Terms of Service

Effective date: July 13, 2022

Thank you for visiting The HUG's (β€œThe HUG,” β€œus,” β€œwe,” or β€œour”) website (thehug.xyz) or other online services (the β€œService”). These Terms of Use (the β€œTerms of Use” or the β€œTerms”) apply whenever you use the Service. In some instances, both these Terms and separate terms setting forth additional conditions may apply to specific Services offered (β€œAdditional Terms”). Generally, to the extent there is a conflict between these Terms and any Additional Terms, these Terms will control unless stated otherwise. By accessing and using the Service in any manner, you acknowledge and agree to be bound by the version of these Terms in place at the time of your use.

If you do not agree to these Terms, any Additional Terms, or our Privacy Policy, please do not use our Service. Any use of our Service that is inconsistent with these Terms is deemed unauthorized access.

Eligibility To Use Our Service

You must be at least 16 years of age to access or use our Service or to create an account with us. You represent and warrant that (1) you are not a citizen of or located in a country or region that is targeted for comprehensive trade sanctions by the US Government, (2) you will not access or use our Service from such a country or region, and (3) you are not designated on the US Treasury's Specially Designated Nationals or Blocked Persons List or otherwise a person who is barred from doing business with US persons or from receiving exports of goods or Service from the US.

If you register with us or create an account with us, you are solely responsible for the security and confidentiality of your access credentials, for restricting access to your device, and for all activity under your account. You must immediately notify us of any unauthorized use of your account, crypto wallet, or username, or any other breach of security, but you will remain responsible for any unauthorized use thereafter. Your account may be terminated if you or anyone else uses it in violation of these Terms. The HUG may deactivate accounts that are inactive and reject any application for a The HUG account for any reason.

Limited Right To Use

In exchange for your agreement to these Terms, The HUG grants you a limited, non-exclusive, personal, revocable right and license to access and use the functionality of our Service. The right to access and use the Service is licensed to you and is not being sold to you. You have no rights in the Service other than to use it in accordance with these Terms. We reserve the right to terminate your access to our Service at any time and for any or no reason. You may not copy, reproduce, print, distribute, transmit, display, perform, publish, license, modify, translate, adapt, create derivative works from, reverse engineer, decompile, disassemble, transfer, sell or otherwise exploit the Service, or any content, products or services obtained through the Service. No links may be established to any part of the Service and no information on the Service may be framed without our prior written approval.

You may not use the Service in any manner that could disable, overburden, or impair any The HUG server, or interfere with any other person's use and enjoyment of the Service, other computer systems or networks connected to any The HUG server or to the Service, through hacking, password mining or any other means. You may use our Service only as permitted by law, including local, state, federal or international laws or regulations. We may suspend or stop providing our Service to you at any time and for any reason, including if you do not comply with our terms or policies, if we are investigating suspected misconduct or due to technical issues, and The HUG shall have no liability for such occurrences.

We reserve all rights that are not expressly granted to you under these Terms.

Intellectual Property Rights

You agree and acknowledge that The HUG (and/or our licensors, vendors, agents, or content providers) owns all rights, title and interest in the Service, as well as all text, content, graphics, interfaces, code and materials, the look and feel, selection and arrangement, design and organization of the Service, and the compilation of the content, code, data and materials on the Service, including all intellectual property and proprietary rights. The Service is protected by copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition laws of the United States and other countries. Any unauthorized use of material on the Service may violate such laws.

The trademarks, logos and service marks used and displayed on the Service (collectively, the β€œMarks”) are registered and unregistered trademarks of, and owned by, The HUG or other owners that have granted The HUG the right and license to use such Marks. For clarity, there may be instances where trademark symbols are omitted for creative reasons, which does not impact the validity or enforceability of these Marks. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit the Marks or any of the content of our Service, in whole or in part without our express, written permission. No copying, redistribution, retransmission, publication or commercial exploitation of the Marks or other material without the express written permission of The HUG or the copyright owner is permitted.

Content You Submit

You may create, post, upload, or link to content while using the Service (β€œUser-Generated Content”). You are solely responsible for your User-Generated Content and for any harm resulting from it, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

You represent and warrant that you: (i) have the right to transmit, distribute, replicate, and post any User-Generated Content you submit, (ii) you are the copyright owner or have the copyright owner's permission required to grant the rights to the User-Generated Content described in these Terms, (iii) you hold the rights necessary to grant the licenses described herein, (iv) you have obtained the express consent of each person, if any, depicted in your User-Generated Content, and (v) your User-Generated Content, and our use of that User-Generated Content as permitted under these Terms, do not and will not violate, misappropriate, or infringe any intellectual property rights, publicity rights or other proprietary rights of any third party.

We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws, our Privacy Policy or these Terms.

You retain ownership of and responsibility for your User-Generated Content, including liability for any harm it may cause. However, we need the legal right to do things like host your content, publish it, and share it. By submitting User-Generated Content to us, you grant us and our legal successors the right to store, archive, modify, parse, and display your content, and to make copies of it, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy your User-Generated Content to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it (for example, if your User-Generated Content includes sound or video). By choosing to submit your User-Generated Content, you agree to waive any rights of integrity or attribution associated with your User-Generated Content, and agree to allow us to use your User-Generated Content without any reference or attribution to you.

Additionally, if your User-Generated Content is set to be publicly viewable, you grant to other The HUG users a non-exclusive, personal, worldwide license to use, display, reproduce, and perform your User-Generated Content on the Service.

It is our policy to respond expeditiously when we receive a clear and complete notice of alleged copyright infringement that complies with the Digital Millennium Copyright Act (the β€œDMCA”). If we receive proper notification of claimed copyright infringement, we will remove or disable access to material claimed to be the subject of infringing activity in accordance with the DMCA, and in appropriate circumstances, disable and/or terminate the accounts of users who are repeat infringers. We will also promptly notify the alleged infringer that content has been removed or access disabled.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice. You may be liable for damages (including costs and attorneys' fees) if you are engaged in copyright infringement or make a false claim of copyright infringement.

How to Report Copyright Infringement. If you are a copyright owner who believes in good faith that materials hosted by us, including User-Generated Content, infringe your copyright, please provide the information requested below (including paragraph numbers) in the order requested:

  1. A legend or subject line that says: β€œDMCA Notification;”

  2. A clear identification of the copyrighted work you claim was infringed;

  3. A clear identification of the material you claim is infringing the copyrighted work, and information that will allow us to locate that material on our Service, such as a link to the infringing material;

  4. Explain what would need to be done to remedy the alleged infringement;

  5. Your contact information so that we can reply to your complaint, preferably including an email address and telephone number;

  6. Contact information for the alleged infringer (if you have it); Include the following statements:

  7. β€œI have a good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law.”

  8. β€œI swear, under penalty of perjury, that the information in the notification is accurate and I am the copyright owner, or am authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.”

  9. Include your physical or electronic signature.

The notice must be signed. Notices of claims of copyright infringement on our Service should be emailed or mailed, at your choice, to our DMCA Agent whose contact information is provided below.

How to Submit a Counter-Notice. If you believe that your content that was removed from the Service is not infringing, or that you have authorization to post and use the material from the copyright owner, the copyright owner's agent or pursuant to the law, you may send our DMCA Agent a counter-notice containing the following information:

  1. A legend or subject line that says: β€œDMCA-Counter Notification;”

  2. Clear identification of the content that has been removed and the location at which the content appeared before it was removed;

  3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content. You may also explain why you believe this;

  4. Your contact information, preferably including an email address and telephone number;

  5. A statement that you consent to the jurisdiction of the Federal District Court for the Southern District of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement;

  6. Your physical or electronic signature.

If our DMCA Agent receives a counter-notice, we may send a copy of the counter-notice to the original complaining party informing that person that The HUG may replace the removed content in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider or user, the removed Content may be replaced after receipt of the counter-notice, at The HUG's sole discretion.

DMCA Agent. The contact information for our DMCA Agent is: Assemble Stream DMCA Agent Assemble Stream Inc. 1178 Broadway 3rd Floor #1312 New York, NY 10001 Phone: (201) 834-6102 legal@assemblestream.com

Privacy

Your privacy is important to us. Please review our Privacy Policy, which is incorporated into these Terms by reference.

Availability Of The Service

While we use commercially reasonable efforts to keep our Service accessible, it may be unavailable from time to time for indefinite amounts of time and for any reason including, without limitation, routine maintenance. The HUG is not responsible for any unavailability of the Service, for any coverage or connectivity issues you may experience, or any charges, data rates, or other fees incurred for cellular service, internet connection, etc.

Accuracy And Errors

Although we strive for accuracy, we do not warrant that the Service or any content hosted on it is complete, accurate, reliable, current, or error-free. Please use your best judgment when using our Service. The HUG is not responsible for your interpretation of or reliance on any information or content found on the Service, and makes no representations about the accuracy, reliability, completeness, or timeliness of the Service. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information on our Service at any time without prior notice.

Additional Terms Govern NFT Minting Process

A separate set of terms (the β€œHUGmint Terms”) govern our proprietary self-serve software application that allows users to create, custody, and transfer nonfungible tokens (β€œNFTs”) on the Ethereum Network. To the extent there is a conflict between these Terms of Use and the HUGmint Terms, the HUGmint Terms shall control where applicable.

Disclaimer Of Representations And Warranties

To the maximum extent permitted by applicable law, your access to and use of the service is at your sole risk, and the service is provided on an β€œas is,” β€œas available,” and β€œwith all faults” basis. The hug and its direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the β€œthe hug parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to the service, except as set forth below.

Except for any specific warranties provided herein or as required by applicable law, the the hug parties hereby further disclaim all warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, non-infringement, or misappropriation of intellectual property rights of third parties, title, custom, trade, quiet enjoyment, system integration, and freedom from computer viruses.

Limitation Of Our Liability

To the maximum extent permitted by applicable law, in no event shall the the hug parties or any of their employees, agents, partners, service providers, content providers or licensors be liable for any indirect, incidental, special, consequential or punitive damages however caused, whether for breach of warranty, breach of contract, product liability, negligence, strict liability or otherwise, arising out of the use of or inability to use the service, arising out of the content and other information contained therein or in these terms of use, or your access to, use of, or inability to access or use the service, or any content obtained from the service, even if the the hug parties have been advised of the possibility of such damages.

In no event will the the hug parties' total liability to you exceed, in the aggregate for all possible damages, losses, and causes of action in connection with your access to and use of the service and your rights under these terms, an amount that is the lesser of two hundred and fifty dollars (usd $250.00) or the amount that you have paid the hug in the last year for access to the service.

You acknowledge that the hug would not provide access to the service if not for the foregoing limitations of liability, and that these limitations of liability are essential elements of the terms. These limitations of liability reflect the allocation of risk between the parties. the limitations specified in this section will survive and apply even if any limited remedy specified in these terms or any applicable additional terms is found to have failed of its essential purpose.

Because some jurisdictions do not allow a limitation or exclusion of liability in all circumstances, in those jurisdictions, the the hug parties' liability shall be limited to the extent permitted by law.

Indemnification

Except where specifically prohibited by applicable law, you agree to defend (if requested by The HUG), indemnify, and hold the The HUG Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any The HUG Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your User-Generated Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; and (vi) any misrepresentation made by you (all of the foregoing, β€œClaims and Losses”). The The HUG Parties reserve the right to assume the exclusive defense and control of any Claims and Losses; however, you will cooperate as fully as required by the The HUG Parties in the defense of any Claims and Losses. The The HUG Parties retain the exclusive right to settle, compromise, and determine whether to pay any and all Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of the impacted The HUG Party. This section is not intended to limit any cause of action against us that you may have but that is not waivable under applicable law.

Dispute Resolution Terms

Please read this section carefully. It affects your legal rights, including your right to file a lawsuit in court and to have your claim heard by a jury.

Informal Dispute Resolution. If you have a dispute with us, please contact us and we will try to resolve it. Pursuant to these terms, you agree that you will make a good faith effort to informally resolve any disputes that may arise between you and us before resorting to arbitration, and agree to provide written notice to the email or mailing addresses listed below describing your claim so that we can attempt to resolve it with you. If we do not satisfactorily resolve your claim within thirty (30) calendar days of receiving your written notice, then you may provide a second written notice explaining your intent to pursue your claim in arbitration. You may not initiate arbitration without first following the informal dispute resolution procedure provided in this paragraph.

Agreement to Arbitration. Any dispute, claim, or cause of action you may have against us that is not resolved informally through the process described in the preceding paragraph shall be settled by binding arbitration administered by the AAA in accordance with its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable depending on the amount in controversy. Payment of all filing, administration and arbitrator fees will be governed by the AAA's applicable rules, and we will reimburse those fees if your claims at issue seek less than $10,000. Likewise, we will not seek attorneys' fees and costs in arbitration. Judgment on any award rendered by the arbitrator may be entered in any state or federal court of competent jurisdiction.

Exclusions from Arbitration. Notwithstanding the above, you or we may choose to pursue a dispute in court and not by arbitration if the dispute qualifies for resolution in small claims court. We may also seek injunctive relief, damages, or other appropriate relief in state or federal court if the dispute involves an infringement or threatened infringement of our intellectual property rights. Any such dispute brought by you or us in court shall be filed in the state or federal courts located in New York County, NY, and you consent and agree to the personal jurisdiction and venue of these courts.

Class Action Waiver. You agree that, to the maximum extent permitted by applicable law, any and all disputes, claims, and causes of action arising out of or connected with our Service, these Terms, or our Privacy Policy will be resolved on an individual basis, without resort to any form of class action or mass action. This provision shall not be construed as a waiver of your right to seek public injunctive relief as provided under California law to the extent such right may otherwise be available to you.

Time Limitation. You agree to bring any and all claims you may have against The HUG within one (1) year from the date of accrual of a cause of action, and that actions brought after this date will be deemed time-barred.

Governing Law

Any disputes arising out of or related to these Terms and/or your use of our Service shall be governed by the laws of the United States and the State of New York, without regard to choice-of-law rules and without regard to conflicts-of-laws principles.

General Provisions

Service Not Intended for International Use. The HUG controls and operates the Service from the US, and makes no representation that the Service is appropriate or available for use beyond the US. If you use the Service from other locations, you are doing so on your own initiative, at your own risk, and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content.

No Waiver. No delay or failure by The HUG to enforce any provision in these Terms shall constitute a waiver of any of The HUG's rights. Neither the receipt of any funds by The HUG nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of these Terms. Only a specific, written waiver signed by an authorized representative of The HUG shall have any legal effect.

Severability. If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms. To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

Modification. We reserve the right to make changes to these Terms at any time, and will post an updated version on our Service. Please check back from time to time to ensure you are aware of any updates or changes to these Terms. Any new Terms will be effective as of the time that we post them. In the event any notice to you of new, revised, or additional terms is determined by a tribunal to be insufficient, the prior version shall continue in effect until sufficient notice to establish a new agreement occurs. You can reject any new, revised or additional terms by discontinuing use of the Service.

Investigations; Cooperation with Law Enforcement; Termination; Survival.Except where specifically prohibited by applicable law, The HUG reserves the right, without limitation, to: (i) investigate any suspected breaches of the security of its Service and information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms, (iii) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (iv) pursue legal claims against violators of these Terms, and (v) discontinue the Service, in whole or in part, or, suspend or terminate your access to the Service, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to The HUG under these Terms. Upon suspension or termination of your access to the Service, or upon notice from The HUG, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to The HUG, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding dispute resolution.

Assignment. The HUG may assign its rights and obligations under these Terms, in whole or in part, to any party at any time without any notice. These Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of The HUG.

How To Contact Us

If you have any comments or questions about these Terms, communications can be submitted to our postal address, via email to legal@assemblestream.com or by calling (201) 834-6102.

Assemble Stream Inc.

1178 Broadway 3rd Floor #1312 New York, NY 10001

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