These Terms are between you and H Influencer Collective Inc., with its place of business at 655 Montgomery St., San Francisco, CA, 94111 United States (“Company”, “we” or “us”) concerning your use (including any access to) of The Hub website located at https://thehhub.com and/or our mobile software application (together with any content, functionality, and services available therein, and successor site(s) or applications thereto, the “Platform”). These Terms hereby incorporate by this reference any additional terms and conditions posted by us through the Platform, or otherwise made available to you by us.
BY USING THE PLATFORM, INCLUDING BY OPENING AN ACCOUNT, OR BY OFFERING OR ACCEPTING A JOB (AS DEFINED BELOW) THROUGH THE PLATFORM, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU AGREE TO THESE TERMS. THESE TERMS ALSO GOVERN THE RELATIONSHIP BETWEEN YOU (AS A CLIENT) AND CREATOR IN CONNECTION WITH JOBS THAT YOU OFFER AND YOU (AS A CREATOR) AND CLIENTS IN CONNECTION WITH JOBS THAT YOU ACCEPT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR PLATFORM.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE PLATFORM ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS. References to “you” and “your” in these Terms will refer to both the individual using the Platform and to any such Organization.
THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 19 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN US AND YOU, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS.
We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms through the Platform. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. Your use of the Platform following any changes to these Terms will constitute your acceptance of such changes. The “Last Updated” legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links); charge, modify or waive any fees required to use the Platform; or offer opportunities to some or all Platform Users. We may supply different or additional terms in relation to some of our services, and those different or additional terms become part of your agreement with us if you use those services through the Platform. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
Clients are Users on the Platform who seek Services from Creators.
Client Page is, for each Client, such Client’s non-public web page listing on the Platform (together with any embedded links and functionality available therein) where the Client lists Job Notices and Job Pages.
Creators are Users on the Platform who offer Services to Clients.
Creator Page is, for each Creator, such Creator’s web page listing on the Platform where the Creator can describe their skills, experience and preferences.
Job is the opportunity for a Creator to perform Services identified in a Job Notice.
Job Notice is a request for Services that a Client posts on its Client Page, which includes the Services description, and skills needed to perform a Job and Payment terms, and where Creators may apply for such Jobs.
Job Page is the web page listing on which a Client identifies all of its available Jobs and the desired qualifications for Creators sought to perform such Jobs and provides a description for each Job.
Message Center is the messaging feature associated which allows Clients and Creators to communicate with each other regarding the Job described on the Job Notice.
Payment is the amount of money that a Client pays to a Creator upon full completion of the relevant Job, subject to these Terms and the Payment Services Provider’s governing terms and conditions.
Payment Services Provider is the third-party service provider that provides Payment services to Creators and Clients in connection with the Platform, including with respect to collection of funds from Clients in connection with Job Notices, remittance and withdrawal of funds to Creators in connection with completed Jobs, and the holding of funds.
Services are the services performed or rendered, or offered to be performed or rendered, by a Creator in connection with a Job Notice.
User means any user of the Platform, including any Client, Creator, or Platform visitor.
Work Product means the creative work the Creator creates and delivers as a result of their Services to the Client.
You expressly acknowledge and agree that (a) the Platform is merely a neutral forum where Creators and Clients can meet; (b) we are a third-party beneficiary, but not a party, to any Job agreements between Creators and Clients; (c) you are not our employee or an employee of the Clients for whom you perform Jobs, and we and Clients do not, in any way, supervise, direct, or control you or your performance of Jobs; (d) we are not responsible, and will not have any liability or obligations, for any acts or omissions by you or any other Users related to the Jobs; (e) your use of the Platform is subject to your acceptance of these Terms; and (f) we make no representations as to the reliability, capability, or qualifications of any Creators or the quality, security, or legality of any Job, and we disclaim any and all liability relating thereto.
We are in no way responsible for the accuracy, currency or completeness, of the information provided by Client or Creator in connection with the Platform. You acknowledge that the information Creators provide to Clients will be used by Clients to evaluate the Creators’ abilities to complete Jobs and the information Clients provide through the Job Notice will be used by Creators to evaluate their desire to complete a Job, and you agree not to present false, misleading or inaccurate information or other information that violates these Terms to other Users. We reserve the right to update, change or remove information from accounts on the Platform or to terminate our relationship with you should any information provided be found to be false, misleading or inaccurate.
By accepting a Job as a Creator, you understand and agree that your relationship to the applicable Client is that of an independent contractor and that no employer/employee relationship is formed. You have no authority and will not present yourself as having any such authority to speak or act on behalf of another User. As an independent contractor, you understand and agree that you waive the withholding of all workers’ compensation, statutory disability and other employee fringe benefits, including pension and health benefits, since, as an independent contractor, other Users will not provide you with any benefits whatsoever.
If you are a Client, in using the Platform you will take steps to ensure, and hereby represent and warrant that, no employment relationship is created between you and a Creator in connection with such Creator’s performance of Services for you.
The following terms and conditions apply to all Users, who are either Creators or Clients:
Clients may create and post Job Notices, and Creators may apply for and accept Jobs through such Job Notices. Job Notices, Job Pages and/or Users may be removed by us from the Platform for violations, or suspected violations, of these Terms, including: (i) posting illegal, illicit or fraudulent Job Notices or Services; (ii) infringing, misappropriating or violating any third party’s rights (including any intellectual property rights); (iii) posting spam, violent or deceptive Job Notices or Services; (iv) using third-party materials in connection with any Job; (v) posting Job Notices misleading to Creators or others; (vi) posting statements on the Client Page, Job Page or Creator Page that undermine, circumvent or violate these Terms; (vii) creating Creator Pages misleading to Clients or others; and (viii) promoting the Platform, Services and/or Job Notices through activities that are prohibited by any laws, regulations, and/or guidelines, as well as through any marketing activity that negatively affects our relationships with our Users or partners. If we remove a Job Notice for violating these Terms, we may also suspend, deactivate or terminate your account. Job Notices that are removed for violations are not eligible to be restored or edited.
Clients and Creators may communicate about a Job Notice via the Message Center. You are, and we are not, responsible for all communications that occur between you and other Users in the Message Center. In the event that, through the course of such communications a change to the Payment amount is agreed upon by both the Client and Creator, the Client must notify us by e-mail at firstname.lastname@example.org. Following receipt of such e-mail notification we may, but are not obligated to, update the Payment amount for the relevant Job as described in the e-mail notification. Upon any Payment update, the Client will be debited or credited with the difference in Payment, and if you are a Client, you authorize us and our Payment Service Providers to make such debits or credits.
Upon completion of the Services, the Creator must upload the Work Product to the Job Notice. The Client may preview such Work Product on the Job Page prior to downloading the Work Product itself. A Job is marked as complete after the Work Product submitted by the Creator is downloaded by the Client on the Job Page. Upon completion of a Job by a Creator (as described herein), eighty-two percent (82%) of the Payment for such Job will be accredited to the Creator by the Payment Services Provider and the remaining eighteen percent (18%) will be accredited to us. No Payment is remitted to a Creator until such Job completion. You agree to pay all charges incurred by you or on your behalf through the Platform, at the prices in effect when such charges are incurred.
CLIENTS MAY NOT OFFER TO CREATORS, AND CREATORS MAY NOT REQUEST FROM CLIENTS, ANY PAYMENT USING ANY METHOD OR MEANS OTHER THAN THROUGH THE PAYMENT SERVICES PROVIDER AND AS DESCRIBED IN THESE TERMS. IN CASE YOU HAVE BEEN ASKED TO USE AN ALTERNATIVE PAYMENT METHOD, PLEASE REPORT IT TO US IMMEDIATELY BY E-MAILING US AT CONTACT@THEHHUB.COM. IF YOU ENGAGE OR ARE SUSPECTED OF ENGAGING IN ANY ACTUAL OR ATTEMPTED CIRCUMVENTION OF THE PAYMENT SERVICES PROVIDER AND/OR THE PAYMENT METHOD OR MEANS DESCRIBED HEREIN, WE MAY TERMINATE OR SUSPEND YOUR ACCOUNT, IN OUR SOLE DISCRETION AND WITHOUT ANY NOTICE OR LIABILITY TO YOU.
You are solely responsible for paying any and all direct or indirect taxes that apply to you, including any GST, VAT or otherwise, which may apply to you depending on residency or location. You represent and warrant that you comply, and will comply at all times, with your obligations under income tax provisions in your jurisdiction.
All disputes regarding Payments will be handled directly among Clients, Creators and the Payment Services Provider according to the Payment Services Provider’s governing terms and conditions, which are available here: https://stripe.com/legal. You agree that we shall not be a party to, and that you will not seek to make us a party to, any such disputes.
All disputes regarding Job Notices, Jobs, Services, Work Product and/or any other disputes between Clients, Creators and/or third parties, will be handled directly between the Creator, the Client and the third party. You agree that all such disputes shall be addressed without our involvement. Notwithstanding the foregoing, we may, but are not obligated to, implement dispute resolution guidelines, which, if implemented, will be made available on the Platform or otherwise provided to Creators and Clients; If we choose to implement such guidelines, Creators and Clients agree to resolve any disputes in accordance with such dispute resolution guidelines. You agree and acknowledge that we are not a party to disputes between Clients, Creators and/or third parties, nor shall you seek to make us a party to any such dispute (except as provided below), and we shall have no liability or obligation to either you or the Creator for any Job subject to a dispute.
Without limiting the foregoing, to the extent that we, in our sole discretion, seek to assist in the resolution of a dispute, then Client and Creator agree, we shall have no liability or obligation to any User in connection with such involvement, and may cease such assistance at any time in our sole discretion.
We have no control over, are not responsible for, and do not guarantee (i) the existence, quality, safety, suitability, or legality of any Job Notices or Services, (ii) the truth or accuracy of any Job Notice, or other User Content (as defined below), or (iii) the performance or conduct, or acts or omissions, of any User or third party. We do not endorse any User, Job Notice or Service. The existence of a User account only indicates that the User has completed a relevant verification or identification process and nothing else. The existence of a User account is not an endorsement, certification or guarantee by us about any User, including of the User's identity or background or whether the User is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to apply for a Job Notice, hire a Creator, perform or use Services, or communicate and interact with other Users, whether online or in person.
If you are a Client, the following additional terms and conditions apply to you:
You must register for a Client account to access the Platform in order to post Jobs.
You may offer Job Notices to Creators; provided that the Job Notice does not violate these Terms or applicable laws, regulations or guidelines. In order to offer a Job Notice, you must provide accurate Job-related information, including a description of such Job, the Services to be performed, additional parties or materials required to complete the Job (i.e. models, props, etc.) experience required to perform such Job (if applicable), any relevant timelines and/or locations, and the Payment amount to be paid to the hired Creator upon completion of the Job.
You may review Creator applications on the Job Page and, at your own discretion, hire a Creator to perform the Services in connection with a Job Notice. You may only hire one Creator per Job Notice, unless the Job description on the Job Notice states the need for more than one Creator.
Upon creation of a Job Notice, you authorize the Payment Services Provider to (i) debit your account for the Payment, which will be paid to the hired Creator upon completion of the Job, and (ii) to debit or credit your account, as applicable, to address any changes in the Payment terms agreed upon between the Creator and Client. In the event a Job is not completed the Payment will be returned back to you by the Payment Services Provider.
Your Payment obligation to the Creator performing Services for a Job will be satisfied upon the Creator’s receipt of Payment by the Payment Services Provider. You are solely responsible for paying to Creators the full amount of any Payments owed.
In the event you decide not to download a Work Product submitted by a Creator because you believe that the Job has not been completed in accordance with the Job Notice and other requirements mutually agreed between you and the Creator, you must provide the relevant Creator a written explanation of the reasoning behind your decision not to accept the created Work Product, and provide the hired Creator an opportunity to address any concerns or objections with the provided Work Product.
If you are a Creator, the following additional terms and conditions apply to you:
You must register for a Creator account to list and market your skills, services and experience on a Creator Page and to offer and provide Services to Clients. All User Content posted to your Creator Page must be accurate. You agree that your account is not transferable and that in the event of your death, incapacity or unavailability, we may terminate any rights to your account or User Content.
You may apply for Jobs through a Job Notice. You will be notified in the event Client hires you to perform a Job by email or through the Message Center. In the event you are hired by a Client, in connection with a specific Job Notice, you agree to perform the Services in accordance with such Job Notice, provided that you may refuse to perform any Services that are illegal, illicit, dangerous or fraudulent. The Work Product must be your original work and, except as expressly agreed between you and a Client, may not contain any third party information, products, services or other materials, and will not require rights or license from a third party.
To the extent you and a Client agree to use third party information, products, services or other materials in connection with any Job, you are solely responsible to acquire all necessary permits, licenses, releases and other rights to use any models, locations, props, and other materials to perform the Services in connection with such Job.
Failure to complete a Job (for any reason) in accordance with the Job Notice, including requirements on timing, may result in cancellation of the Job. In the event of a Job cancellation, no Payment amount will be accredited to you.
The Platform is controlled or operated (or both) from the United States, and is solely for United States audience use, and may not be used outside of the United States and therefore is not subject to any non-U.S. jurisdiction or law. Any use of the Platform is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Our Platform may allow you and other Users to create, post, store and share content, including Job Notices, messages, text, photos, videos, music, sound, graphics, tags, works of authorship, applications, links and other materials (collectively, “User Content”). You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described below. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Except for the license you grant below, you retain all rights in and to your User Content, as between you and us. You warrant that all User Content and information provided while performing Jobs through the Platform will be provided in good faith, to your best ability and always in accordance with these Terms. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE PLATFORM, YOU DO SO AT YOUR OWN RISK.
Although we have no obligation to do so, we reserve the right to screen, filter, monitor, evaluate, alter or remove User Content before or after it appears on the Platform, and to analyze your access to or use of the Platform. We may disclose information regarding your access to and use of the Platform, and the circumstances surrounding such access and use, to anyone for any reason or purpose. We may, in our sole and absolute discretion, remove any User Content at any time and without any notice, including any User Content reported as violating these Terms.
You grant to us a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Platform, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others.
Rules of Conduct
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Platform. You will not:
Post, transmit or otherwise make available through or in connection with the Platform any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; or (c) obscene, indecent, pornographic or otherwise objectionable;
Discriminate against a User based on gender, race, age, religious affiliation, sexual preference or otherwise. Such discrimination is not acceptable and may result in the suspension/removal of your account;
Harvest or collect information about Users of the Platform;
Use or attempt to use another User’s account without authorization from that User;
Create a false identity on the Platform or misrepresent your identity. Your profile information, including your description, skills, location, etc., must be accurate and complete and may not be misleading, illegal, offensive or otherwise harmful. We reserve the right to require Users to go through a verification process in order to use the Platform (whether by using ID, phone, camera, etc.);
Use our Platform other than for its intended purpose and in any manner that could interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available, including by hacking or defacing any portion of the Platform; or violate any requirement, procedure or policy of such servers or networks;
Keep more than one active account, unless registration for additional accounts is approved by us in writing. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the community will be disabled. Mass account creation may result in disabling of all related accounts;
Use the Platform for any commercial purpose except as expressly permitted under these Terms, or for any purpose that is fraudulent or otherwise tortious or unlawful;
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Platform except as expressly authorized herein, without our express prior written consent;
Reverse engineer any aspect of the Platform or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Platform;
Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Platform;
Develop or use any applications that interact with our Platform without our prior written consent;
Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform content, or reproduce or circumvent the navigational structure or presentation of the Platform, without our express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Platform’s root directory, we grant to the operators of public search engines permission to use spiders to copy materials from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. We reserve the right to revoke such permission either generally or in specific cases, at any time and without notice;
Systematically download and store Platform content;
Encourage or provide instructions for a criminal offense, or otherwise create liability or violate any local, state, national or international law;
Post any private or personal information of a third party without such third party’s consent; or
Post, transmit or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Platform. Moreover, enforcement of this Section 10 is solely at our discretion, and failure to enforce this Section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 10 does not create any private right of action on the part of any third party or any reasonable expectation that the Platform will not contain any content that is prohibited by such rules.
Ownership; Limited License
The Platform, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by us or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Platform are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use the Platform. Any use of the Platform other than as specifically authorized herein, without our prior written permission, is strictly prohibited, and will terminate the license granted herein and violate our intellectual property rights.
Unless clearly stated otherwise on the Client’s Job Notice/description, when the Work Product is delivered, and subject to Payment, the Client is granted all intellectual property rights, including but not limited to, copyrights for the Work Product delivered by the Creator to the Client, and the Creator waives any and all moral rights therein. The Work Product shall be considered work-made-for-hire under the U.S. Copyright Act. In the event the Work Product does not meet the requirements of work-for-hire or when US Copyright Act does not apply, upon completion of the Services as described in these Terms, the Creator expressly agrees to assign and hereby does assign to Client the copyright in the Work Product. All transfer and assignment of intellectual property to Client shall be subject to full Payment for the Job and the delivery may not be used if Payment is cancelled for any reason. For removal of doubt, in custom created Work Product (such as art work, design work, report generation etc.), the Work Product shall be the exclusive property of Client, and Creator assigns all rights, title and interest in the Work Product. Notwithstanding the foregoing, and except as expressly stated otherwise on the relevant Job Notice, you grant to us a non-exclusive, sublicensable (through multiple tiers), perpetual, worldwide right and license to copy, modify, prepare derivative works of, display, perform, distribute and otherwise use and exploit any Work Product created by or for you in connection with a Job, for the sole purpose of marketing, promoting and advertising on and in relation to the Platform through any medium now existing or developed in the future.
Each Creator further agrees that any non-public information that they receive from any Client, shall be kept confidential and shall not be shared or used for any purpose whatsoever other than for the delivery of the ordered work to such Client.
Our trade names, trademarks and service marks include “The Hub”, “The H Hub”, “H Hub”, “H Influencer Collective”, “H Influencer Collective Inc.”, “H Marketplace”, “H Agency”, “H Blog” and “H Collective” and any associated logos. All trade names, trademarks, service marks and logos on the Platform not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Platform should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or our Platform (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in our sole discretion. You understand that we may treat Feedback as nonconfidential.
Third Party Materials
Certain Platform functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”) or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms shall be deemed to be a representation or warranty by us with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Platform at any time. In addition, the availability of any Third Party Materials through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless us, our Payment Service Provider and other service providers and our and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to: (a) your use of, or activities in connection with, the Platform (including all Services and User Content); (b) any violation or alleged violation of these Terms by you; and (c) your interactions with any other Users, your participation in a Job or Service, your use of Service, or your engagement with the Payment Services Provider, including without limitation any disputes, injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation, use or engagement.
Further, to the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Creator (if you are a Client) or Client (if you are a Creator), and their respective successors and assigns, from and against all third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorney’s fees) arising out of or relating to your violation of these Terms in connection with a Job, Services, User Content or other use of this Platform.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE PLATFORM IS MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PLATFORM, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR OUR BENEFIT AND OUR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS. (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OF DATA, LOSS OF OTHER INTANGIBLES, ACTS OR OMISSIONS OF USERS OR OF PAYMENT SERVICES PROVIDER IN RELATION TO JOBS, JOB NOTICES, SERVICES AND THE PLATFORM, OR LOSS OF SECURITY OF USER CONTENT (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY USER CONTENT), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE PLATFORM; AND (D) OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO US TO USE THE PLATFORM OR $20.00. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF BOTH US AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
These Terms are effective until terminated. We may terminate or suspend your use of the Platform at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the Platform will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 1-2, 8-9 and 11–24 shall survive any expiration or termination of these Terms.
Dispute Resolution; Binding Arbitration
ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT WE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.
YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by these Terms. The Commercial Arbitration Rules are available online at https://www.adr.org/sites/default/files/CommercialRules_Web_FINAL_1.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
Governing Law; Jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in New York County, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
You may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under these Terms without restriction.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
Repeat Infringer Policy; Copyright Complaints
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Platform infringe your copyright, you (or your agent) may send to us a written notice by mail or e-mail, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to our DMCA Compliance Department as follows: by mail to H Influencer Collective, attn: DMCA Compliance Department, 190 North 10th Street, Brooklyn NY, 11211; or by e-mail to DMCA@theHhub.com. The DMCA Compliance Department’s phone number is 315-491-7441. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the Platform compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the Platform. Apple is not providing any warranty for the Platform except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Platform and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Platform, including any third-party product liability claims, claims that the Platform fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Platform, including those pertaining to intellectual property rights, must be directed to us in accordance with the preamble section above. The license you have been granted herein is limited to a non-transferable license to use the Platform on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the Platform, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance of the terms and conditions of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof; notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.