BY USING HUEGROUP WEB SITE ("SERVICE" OR "SERVICES") OR ANY SERVICES OF HUEGROUP, ("HUEGROUP"), PROVIDED BY HUEGROUP INC., YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS ("TERMS OF SERVICE" OR "TERMS"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY.
The purpose of HUEGROUP, Inc. (“HUEGROUP ”, “we”, “us”) is to enable, inspire, support and validate informed, creative and overall effective color decisions. To achieve its purpose, HUEGROUP makes various features and functionality (“Services”) available through www.HUE-GROUP.com (“Website”).
2) Intellectual Property, Copyright and Content Ownership
The Services and Website are proprietary to HUEGROUP and are protected by intellectual property laws and international intellectual property treaties. Any and all content, documentation, text, software, photos, video, graphics, or multimedia files created and produced by HUEGROUP and found on Website (“Content”) is the sole property of HUEGROUP. The entire content of the Website is copyrighted as a collective work under the laws of the United States and other copyright laws. Except granting a license to us to perform and promote HUEGROUP's Service, you own your own content. We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. We will not enable 3rd party advertisement on your content without your permission. HUEGROUP does not pre-screen content you upload, but HUEGROUP and its designee have the right (but not the obligation), at their sole discretion, to refuse or remove any content that is available via the Service. You shall defend HUEGROUP against any claim, demand, suit or proceeding made or brought against HUEGROUP by a third-party alleging that your content or your use of the Service infringes or misappropriates the intellectual property rights of a third-party or violates applicable law. You shall also indemnify HUEGROUP for any damages awarded against, and for reasonable attorney's fees incurred by, HUEGROUP in connection with any claim, demand, suit or proceeding by a third-party alleging that your content or your use of the Service infringes or misappropriates the intellectual property rights of a third-party or violates applicable law. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by HUEGROUP. You grant HUEGROUP a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, modify, process, analyze, use, in any way solely for the purpose to enhance, to perform and to promote HUEGROUP Service.
3) Your Obligations
A) Submission License
Under this Agreement, you own the information that you provide to HUEGROUP.
You grant HUEGROUP a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, fully paid, and royalty free right to HUEGROUP to process, analyze, use, publish, sublicense, or commercialize, in any way currently known or in the future realized, any information that you provide, directly or indirectly, to HUEGROUP. This information includes, but is not limited to: user generated content, ideas, concepts, techniques, or data that you submit to HUEGROUP, without any additional consent, notice, or compensation to you or any third parties. Any information you submit to HUEGROUP is at your own risk of loss.
To be eligible to use this service, you must meet the following criteria and represent and warrant that you: 1) are 18 years of age or older; 2) are not currently restricted from Services or otherwise prohibited from having a HUEGROUP account; 3) are not a competitor of HUEGROUP or are not using the Services for purposes that are in competition with HUEGROUP; 4) will maintain only one HUEGROUP individual account and/or one HUEGROUP company account at any given time; 5) have full power and authority to enter this Agreement and doing so will not violate any other agreement to which you are a party; 6) will not violate any rights of HUEGROUP, including intellectual property rights such as copyright or trademark rights.
You agree to: 1) keep your password secure and confidential; 2) not permit others to use your account; 3) refrain from using others’ accounts; 4) refrain from charging anyone for access to any portion of HUEGROUP; 5) you are responsible for any and all use of your account.
You indemnify HUEGROUP, affiliated companies, employees, shareholders, officers, or directors and hold HUEGROUP, affiliated companies, employees, shareholders, officers, or directors harmless for all damages, losses, and costs (including, but not limited to attorney fees and costs) related to all third party claims, charges, or investigations caused by: 1) your failure to comply with this Agreement; or 2) the content you submit to the Services; or 3) any activity you engage on or via Website.
If you purchase any services that HUEGROUP offers for a fee (either one time or on a subscription basis), you agree to pay all applicable fees as they come due, plus any related taxes, and to reimburse HUEGROUP for any collection costs and interest from any overdue amounts. All paid plans must provide and maintain valid payment information. Payments are non-refundable. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription.
By submitting ideas, suggestions, documents, comments, and/or proposals (Contributions) to HUEGROUP, you acknowledge and agree that: 1) your Contributions do not contain confidential or proprietary information; 2) HUEGROUP is not under any obligation of confidentiality, expressed or implied, with respect to the Contributions; 3) HUEGROUP shall be entitled to use or not use, to disclose or not disclose such Contributions for any purpose, in any way, in any media worldwide; 4) HUEGROUP may have something similar to the Contributions under consideration or in development; 5) you are not entitled to any compensation for reimbursement of any kind for such Contributions to HUEGROUP under any circumstances and you irrevocably assign to HUEGROUP all rights to your Contributions.
G) Prohibited Content
You agree that you will not post any content that 1) promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual; 2) is pornographic or sexually explicit; 3) bullies, harasses, or advocates stalking, bullying, or harassment of another person; 4) is false, misleading, abusive, threatening, obscene, defamatory, or libelous.
You agree that you will not license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information on Website except as permitted by Services or by this Agreement. You agree that you will not adapt, modify, or create derivative works based on HUEGROUP technology, intellectual property, or patents underlying Services. You agree that you will not engage in “framing”, “mirroring”, or otherwise simulating the appearance of Website.
J) Links to and from website
You agree that if you create a link to a page of this website you do so at your own risk and the exclusions and limitations set out above will apply to your use of this website by linking to it. HUEGROUP does not monitor or review the content of other party’s websites which are linked to from this website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by HUEGROUP and should not be regarded as the publisher of such opinions or material. Please be aware that HUEGROUP is not responsible for the privacy practices, or content, of these sites. HUEGROUP encourages our users to be aware when they leave our site and to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. HUEGROUP will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.
H) API Terms
The use of the API, including use of the API through a third-party product that accesses HUEGROUP, is bound by this Terms of Service. Excessively frequent requests to HUEGROUP via the API may result in the temporary or permanent suspension of your account's access to the API. HUEGROUP has sole discretion to determine excessive usage of the API. IN any case, HUEGROUP will make a reasonable attempt via email to warn the account owner prior to suspension. HUEGROUP reserves the right to, temporarily or permanently, modify or discontinue, at any time, your access to the API (or any part thereof) with or without notice. HUEGROUP shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, such as damages for loss of profits, goodwill, use, data or other intangible losses, resulting from your use of the API or third-party products that access data via the API.
4) Your Rights
On the condition that you comply with all the above Agreement obligations, HUEGROUP grants you a limited, revocable, nonexclusive, non-assignable, non-licensable license and right to access Services subject to any required payments to HUEGROUP. HUEGROUP reserves all rights not expressly granted in this Agreement, including, without limitation: title, ownership, intellectual property rights, and all other rights and interest in HUEGROUP. Violation of any of the Terms will result in the termination of your Account. While HUEGROUP prohibits conduct and content in violation of the Terms of Service, you understand and agree that HUEGROUP cannot be responsible for any content posted by you on the Service.
5) Deletion of Information
6) Termination of Agreement and Refund Policy
Both User and HUEGROUP may terminate this Service Agreement for no reason or any reason at any time. In the event that User receives a Notice of Account Termination from HUEGROUP, User will loose access to Services. The Service Agreement shall continue for the term of the User’s contract, and continue thereafter with effect from each Renewal Date for each Renewal term unless HUEGROUP receives a Notice of Termination. If the Notice of Termination is not received by HUEGROUP by the date falling 30 days prior to the Renewal date the agreement shall continue. User is solely responsible for properly canceling their account. An email or phone request to cancel user account is not considered a proper cancellation. User can cancel their account at any time by using the cancel account feature.
If user cancels their Service before the end of their current paid month, cancellation will take effect immediately and user will not be charged again. All user content will be immediately deleted from the Service upon cancellation. This information cannot be recovered once user account is cancelled.
At its sole discretion, HUEGROUP has the right to suspend or terminate user account and refuse any and all current or future use of the Service, or any other HUEGROUP service, for any reason at any time. Termination of the Service will result in the deactivation or deletion of user Account or denial of user access to user Account. Upon termination user will forfeit and relinquish all content in their Account.
No refunds shall be offered where a Service Period is deemed to have begun and is, for all intents and purposes, underway.
7) HUEGROUP Rights & Obligations
HUEGROUP will allow you access to HUE-GROUP.com as it may exist and be available on a given day and we have no other obligations, except as expressly written in this Agreement. HUEGROUP may modify, replace, suspend, or discontinue HUEGROUP.com partially or entirely. HUEGROUP may modify its prices for all or part of its Services to you or to all our users at our sole discretion. HUEGROUP has no obligation to store, maintain, or provide you a copy of any content that you or other Users provide when using Services.
WE NOT DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. HUEGROUP DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. HUEGROUP IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT USED OR DISPLAYED BY SERVICES. HUEGROUP DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS USING ITS SERVICES. HUEGROUP DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. HUEGROUP IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER OFFLINE OR ONLINE, OF ANY USER OF THE SERVICES. UNDER NO CIRCUMSTANCES SHALL HUEGROUP BE RESPONSIBLE FOR ANY LOSS, DAMAGE, PERSONAL INJURY, OR DEATH RESULTING FROM USE OF THE SERVICES OR FROM ANY OF THE CONTENT POSTED ON THE SITE, OR TRANSMITTED TO USERS, OR INTERACTIONS BETWEEN USERS OF THE SERVICES, WHETHER OFFLINE OR ONLINE. DO NOT RELY ON HUEGROUP, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE ANY AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OF DATA, AND NON-INFRINGEMENT.WE MAKE NO WARRANTY THAT: 1) THE SERVICES WILL MEET YOUR REQUIREMENTS, 2) THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, 3) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES/USE OF SERVICES WILL BE ACCURATE OR RELIABLE. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to you.
9) Limitation of Liability
Neither HUEGROUP, affiliated companies, employees, shareholders, officers, or directors shall be cumulatively liable for: any damages arising from or related to your use of Services in excess of $75 or the amount you paid to HUEGROUP in the 12 months prior to the accrual of the claim, whichever is greater. Neither HUEGROUP, affiliated companies, employees, shareholders, officers, or directors shall be liable for: any special, incidental, indirect, punitive, or consequential damages or loss of profit, use, revenue, or data to you or any third person arising from your use of Services or any of the content or other materials on, accessed through, or downloaded from HUEGROUP. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to you.
To the maximum extent possible, you release HUEGROUP, its officers, employees, directors, shareholders, or agents from claims, demands, losses, damages, rights, and actions of any kind, including death and property damage, that is either directly or indirectly related to or arises from any dispute relating to an employer’s or prospective employer’s use of information about you.
A) Governing Law
This Agreement and any claim, cause of action, or dispute arising out of or related to this Agreement shall be governed by the laws of the State of New York, USA, regardless of your country of origin or where you access HUEGROUP. You agree to submit to the personal jurisdiction of the state and federal courts in New York, USA.
B) Injunctive Relief
Under no circumstances, shall you seek or be entitled to rescission, injunction, or other equitable relief, or to enjoin or restrain the operation of Services, or advertising or communication in connection with Services.
C) Force Majeure
Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including ISP, internet service providers), or acts of God, provided that such party uses reasonable efforts under the circumstances to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
D) Entire Agreement
The Terms of Service constitutes the entire agreement between you and HUEGROUP and govern your use of the Service. The Terms of Service superseding any prior agreements between you and HUEGROUP, including, but not limited to, any prior versions of the Terms of Service. You expressly understand and agree that HUEGROUP shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from: (i) the use or the inability to use the service; (ii) unauthorized access to or alteration of your transmissions or data; (iii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into, through, or from the service; (iv) statements or conduct of any third-party on the service; or (v) any other matter relating to the service. HUEGROUP is not liable even if it has been advised of the possibility of such damages. You agree that these Terms of Service and your use of the Service are governed under the Laws of the State of New York and any dispute shall be adjudicated in the State of New York. HUEGROUP may interact with law enforcement regarding your use of the HUEGROUP Services. You acknowledge and agree that HUEGROUP may make your information available to law enforcement. HUEGROUP requires valid legal process, such as a subpoena, court order, or search warrant, in order to produce records of non-public user information to U.S.-based law enforcement. HUEGROUP requires a search warrant issued under the procedures of the Federal Rules of Criminal Procedure or equivalent state warrant procedures to compel disclosure of the content of user communications. The section titles of this Agreement are for convenience only and have no legal or contractual effect. As used in the Agreement, “including” means “including, but not limited to”.
12) Other Conditions
Your use of the Service is at your own risk. The service is provided on an "as is" and "as available" basis. Support for HUEGROUP Services is only available in English and via email. You must not modify, adapt, or "hack" the Service or modify another website so as to falsely imply that it is associated with the Service, HUEGROUP, or any other services provided by HUEGROUP. You may use the HUEGROUP pages static hosting service only as permitted and intended by HUEGROUP to host your organization or personal material. You may not use HUEGROUP pages static hosting service for any other purpose. We may, but have no obligation to, remove content and Accounts containing content that we determine, at our sole discretion, are unlawful, threatening, libelous, defamatory, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service. You understand that HUEGROUP uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. Your verbal, physical, written or other abuse (including threats of abuse or retribution) of any HUEGROUP customer, employee, member, or officer will result in immediate termination of your Account. You understand that the technical processing and transmission of the Service and your content may be transferred unencrypted and may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. You may not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages. You may not transmit any worms or viruses or any code of a destructive nature. If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by HUEGROUP) of other HUEGROUP customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption. HUEGROUP does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, secure, timely, or error-free, (iii) the quality of any information, products, services, or other material purchased or obtained by you through the service will meet your expectations, (iv) the results that may be obtained from the use of the service will be accurate or reliable, or (v) any errors in the Service will be corrected. The failure of HUEGROUP to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.
13) Copyright and Trademark Information
Copyright 2014. HUEGROUP, Inc. All rights reserved. The trademarks, logos, service marks, trade dress displayed on the Services are the property of HUEGROUP. You are not permitted to use these Marks without our prior written consent.