Effective Date: April 4, 2019
Huecore deals in the business of data. Inherent with this business are special considerations and rules, both domestic and international, regarding the use, storage, destruction, and sharing of data.
Following are the Huecore subscriber terms and conditions (“Subscriber Terms and Conditions”); these terms and conditions are in addition to and serve to supplement (except where expressly noted otherwise), the Website Terms of Service:
After you Login to the Huecore Software Product(s), you will have access to preview the offerings provided by our participating third-party data providers (“Data Provider” or “Data Providers”). Per existing Huecore agreements with the Data Providers, certain Huecore subscription products and software product licenses are subject to vendor-specific, additional terms and conditions (the “AT&C”).
Should You decide to utilize one or more of our Data Providers offerings using our Software Product(s), You will then submit an order, and completion of the order is on the additional conditions of Your being approved as an authorized End User and Your acceptance of the applicable AT&C’s. Approval is subject to review by a Huecore Support Team member to ensure security compliance.
- Huecore grants to You, and You hereby accept, a non-transferrable, non-exclusive, limited license, without any right to sublicense, during the Term (as defined below), to access and use the Software Product(s) and Content, solely for the Permitted Purposes (as defined below), and subject to any AT&C specific to the applicable Data Provider. For the avoidance of doubt, Your use and this license shall be for internal test and evaluation purposes only, unless expressly provided otherwise in writing.
- Content shall mean to include the intellectual property associated with the Software Product(s), including any documentation and updates, and that provided by third party licensors (the “Data Providers”), including appended returns and any derivative work thereof. Huecore disclaims any responsibility, and makes no representations or warranties, as to the accuracy, timeliness or completeness of the Content provided by Data Providers.
- Log In
- When You sign up to use the Software Product(s), You will be asked to create an account and establish a password. You are entirely responsible for maintaining the confidentiality of Your password, and You are wholly and solely responsible for all activity made by You or anyone You allow to use Your account. You agree to safeguard Your account password from access by others, and to reimburse Huecore for any direct losses incurred as a result of a breach of this Section 3. You agree to maintain and promptly update the registration information to keep it accurate and complete. Huecore has the right to disable any user name, password or another identifier, whether chosen by You or provided by Huecore, at any time, in its sole discretion for any or no reason.
- Permitted Uses
- Internal testing and evaluation only, or as otherwise expressly provided for in an Agreement or the applicable AT&C.
- Termination; Data Destruction
- Unless otherwise provided for in an Agreement or the applicable AT&C, either party may terminate this Services Agreement upon 90 days prior written notice before the end of the initial term or anniversary date of a renewal term.
- Upon Termination or non-renewal, Your license to access and use the Software Product(s) shall immediately cease, and You agree that all Content, including any derivative work, will be deleted and destroyed within 30 days of termination or non-renewal. Upon request, You will provide written confirmation of the destruction. Likewise, Huecore agrees that all Submitted Data and Return Data (both as defined below), will be deleted and destroyed within 30 days of termination or non-renewal. Upon request, Huecore will provide written confirmation of the destruction. The Huecore agreements with its Data Providers generally require equal or stricter destruction requirements imposed upon the Data Provider for Submitted Data.
- YOU HEREBY ACKNOWLEDGE THAT YOU HAVE BEEN NOTIFIED AND ACKNOWLEDGE THAT THE AGREEMENTS BETWEEN HUECORE AND ITS DATA PROVIDERS MAY REQUIRE:
- THAT, IN THE COURSE OF PERFORMANCE, THE SUBMITTED DATA MAY BE TRANSFERRED AND RESIDE IN THE DATA PROVIDER SERVERS TEMPORARILY; AND
- THAT HUECORE PUT ITS END USERS ON NOTICE OF THEIR DESTRUCTION REQUIREMENTS FOR BOTH SUBMITTED DATA AND RETURN DATA, INCLUDING ANY DERIVATIVE WORK, FOLLOWING A TERMINATION OR NON-RENEWAL.
- Restriction on Use
- Huecore is not a consumer reporting agency. You may use the Software Product(s) and Content to support Your own internal processes and decisions but may not deny any service or access to a service to a consumer based on the conclusions drawn therefrom. Examples of types of service include eligibility for credit or insurance, employment decisions and any other purpose described in the Fair Credit Reporting Act (15 U.S.C.A. 1681b). You shall not in connection with Your use of the Software Product(s) and all Content therein violate any applicable local, state, national or international law, statute, ordinance, rule or regulation, including without limitation those relating to data privacy, competition or antitrust.
- You shall not (and will not allow any third party to): (i) copy, reproduce or modify the Software Product(s) or Content (or any component thereof), (ii) rent, sell, lease or otherwise transfer the Software Product(s) or Content to, or use the Software Product(s) or Content for the benefit of any third party, (iii) reverse assemble, reverse compile or reverse engineer the Software Product(s), or otherwise attempt to discover any of the source code or underlying ideas or algorithms of the Software Product(s).
- You may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Software Product(s) or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Software Product(s) or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through this website.
- Fees will generally consist of an annual access charge and a peruse returned data charge. The Fees, payable solely in US Dollars, will be set forth in the applicable AT&C, or as otherwise expressly provided for in an Agreement. Certain Content is provided at no charge, subject to the applicable AT&C.
- You agree to pay all amounts invoiced within thirty (30) days of receipt of invoice. Any payment that is not paid when due will accrue interest monthly at one (1) percent or such other lesser percentage that represents the maximum permitted under applicable law. For any undisputed fees that are not paid when due, Huecore reserves the right to suspend or terminate Your use of the Software Product(s). You will be responsible for all collection costs and reasonable attorneys’ fees that Huecore incurs to collect any unpaid bills. Fees are nonrefundable.
- Intellectual Property
- In the course of utilizing the Software Product(s), You may be required to upload .csv input files (“Submitted Data”) to receive the enriched batch of data in return (“Return Data”). Huecore acknowledges and agrees that You own and retain all rights, title, and interest in and to the Submitted Data, and any derivative work therein. You acknowledge and agree that Huecore may use, copy, transmit, distribute, store, modify, append, and cache Submitted Data that You store, integrate, or import in the Software Product(s) solely to the extent necessary for Huecore to provide the services contemplated herein. Huecore shall only disclose or provide the Submitted Data to Data Providers and other parties who need to access it in order to provide the services contemplated herein.
- Data Security
- Huecore has developed and maintains, and expects its Data Providers and End User to maintain, a comprehensive information security program that contains administrative, technical, and physical safeguards of non-public, personal information. The objectives are to ensure the security and confidentiality of such information, to protect against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to or use of such information. You represent and warrant that You maintain such a comprehensive information security program.
- Data Breach
- You agree that in the event that You become aware of any breach or compromise of the security, confidentiality or integrity of the Content and/or any personal information contained therein, or if such information was, or is reasonably believed to have been, acquired, and/or accessed by an unauthorized person (each, a “Security Breach”), You shall as soon as reasonably practicable, but no later than twenty-four (24) hours after becoming aware of such Security Breach, notify Huecore thereof and comply with all notification actions, and/or assist Huecore with all notification actions required by Huecore and/or as may be provided in any applicable AT&C.
- Export, Re-Export of Data
- The Software Product(s) and Content may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. In connection with Your access and use, You are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries. You may not, directly or indirectly, use, distribute, transfer or transmit Content or the Software Product(s), except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.
- United States Government Rights
- The Software Product(s) is a “commercial item” as defined at 48 C.F.R. 2.101, consisting of “commercial computer software”, “commercial computer software documentation” and “commercial services.” If You are a U.S. governmental entity, then You acknowledge and agree that (i) use, duplication, reproduction, release, modification, disclosure, or transfer of the Software and any related documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes, (ii) the Software were developed fully at private expense and (iii) all other use of the Software except in accordance with the license grant provided above is strictly prohibited.
- The term “Confidential Information” shall mean all non-public information that either disclosing Party (“Discloser”) has furnished or is furnishing to the receiving Party (“Recipient”) and includes, but is not limited to the Discloser’s: (i) business plans, methods, and practices (including the services provided hereunder); (ii) personnel, customers, and suppliers; (iii) trade secrets and other proprietary rights; (iv) and other non-public information that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Recipient. The parties agree that all Confidential Information shall be kept in strict confidence, protected from unauthorized disclosure by reasonable security precautions, and shall be used only in the performance of the respective party’s obligations hereunder. Neither party shall disclose such Confidential Information, whether directly or indirectly, to any third party without the prior written approval of the other, and all Confidential Information of the Discloser that is disclosed to the Recipient shall remain the sole property of the Discloser (or its licensors).
- Confidential Information shall not include information that can be established by contemporaneous, clear and convincing written evidence and that is: a) lawfully received free of restriction from another source having the right to provide Confidential Information; b) in the public domain through no fault of a Recipient; however, this exclusion does not apply to nonpublic personal information; c) at the time of disclosure to a Recipient by a Discloser was known to such Recipient to be free of restriction; however, this exclusion does not apply to nonpublic personal information; d) is independently developed by or on behalf of a Recipient without reference to or use of the affected Discloser’s Confidential Information; or e) a Discloser agrees in writing is free of such restrictions.
- Recipient acknowledges that certain Confidential Information of Discloser may be deemed to be a trade secret (as that term is defined by the Uniform Trade Secrets Act) and the Recipient will protect such trade secret(s) for as long as, and to the extent that, such Confidential Information remains a trade secret. With respect to any Confidential information not deemed a trade secret, the Recipient’s obligations under this Agreement will expire three (3) years after the Recipient’s receipt of that Confidential Information.
- The Software Product(s) and Content are provided “AS IS,” without warranties, conditions, representations, or guarantees of any kind, either express, implied, statutory, or otherwise, including but not limited to any implied warranties or conditions of merchantability, satisfactory quality, title, non-infringement or fitness for a particular purpose. Huecore does not warrant the operation of its offerings will be uninterrupted or error-free.
- Limitation of Liability
- Supplementing those limitations of Liability terms provided in the Website Terms of Service, Huecore’s collective liability shall be limited to the amount You paid during the preceding twelve (12) months to use the Software Product(s) and applicable Content. In all cases, Huecore shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Huecore’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- You agree and covenant to indemnify, defend, and hold harmless Huecore, its affiliates, its directors, officers, employees, agents, consultants, contractors, partners, and service providers from and against all liabilities, damages and costs (including attorneys’ fees and settlement costs) resulting from any third party or governmental actual or threatened claim or investigation arising from access to and use of the Submitted Data, or the infringement by You (or any third party using the Your account) of any intellectual property or other right of any person or entity.
- Notices in the ordinary course of business can be sent by email to email@example.com. Extraordinary notice, including that of notice of termination or non-renewal, shall be sent by hand delivery, nationally recognized overnight courier service, or certified mail (return receipt requested), to:
- Huecore, Inc.
Attn: Legal Department
99 Wall St. Suite# 1963
New York, NY 10005
- Notices shall be effective upon receipt or when delivery is refused.
- Governing Law
WEBSITE TERMS OF SERVICE
Please read the following information carefully before using this Site.
Changes to Terms of Service
- Right to Change Terms. Huecore reserves the right, in its sole discretion, to change these Terms of Service (“Updated Terms”) from time to time.
- Notice of Updated Terms. Unless Huecore makes a change for legal or administrative reasons, Huecore will provide reasonable advance notice before the Updated Terms become effective. You agree that Huecore may notify You of the Updated Terms by posting them on the Site.
- Acceptance of Updated Terms. Your use of the Site after the effective date of the Updated Terms constitutes Your agreement to the Updated Terms. You should review these Terms of Service and any Updated Terms before using the Site.
- Effective Date of Updated Terms. 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 Site from that point forward.
Use of Site
License. During the term of this agreement, Huecore grants You a limited, non-exclusive, non-transferable license to access the Site for Your personal and non-commercial use in accordance with the Terms of Service. You are also granted a limited, revocable, and nonexclusive right to create a hyperlink to the Site so long as the link does not portray Huecore, or its products or services in a false, misleading, derogatory, or otherwise offensive matter or imply a sponsorship or endorsement of Your site, page or content.
Intellectual Property Rights. The design, trademarks, service marks, and logos of the Site (“Marks”), are owned by or licensed to Huecore, subject to copyright and other intellectual property rights under the United States, foreign laws and international conventions. Huecore reserves all rights not expressly granted in and to the Site. You agree to not engage in the use, copying, or distribution of any of the Site other than expressly permitted.
You may not engage in any of the following prohibited activities:
- copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”,
- using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site,
- transmitting spam, chain letters, or another unsolicited email,
- attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site,
- taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on Site infrastructure,
- uploading invalid data, viruses, worms, or other software agents through the Site,
- collecting or harvesting any personally identifiable information, including account names, from the Site,
- using the Site for any commercial solicitation purposes, impersonating another person or otherwise misrepresenting Your affiliation with a person or entity, conducting fraud, hiding or attempting to hide Your identity,
- interfering with the proper working of the Site,
- accessing any content on the Site through any technology or means other than those provided or authorized by the Site, or
- bypassing the measures we may use to prevent or restrict access to the Site, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the service or the content therein.
Compliance with Applicable Laws. Users of this Site are responsible for compliance with all applicable regulations and laws. If you are outside the United States, any information you share with us may be transferred out of your country and into the United States, and possibly to other countries (unless expressly otherwise agreed to in writing by you and us). By using this Site, you consent to such transfer and are representing that you and we have the right to transfer such information outside of your country.
Termination. Huecore may terminate your use of the Site at any time for any or no reason.
Links. The Site may contain links to third-party websites or resources. You acknowledge and agree that Huecore is not responsible or liable for: (i) the availability or accuracy of such websites or resources, or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Huecore of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from Your use of any such websites or resources.
Third Party Content. Through the Site, You will have the ability to access and/or use content provided by third parties. Huecore cannot guarantee that such third-party content will be free of material you may find objectionable or otherwise. Huecore disclaims any responsibility or liability related to your access or use of any third-party content.
Copyright Policy. Huecore respects the intellectual property rights of others and expects users of the Site to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If You believe that Your content has been copied in a way that constitutes copyright infringement, please contact our copyright agent:
DMCA Notice Agent (DMCA-1024643)
Attn: Legal Department
99 Wall St. Suite# 1963
New York, NY 10005
Please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Trademarks. The Huecore name and logo are trademarks of Huecore, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Huecore, except in accordance with our brand guidelines. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of Huecore, and may not be copied, imitated, or used, in whole or in part, without prior written permission from Huecore.
Disclaimers. The Site is provided “as is” and “as available,” without any warranties of any kind. To the fullest extent permissible under applicable law, Huecore disclaims all such warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from errors, suitability of content, or availability.
Limitation of Liability. To the fullest extent permitted by applicable law in no event will Huecore be liable for:
- any direct, special, indirect or consequential damages, or
- any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, including without limitation any damages caused by or resulting from reliance by user on any information obtained from Site, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance.
Feedback. We welcome any comment, question, and communication at firstname.lastname@example.org.