Terms of Use

Last updated: September 24, 2014

Please read these Terms of Use ("Terms") carefully, these terms affect your legal rights and obligations. By downloading, accessing or using the mobile applications, websites or other products or Services (collectively, the "Services") of Huddlr, LLC. and our affiliates ("Huddlr", "we" or "us"), you signify that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services. We may change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, posting a notice on the Services or updating the "Last Updated" date above. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended Terms, you must stop using the Services. There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms. ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT (AS DESCRIBED IN SECTION 17 BELOW) AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND HUDDLR WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.


Contents

  1. Eligibility
  2. Service Terms
  3. User Content
  4. Huddlr Content
  5. Prohibited Activities
  6. Security
  7. Availability of Services
  8. Interaction with Other Users
  9. Third Parties
  10. Facebook Authorization
  11. Copyright Requirements
  12. Communications with Huddlr
  13. Notice to International Users
  14. Disclaimer of Warranties
  15. Limitation of Liability; Waiver
  16. Indemnification
  17. Arbitration
  18. Time Limitation on Claims
  19. Governing law & Venue
  20. Entire Agreement
  21. Territorial Restrictions

1. Eligibility

  • You must be at least 13 years old to use the Services.
  • You may not use the Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services and your Content (defined below), including but not limited to, copyright laws.
  • You agree that all information you provide or provided to Huddlr upon registration is accurate, current, and complete.

2. Service Terms

  • We reserve the right to modify or terminate the Services or your access to the Services for any reason, without notice, at any time, and without liability to you.
  • Upon termination, all licenses and other rights granted to you in these Terms will immediately cease.
  • We reserve the right, in our sole discretion, to change these Terms ("Updated Terms") from time to time. Unless we make a change for legal or administrative reasons, we will provide reasonable advance notice before the Updated Terms become effective. You agree that we may notify you of the Updated Terms by posting them on the Services, and that your use of the Services after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Updated Terms before using the Services. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Services from that point forward. These Terms will govern any disputes arising before the effective date of the Updated Terms.
  • Huddlr may establish general practices and usage limits on the Services. These may include the length of time we store your data, as well as your maximum allotted storage space on our servers. You agree that Huddlr is not responsible for the deletion or failure to store any data or other content maintained or uploaded by the Services.
  • We reserve the right to force forfeiture of any account for any reason.
  • We reserve the right to refuse access to the Services to anyone for any reason at any time.
  • You agree that you are responsible for all data charges you incur through use of the Services.
  • You agree to not make any use of the Services other than as specifically authorized in these terms, without the prior written consent of Huddlr.
  • You agree to not develop third-party applications that interact with Content or the Services without the prior written consent of Huddlr.
  • You acknowledge that we may not always identify paid Services, sponsored content, or commercial communications as such.
  • Violation of these Terms may, in Huddlr's sole discretion, result in termination of the Services to you.
  • You understand and agree that Huddlr cannot and will not be responsible for the Content posted on the Services or and you use the Services at your own risk.
  • If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for Huddlr, we can stop providing all or part of the Services to you.
  • Some of the Services are supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Huddlr may place such advertising and promotions on the Services or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice.
  • For the purposes of this Privacy Policy, third-party organizations, vendors and consultants who carry out work on behalf of Huddlr are defined as “Service Providers.”

3. User Content

  • You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, events, links and other content or materials (collectively, "Content") that you generate, transmit, submit, post or display on or via the Services.
  • Huddlr and its Service Providers do not claim ownership of any Content that you post on or through the Services. Instead, you grant to Huddlr and its Service Providers a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to the Content that you post on or through the Services, subject to the Service’s Privacy Policy.
  • You understand that Content may be viewable by others. You have the ability to select which users can view your content by changing your event settings.
  • You understand that you are solely responsible for your Content and that Huddlr is not responsible or liable for your any other user’s Content.
  • You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsibility and liable for any damage or loss to you or any other party resulting thereform.
  • We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms.
  • You acknowledge and agree that Huddlr and its Service Providers may retain Content and may also disclose Content if required to do so by law or with the good faith belief that such retention or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Huddlr, its users and the public.
  • You agree that Huddlr is not responsible for, and does not endorse, Content posted within the Services. Huddlr does not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms, you may bear legal responsibility for that Content.

4. Huddlr Content

  • For the purposes of this section, Huddlr Content is defined as text, graphics, images, code, illustrations, designs, icons, photographs, video clips, and written and other materials.
  • You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participation in any sale or rent, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, Huddlr Content, the Services or any related software, except as expressly stated in these terms.

5. Prohibited Activities

  • You must not change, modify, adapt or alter the Services or change, modify or alter another website so as to falsely imply that it is associated with the Services or Huddlr.
  • You must not create or submit unwanted email, messages, comments, likes or other forms of commercial or harassing communications (a/k/a "spam") to any Huddlr users.
  • You must not engage in any intimidating, predatory, or stalking conduct.
  • You must not impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.
  • You must not use the Services to further or promote any criminal activity or enterprise.
  • You must not post private or confidential information via the Services, including, but not limited to, you or any other person’s credit card number, social security number, or alternate national identity number.
  • You must not interfere or disrupt the Services or servers or networks connected to the Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Huddlr page is rendered or displayed in a user's browser or device. You may not do anything that would compromise the security of the Services.
  • You must not attempt to restrict another user from using or enjoying the Services and you must not encourage or facilitate violations of these Terms or any other Huddlr terms.
  • You must not solicit, steal, or use the login credentials of any other registered Huddlr user.
  • You must not crawl, scrape, cache or otherwise access any content on the Services via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with Huddlr's express consent.)

6. Security

  • Huddlr endeavors to safeguard user information to ensure that user account information is kept private.However, we cannot guarantee that unauthorized third parties will never be able to bypass our security measures or use your personal information for unauthorized purposes. You acknowledge that any personal information or Content that you provide is at your own risk.
  • You are solely responsible for the security and secrecy of your login credentials.

7. Availability of Services

Although it is Huddlr's intention for the Services to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, Huddlr reserves the right to remove any Content from the Services for any reason, without prior notice. Content removed from the Services may continue to be stored by Huddlr, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, Huddlr encourages you to maintain your own backup of your Content. In other words, Huddlr is not a backup service and you agree that you will not rely on the Services for the purposes of Content backup or storage. Huddlr will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.

8. Interaction with Other Users

  • You are solely responsible for your interaction with other users of the Services, whether online or offline.
  • You agree that Huddlr is not responsible or liable for the conduct of any user. Huddlr reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you create, join or share Huddles, or submit or post Content or any personal or other information.

9. Third Parties

There may be links from the Services, or from communications you receive from the Services, to third-party web sites or features. There may also be links to third-party web sites or features in images or comments within the Services. The Services also includes third-party content that we do not control, maintain or endorse. Functionality on the Services may also permit interactions between the Services and a third-party web site or feature, including applications that connect the Services or your profile on the Services with a third-party web site or feature. For example, the Services may include a feature that enables you to share Content from the Services or your Content with a third party, which may be publicly posted on that third party's Services or application. Using this functionality typically requires you to login to your account on the third-party Services and you do so at your own risk. Huddlr does not control any of these third-party web Services or any of their content. You expressly acknowledge and agree that Huddlr is in no way responsible or liable for any such third-party Services or features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICES ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at your sole and absolute discretion and risk, to use applications that connect the Services or your profile on the Services with a third-party Services (each, an "Application") and such Application may interact with, connect to or gather and/or pull information from and to your Services profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information, you are consenting to information about your profile on the Services being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Huddlr has not itself provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold the Huddlr Parties (defined below) harmless for activity related to the Application.

10. Facebook Authorization

  • In order to make your experience more personalized and to authenticate you with the Services, the Service may require you to sign in with your Facebook account. You may be asked to sign in with the Services directly on Facebook. Your authorization of Facebook will provide us with access to a subset of your profile data on these services and other information that you have made available to them.
  • We will use, store and disclose FaceBook profile data that you share with us in accordance with our Privacy Policy. For more information about the implications of activating Facebook use, storage and disclosure of information related to you and your use of such services within Huddlr please see our Privacy Policy, located at http://www.huddlr.com/privacy/. However, please remember that the manner in which these third party services use, store and disclose your information is governed solely by their policies, and Huddlr shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

11. Copyright Requirements

You represent and warrant that: (i) you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Services; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction. Since we respect individual content owner rights, it is Huddlr’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Huddlr’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  • An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  • Identification of the copyrighted work that you claim has been infringed;
  • Identification of the material that is claimed to be infringing and where it is located on the Service;
  • Information reasonably sufficient to permit Huddlr to contact you, such as your address, telephone number, and, e-mail address;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  • A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Notice
Huddlr, LLC.
Address: P.O. Box 202859
New Haven, CT 06520-859
Email: copyright@huddlr.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.Please note that this procedure is exclusively for notifying Huddlr and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Huddlr’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, Huddlr has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Huddlr may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

12. Communications with Huddlr

  • Except as otherwise described in the Service’s Privacy Policy, available at http://huddlr.com/privacy/, as between you and Huddlr, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with Huddlr is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place Huddlr in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of Huddlr, and Huddlr will not be liable for any use or disclosure of any Content you provide.
  • It is Huddlr's policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Huddlr does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that Huddlr is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and Services, without any liability or payment of any kind to you.

13. Notice to International Users

The Services are hosted in the United States. If you are a user accessing the Services from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure, that differ from United States laws, please be advised that through your continued use of the Services, which are governed by United States law, you are transferring your personal information to the United States and you consent to that transfer.

14. Disclaimer of Warranties

THE SERVICES, INCLUDING, WITHOUT LIMITATION, HUDDLR CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER HUDDLR NOR ITS PARENT COMPANY NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE "HUDDLR PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICES; (B) THE HUDDLR CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO HUDDLR OR VIA THE SERVICES. IN ADDITION, THE HUDDLR PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE HUDDLR PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE HUDDLR PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE HUDDLR PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE HUDDLR PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS.

BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES. THE HUDDLR PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT.

15. Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE HUDDLR PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) THE HUDDLR CONTENT; (C) USER CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES; (E) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE HUDDLR PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICES; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE’S OPERATION; OR (H) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE HUDDLR PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICES). IN NO EVENT WILL THE HUDDLR PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE HUDDLR PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF HUDDLR'S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICES, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY THE HUDDLR PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICES, OR OTHER CONTENT OWNED OR CONTROLLED BY THE HUDDLR PARTIES.

BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "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."

HUDDLR IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

16. Indemnification

You (and also any third party for whom you operate an account or activity on the Services) agree to defend (at Huddlr's request), indemnify and hold the Huddlr Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney's fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Services or those conducted on your behalf): (i) your Content or your access to or use of the Services; (ii) your breach or alleged breach of these Terms; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You will cooperate as fully required by Huddlr in the defense of any claim. Huddlr reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Huddlr.

17. Arbitration

Except if you opt-out or for disputes relating to: (1) your or Huddlr's intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents); (2) violations of the API Terms; or (3) violations of provision 7 of the Prohibited Activities, above ("Excluded Disputes"), you agree that all disputes between you and Huddlr (whether or not such dispute involves a third party) with regard to your relationship with Huddlr, including without limitation disputes related to these Terms, your use of the Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association's rules for arbitration of consumer-related disputes and you and Huddlr hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local "small claims" court, if permitted by that small claims court's rules. You may bring claims only on your own behalf. Neither you nor Huddlr will participate in a class action or class-wide arbitration for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if Huddlr is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either Huddlr or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.You may opt out of this agreement to arbitrate. If you do so, neither you nor Huddlr can require the other to participate in an arbitration proceeding. To opt out, you must notify Huddlr in writing within 30 days of the date that you first became subject to this arbitration provision.

You must use this address to opt out:

Huddlr, LLC
ATTN: Arbitration Opt-out
P.O. Box 202859
New Haven, CT 06520-859

You must include your name and residence address, the email address you use for your Huddlr account, and a clear statement that you want to opt out of this arbitration agreement. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with Huddlr.

18. Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with Huddlr must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

19. Governing Law & Venue

These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with Huddlr exclusively in a state or federal court located in New York, New York, and to submit to the personal jurisdiction of the courts located in New York County for the purpose of litigating all such disputes.

If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Huddlr's failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. Huddlr reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your transactions with Huddlr.

20. Entire Agreement

If you are using the Services on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms constitute the entire agreement between you and Huddlr and governs your use of the Services, superseding any prior agreements between you and Huddlr. You will not assign the Terms or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Huddlr. Any purported assignment or delegation by you without the appropriate prior written consent of Huddlr will be null and void. Huddlr may assign these Terms or any rights hereunder without your consent. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or otherwise unenforceable, the parties nevertheless agree that such portion will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions, and the remaining provisions of the Terms remain in full force and effect. Neither the course of conduct between the parties nor trade practice will act to modify the Terms. These Terms do not confer any third-party beneficiary rights.

21. Territorial Restrictions

The information provided within the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Huddlr to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, Services or other feature that Huddlr provides. Software related to or made available by the Services may be subject to United States export controls. Thus, no software from the Services may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

The effective date of these Terms is September 22, 2014. These Terms were written in English (US). To the extent any translated version of these Terms conflicts with the English version, the English version controls.