Last Updated: April 26, 2017
Hushly is a provider of user OPT-IN Service where users allow specific Hushly partners to send more messages.
III. Partner Registration
In order to participate as a Hushly Partner, you must register with Hushly All Partners accessing the Site represent and warrant the following:
- you are 18 years of age or older;
- the information you provide to Hushly in your registration is true, accurate, current and complete;
- information you post is true, accurate, current, and complete to the best of your knowledge;
- you will maintain and update the registration information to keep it true, accurate, current, and complete; and
- you have the right and authority to submit all information you provide.
Failure to maintain your registration information may cause your access to the Site to be interrupted, suspended, or terminated. It is your responsibility to monitor your account, change your password from time to time, and notify Hushly of any unauthorized use or breach of security of your account or password.
V. Use of Service
You may access and use the Service only in accordance with the terms of this Agreement. You represent and warrant that you will use the Service and the information available through the Service for legitimate business purposes related to your own business activities and in a manner that complies with all applicable local, state and federal laws. You may not modify, distribute, publish, license, create derivative works from, transfer, transfer in bulk, or sell any information or content available through the Site, except that you may store, print or use information downloaded from the Service for your own business use. Hushly reserves the right to rescind your license to access the Service and any Information that Hushly may decide to recall for any reason (“Recalled Data”). You agree to cease any further use of Recalled Data promptly upon notice of its recall by Hushly, and failure to do so may result in termination of your rights as a User. You are responsible for the use of the Site by you and by those who may be authorized to use or access the Site on your behalf. You may not share your account with other third parties. You agree that you will not violate or attempt to violate the security of the Site, including, without limitation:
- Log in to a server or account that User is not authorized to access;
- Attempt to test, scan, probe or hack the Site or any network used by the Site or to breach the security of the Site or identify any security vulnerabilities on the Site;
- Attempt to interfere with the Site by overloading, flooding, pinging, mail bombing or crashing it;
- Reverse engineer, decompile or disassemble any portion of the Site; and
- Use or attempt to use any spiders, robots or intelligent agents to navigate or search any portion of the Site, or otherwise scrape the Site, to extract Content.
VI. Partner Contributed Content
Hushly allows sharing of information with users. You own the information you provide Hushly under this Agreement. By contributing content you grant Hushly, and represent and warrant that you have the right to so grant, a royalty-free, perpetual, non-exclusive, unrestricted, worldwide License to use, display, transmit and distribute such content between intended parties. You represent and warrant that you will not contribute Information of parties who have informed you that they do not wish such information to be shared with this Site or with other parties. You will not provide any Contact Information or other content to Hushly which may result in legal liability to Hushly. Hushly’ use of content provided by you is solely at the discretion of Hushly. Hushly determines which content to use based on its own criteria, including the presence of similar content provided to the Site and the accuracy of that content, as determined by Hushly.
Hushly’ Site facilitates Partners the ability to contribute Information to Hushly database, subject to the restrictions set forth in this Agreement. If you contribute any Information to Hushly for access through the Site, you represent and warrant that you will not contribute any unacceptable Content (“Unacceptable Content”). Hushly reserves the right to reject or remove any Unacceptable Content for any reason. Unacceptable Content includes, but is not limited to, content that:
- Promotes an illegal or unauthorized copy of another person’s copyrighted work, or infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party, or is posted without the express permission of the owner(s) of such rights;
- Violates any obligation of confidentiality or violates the privacy, publicity, moral or any other right of any third party;
- Is lewd, profane, obscene, or indecent, including any Content that is violent or pornographic or that contains nudity, explicit violent or sexual material, or depictions of violent or sexual acts;
- Is harassing, threatening, abusive, inflammatory or otherwise objectionable, including content used to harass, stalk or threaten a person;
- Offers or disseminates any fraudulent goods, services, schemes or promotions, including any “make money fast” schemes or pyramid schemes;
- Was obtained by fraudulent means, including through pre-texting, or through accessing on an unauthorized basis the confidential and/or proprietary information of other parties. You may not use illegal or anti-competitive means to obtain and contribute content; any market intelligence research conducted by you in developing Contact Information contributed to this Site shall not violate any applicable laws or industry self-regulatory standards;
- Is libelous, defamatory, or knowingly false or misrepresents another person;
- Seeks to impersonate any person or entity, or falsely states or otherwise represents your affiliation with a person or entity;
- Is harmful to Hushly’ or any other party’s systems and networks, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information; and/or
- Consists of any other content that Hushly in its sole discretion deems to be Unacceptable Content.
Any Content placed on the Site, including Contact Information, advice and opinions, are the views and responsibility of users who contribute the content and do not necessarily represent the views of Hushly, its Partners or its third party service providers. Hushly reserves the right, but undertakes no duty, to review, edit, move or delete any content posted on Hushly.com, in its sole discretion, without notice. You agree that Hushly, its Partners and its third party service providers are not responsible, and shall have no liability to you, with respect to any content contributed to the Site or Hushly by users, including Unacceptable Content that violates this Agreement It is Hushly’ policy to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws. Hushly reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce these Terms. HUSHLY IS NOT RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON HUSHLY.
VII. Partner Pricing Terms
- In order to subscribe to the Hushly Service, you may be required to provide Hushly with billing and account information (“Billing Information”) for a credit card, payment card or another payment system for which you are authorized to approve charges (each, a “Payment Source”) to allow Hushly to collect payment from you for your use of the Hushly Service. You must provide Hushly with true, accurate, current and complete Billing Information and maintain and promptly update your Billing Information to keep it true, accurate, current and complete.
- Unless other payment arrangements have been made in advance and confirmed by Hushly, you authorize Hushly to automatically and immediately bill your Payment Source when charges for your use of the paid version of the Hushly Service are due, without any further action on your part or other prior notice on the part of Hushly. You assume full responsibility for such charges, even if such charges are declined or not paid by your Payment Source.
- If you register to use a paid version of the Hushly Service on a free-trial basis and you do not cancel the trial before the expiration of the trial period, then, upon the expiration of the trial period, your account will be automatically converted to a paid account and, unless other payment arrangements have been made in advance and confirmed by Hushly, your Payment Source will be billed for that paid Hushly Service.
- If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid or if you fail to pay charges for a paid version of the Hushly Service when due, your account may be suspended or cancelled, at Hushly’s discretion. If your account is suspended, Hushly may, but is not obligated to, maintain your account and/or related content and information, in order to allow you pay the past-due charges and restore your account. If the charges are not paid, your account may be cancelled.
- Except as set forth herein, all charges for paid versions of the Hushly Service are non-refundable unless cancelled through no fault of Your own.
- In addition to any other remedies available to Hushly, you will pay a late fee of one percent (1%) per month (or the maximum amount permitted by applicable law, whichever is less) for any late payments hereunder.
- You are solely responsible for any and all taxes, levies, charges and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder, other than any income tax incurred by Hushly. All fees stated for use of the Hushly Service are net of any applicable taxes.
- You may not assign your subscription to the Hushly Service, and such any assignment by you will be null and void; provided, however, that you may assign your subscription to the Hushly Service to its successor in interest in connection with the sale of your business as a going concern or in connection with the sale of all, or substantially all, of your assets.
VIII. Partner Termination
Without limiting other remedies, Hushly may limit, suspend or terminate the Site and Partner accounts, prohibit access to content, delay or remove content, and take technical and legal steps to keep users off the Site if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. Additionally, Hushly may, in appropriate circumstances and at our discretion, suspend or terminate accounts of Partner or users who may be infringers of intellectual property rights of third parties. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue the Hushly site.
IX. Termination of Service
Hushly reserves the right, without prior notice, at any time and for any reason, including but not limited to, material breach or misuse of the Site, or for no reason, to terminate or discontinue the Site. Except for a material breach by You or termination for Your misuse of the Site, you shall be entitled to a prorated refund of fees for Services paid and unused. Hushly will attempt to notify you at your most current email address on record with us of termination of the Site, but you agree that Hushly may terminate the Service without notice. The sections of these Terms which by their nature must survive termination or expiration of these Terms shall so survive.
You acknowledge that as between you and , Hushly owns all right, title and interest, including without limitation any and all rights existing from time to time under patent, copyright, trade secret, service mark, trade name, or trademark law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide, in and to the Site, and that you do not acquire any right, title, or interest in or to the Site by your use of either of them.
XI. Availability of the Site
Hushly intends the Site to be available 24 hours a day, 7 days a week, except for scheduled maintenance time, however Hushly makes no assurances or promises that the Site will be available as intended. Hushly is not liable for losses related to the inability to access the Site due to disruptions.
You agree to indemnify Hushly and its parners, directors, employees, agents, representatives and third party service providers, and to defend and hold each of them harmless, from any and all claims, actions, liabilities, damages, and costs (including attorneys’ fees) (collectively, “Claims”) which may arise from:
- if applicable, your contributions (including the use, reproduction, display, transmission, performance or distribution of the Contact Information you contributed) pursuant to these Terms;
- your misuse of your Hushly account;
- your unauthorized use of the Site or Contact Information obtained through Hushly;
- your breach of these Terms; or any claims of infringement or violation of any third party’s intellectual property rights or privacy rights. Hushly shall provide prompt written notice of such Claims and shall provide proper and full information and reasonable assistance to the indemnitor for the defense and/or settlement any such Claims. Hushly reserves the right to assume the exclusive control of any such defense of any such Claim.
Hushly shall indemnify Partner and Partner’s subsidiaries, affiliates, officers, directors, employees and agents harmless from any claims arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that Partner (a) promptly gives written notice of the claim to Hushly; (b) gives Hushly sole control of the defense and settlement of the claim (provided that Hushly may not settle or defend any claim unless it unconditionally releases Partner of all liability); (c) provides to Hushly all available information and assistance; and (d) has not compromised or settled such claim.
Hushly shall have no indemnification obligation, and Partner shall indemnify Hushly pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Partner’s products, services, hardware, or business processes
XIII. Disclaimer of Warranty and Limitation of Liability
YOU ACKNOWLEDGE THAT YOU ARE USING THE SITE AT YOUR OWN RISK. THE SITE AND THE SITE INFORMATION ARE PROVIDED “AS IS,” AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, HUSHLY, ITS PARTNERS AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, COMPLETENESS OR RELIABILITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. HUSHLY, ITS PARTNERS, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE SITE. NEITHER PARTY, ITS PARTNERS AND ITS THIRD PARTY SERVICE PROVIDERS SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THESE TERMS, THE PROVISION OF SERVICE, INCLUDING CONTENT, HEREUNDER, YOUR ACCESS TO OR INABILITY TO ACCESS THE SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, YOUR USE OF OR RELIANCE ON THE SITE, THE SITE INFORMATION, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE A CONSUMER, SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY AGREE TO RELEASE HUSHLY, ITS PARTNERS AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THIS SITE. NOTWITHSTANDING THE FOREGOING, IF THE LIMITATIONS OF LIABILITY OR EXCLUSIONS OF WARRANTY OR RELEASES SET FORTH IN THESE TERMS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, EITHER PARTY’S, ITS PARTNERS’ AND ITS THIRD PARTY SERVICE PROVIDERS’ MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNT PAID DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM.
You and Hushly agree not to disclose confidential information including but not limited to, each party’s product plans, technology, documentation, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.
Notwithstanding the foregoing, the terms “Confidential Information” or “Information” shall not include and the provisions of this Agreement will not apply to any information disclosed:
(1) that is generally available to the public at the time of its disclosure; or
(2) after the time, if any, that such information becomes generally available to the public except as the result of unauthorized disclosure; or
(3) that is already in receiving party’s possession at the time of disclosure to receiving party, or
(4) that was independently developed by employees of the receiving party or its related companies who did not have access to the Confidential Information disclosed under this Agreement: or
(5) that was rightfully received by the receiving party or its related companies from a third party without restrictions on disclosure or use; or
(6) that is subject to an agreement in writing that it may be disclosed by the receiving party to a third party without restriction; or
(7) that is required to disclose by law or by a governmental authority, but only to the extent of such requirement
Our web hosting and other services providers use lots of tools to protect your personal information against unauthorized access and disclosure, including encryption, passwords and physical security. However, as you probably know, no data storage facility can be made completely secure, and third parties may unlawfully access data or intercept transmissions or private communications. Therefore, although we try very hard to protect your privacy, we do not promise, and you should not expect, that your personal information or private communications will always remain secure and private. If you are not comfortable risking the inadvertent disclosure of your private information please do not post it on the Site.
- To Hushly. Notices required to be made to Hushly under these Terms shall be made by email to legal@Hushly.com and in writing to Hushly at 10761 Gascoigne Drive, Cupertino CA 95014.
- To Partners. You consent to receive communications from us electronically. We will communicate with you by email, text, or by posting notices on Hushly.com. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
XVII. Jurisdiction and Governing Law.
These Terms and the relationship between you and Hushly shall be governed by the laws of the State of California, without regard to its conflict of law provisions. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You and Hushly agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.
XVIII. For Use in the United States
Hushly is hosted in the United States and is intended for use by users located in the United States. If you are a non-U.S. user of Hushly, by visiting our Site and/or providing us with any information, you agree to comply with all federal and state U.S. laws governing the Site. You further agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside. By registering with and using the Site, you acknowledge that the United States may be a jurisdiction with privacy and security law regimes less protective of personal information than under the laws of your non-U.S. jurisdictions and you expressly consent to the transfer and maintenance of your information to the United States.
XIX. General Provisions