for all of her activity on the Services. If a User acts inappropriately, her account may be terminated. Inappropriate conduct include (but are not limited to):

  • Illegal Activities
  • Abuse or Bullying
  • Spying or Tracking on other Users
  • Fraud or Impersonation
  • Intellectual Property Violations
  • Spamming Users with Advertisements or other Unsolicited Content
  • Reverse Engineering
  • Attempting to Hack or Compromise User Accounts or User Devices

Privacy

You agree that HuddleUp may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary: (a) as required by law or to comply with legal process; (b) as required to enforce our User Terms; (c) to provide you with customer support for the Services; (d) to respond to any claims that User Content or Organization Content violates the rights of other parties; or (d) to protect the rights, property or safety of HuddleUp and other Users on the Services or the Public at large.

You should read our entire Privacy Policy for more details. You acceptance of these User Terms is also an acceptance of this Privacy Policy.

SMS Text Messages

HuddleUp uses SMS Text messages to mobile devices as part of the Services to convey Organization Invitations, Administrative Content (such as verification codes), and messages from other Users. To opt out of receiving these SMS messages, simply reply with the word “STOP” to any of these messages or contact us at support@letshuddleup.com. HuddleUp does not charge a fee to receive SMS messages, but standard text messaging rates and other phone carrier charges may apply. HuddleUp does not guarantee that SMS messages will be sent or delivered, and you agree that HuddleUp is not liable for any failure in the SMS service or any other problem related to SMS message submission and delivery.

Fees

We do not charge a fee to use the basic functionality of the Services. We reserve the right to charge for the Services in the future, and will provide you with ample notice before making any changes to our fee structure. You may have to pay a fee to use certain features of the Services that are not part of basic functionality.

Warranties, Liability and Indemnity

Representations; Disclaimer of Warranties

The Organization represents and warrants that it is responsible for the conduct of its Users and their compliance with the User Terms. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER ORGANIZATION’S, USER’S OR HUDDLEUP’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE User Terms (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY THE ORGANIZATION OR USER FOR USE OF THE SERVICES THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.

IN NO EVENT WILL EITHER THE ORGANIZATION OR ANY MEMBER OF HUDDLEUP HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

For this clause “HuddleUp” includes all HuddleUp affiliates, officers, directors, employees, agents and third party service providers.

Limitations on Claims

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

Organization’s and User’s Indemnification of Us

The Organization or User will defend HuddleUp, its affiliates, officers, directors, employees, agents and third party service providers (collectively, the “HuddleUp Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Organization’s or any of its Users’ violation of the User Terms (a “Claim Against Us”), and will indemnify the HuddleUp Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a HuddleUp Indemnified Party in connection with or as a result of, and for amounts paid by a HuddleUp Indemnified Party under a settlement Organization approves of in connection with, a Claim Against Us. We must provide the Organization or User with prompt written notice of any Claim Against Us and allow the Organization or User the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Organization’s or User’s defense and settlement of such matter. This section states your sole liability with respect to, and the HuddleUp Indemnified Parties’ exclusive remedy against the Organization or User for, any Claim Against Us.

Limitations On Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

General Provisions

Waiver

No failure or delay by either party in exercising any right under the User Terms, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The User Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Governing Law

The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules.

Venue; Waiver of Jury Trial; Fees

All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in New York County, New York, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. If you are accepting these Terms on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law). Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the User Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Copyright Policy

Users should not share or upload Content to the Services that they do not own. We will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. If you believe any content on the Services violates your copyrights, please notify us in writing at:

Copyright Agent
HuddleUp Technologies, Inc
150 Fifth Avenue
4th Floor, ℅ Cogent
New York, NY 10011
infringement@letshuddleup.com

This notice should include the following information:

  • The electronic or physical signature of the copyright owner, or a person authorized to act on their behalf.
  • A description of the copyrighted work that you claim has been infringed.
  • A description of the exact location on the Services of the content that you claim is infringing. This description must allow us to find and identify the content.
  • Your name, address, telephone number and email address.
  • A statement by you that: a) you believe in good faith that the use of the content that you claim to infringe your copyright is not authorized by law, the copyright owner, or the owner’s agent, b) all information contained in your copyright notice is accurate, and c) under penalty of perjury, you are either the copyright owner, or authorized to act on their behalf.

If your content has been removed because of a DMCA notice, but you believe the content was not infringing on another’s copyrights, then you may send a written counter-notice to have the content restored. Your counter-notice should include the following information:

  • Your electronic or physical signature.
  • A description of the content that was removed and the exact location of the content on the Services before it was removed.
  • A statement under penalty of perjury that you believe in good faith that the content was removed by mistake or misidentification.
  • A statement that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which you are located, or if you are outside the U.S., the Southern District of New York, and that you will accept service of process from the party that originally sent us the DMCA notice.

In appropriate circumstances we may terminate the accounts of repeat infringers.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail.

Contacting HuddleUp

Please also feel free to contact us if you have any questions about HuddleUp’s User Terms. You may contact us at support@letshuddleup.com or at our mailing address below:

HuddleUp Technologies
150 Fifth Avenue
4th Floor
New York, NY 10011