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TERMS OF USE
Hence’s Terms of Use describes your rights, privileges, and obligations as a user of Hence’s website and services.
Hence Creative, Inc. is a professional creative platform that connects creatives, talent, and strategists with clients, and provides software solutions and related support services and information to enhance and streamline the creative process. Membership to Hence’s web-based software-as-a-service software (SaaS) platform and related-services are offered on a paid subscription and per use basis.
This Terms of Use Agreement (“Terms of Use or the ‘‘Agreement’’) is made by and between Hence Creative, Inc., a Delaware public benefit corporation, with its principal offices at 1090 Center Drive, Park City, UT 84098, United States (‘‘Hence’’), and you (‘‘you,’’ “your,’’ “User” or ‘‘Member’’). This Agreement contains the terms and conditions that govern your use of the Hence’s website (www.hencecreative.com) and related software, services, and content. You and Hence are each a party to this Agreement and collectively are referred herein as the “parties”.
By clicking the “I agree” button or by accessing, visiting, browsing, using, or attempting to interact with any part of Hence’s website or any of Hence’s software features, related-support services, content, and other resources, or any of Hence’s licensees software or services (collectively the “Services”), you agree that you have read, understand, and agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, do not access or use any part of Hence’s website or Services.
Hence reserves the right, from time to time, with or without notice to you, to make changes to this Terms of Use Agreement in Hence’s sole discretion. Continued use of any part of Hence’s website or Services constitutes your acceptance of such changes. The most current version of this Agreement, which supersedes all previous versions, can be reviewed by clicking on the “Terms of Use” link in the footer of Hence’s website.
Access to this Site
To be a Member and access Hence’s website or Services, you may be asked to provide certain registration details or other information, including personal information (legal name, email address, etc.). It is a condition of your use of Hence’s website and Services that all the information you provide is accurate, current, and complete. If Hence believes the information you provide is not accurate, current, or complete, Hence has the right to refuse you access to Hence’s website and Services, and to suspend your access and terminate your membership at any time.
Fees
Fees to access and utilize Hence’s website and Services, including initiation fees, monthly or annual subscriptions fees, and per use fees, are due in advance and non-refundable.
Member Profiles
Members may create a public member profile visible to other Members. You understand and agree that the placement or ranking of your profile in search results may depend on a variety of factors, including other Member preferences. Other Members will be able to see your profile. If you are a Member, other Members will be able to search your profile and will rely on the information you provide to invite you to connect and collaborate.
When you post Content (professional experience, endorsements, sponsorships, affiliations, films, videos, images, articles, manuscripts, screenplays, books, art, designs, music, etc.) to your member profile, you represent and warrant that you have the right, power, and authority to post that Content and grant the licenses specified below. You further represent and warrant that by posting or providing such Content you will not violate third-party rights of any kind, including, without limitation, any copyrights, patents, trademarks, trade secrets, moral rights, rights of publicity, privacy rights, and other intellectual property and proprietary rights (collectively, Intellectual Property Rights). To the extent your Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such Content and that we may exercise the rights to your Content granted under the Terms without any liability or obligation for any payment.
Hence assumes no responsibility for compliance with any agreements between Members, or duties owed by a Member to a third party, or a Member’s compliance with applicable laws, rules and regulations. Hence reserve the right, at any time and without prior notice, to remove or disable access to any Member account, profile or content for any reason, including when Hence, in its sole discretion, deems it to be objectionable for any reason, in violation of these Terms of Use or any of our then-current policies and guidelines, or otherwise harmful to Hence’s website or Services.
Endorsement
You understand and agree that Hence is not directly involved in agreements and communications between Members. You also understand and acknowledge that Hence does not edit, modify, filter, screen, monitor, endorse or guarantee Member Content and or the content of communications between Members.
You are responsible for investigating and verifying to the extent you deem necessary the identity and credentials of other Members contacted via Hence’s website and Services. By using the Hence’s website or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Member(a) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, Hences with respect to such actions or omissions. Member Affirmations, Conduct.
Member Affirmations, Conduct and Use
By using Hence’s Service, you represent, warrant and agree to the following:
Hence has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Hence may involve and cooperate with law enforcement authorities in prosecuting Members who violate these Terms.
You acknowledge that Hence has no obligation to monitor your access to or use of Hence’s website or Services, but has the right to do so for the purpose of publishing and providing Hence’s website and Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Use of Hence Communication Services
Hence’s website and Services features direct and group messaging, group forums, calendars, and/or other message or communication features designed to allow you to communicate with other Members (collectively, ‘‘Communications Services’’). You agree to use the Communication Services only to post, send and receive messages and content that are proper, related to the particular Communication Service, and intended to connect, collaborate, and share information with other Members.
Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with this site any material that:
Ownership and Rights
Hence and Hence’s website and Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that Hence’s website, Services, and all associated intellectual property rights, are the exclusive property of Hence and its licensors. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Hence’s website and Services.
Subject to your compliance with these Terms of Use, Hence’s grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable right to (i) access and utilize Hence’s website and Services made available to you, and (ii) access and view any Content of other Members which you are permitted access. You represent, warrant and agree that you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Content of other Users, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Hence or its licensors, except for the rights expressly granted in these Terms of Use.
By making your Content available on or through Hence’s website and Services, you hereby grant to Hence a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, to use, edit, view, copy, adapt, modify, distribute, host, market, transfer, display, perform, transmit, stream, broadcast, access, and otherwise fully utilize such Content on Hence’s website and Services as currently exist or may be developed in the future. Hence does not claim any ownership rights in your Content and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit your Content. For the avoidance of doubt, the license granted in this paragraph applies to your Content on Hence’s website and Services, and does not grant Hence a license to use your Content on third party media services and applications, or sublicense your Content to third parties except as may be authorized by you. Notwithstanding, Hence may use the information you provide on an aggregated, anonymized basis for its marketing and product development purposes and in the provision of Hence’s Services.
Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any Content in Hence’s website or Services infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Hence’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
Hence’s designated Copyright Agent to receive notifications of claimed infringement is Hence Creative, Inc., email: legal@hencecreative.com, address: 1090 Center Drive, Park City, UT 84098. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.
If you believe that Hence removed Content (or to which access was disabled) that is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, the removed Content may be replaced, or access to it restored, in 10 to 15 business days or more after receipt of the counter-notice, at our sole discretion.
Links to Third Party Websites or Resources
Hence’s website and Services may contain hyper-links (the “Links”) to third party websites or resources, which are not maintained by, or related to, Hence. Links to such websites are provided as a service to Members and are not sponsored by or affiliated with Hence. Hence has not reviewed any or all of such websites and is not responsible for the content of those websites. Neither is Hence responsible for the quality of webcasting or any other form of transmission received from any linked website. Links are to be accessed at the Member’s own risk, and Hence makes no representations or warranties about the availability, content, completeness, or accuracy of these links or the websites linked to Hence’s website or Services. Hence provides links as a convenience, and the inclusion of any link to a third-party site does not necessarily imply endorsement by Hence of that website or any association with its operators.
Confidential Information
Unless requested by Hence, you will not, and will cause your employees, contractors and agents to agree not, to disclose to any person or entity, other than as required by law or court order, Hence’s Confidential Information. If you are required by law (other than securities laws) or court order to disclose Hence’s Confidential Information, you will, prior to such disclosure, provide Hence with reasonable notice of such requirement, so Hence can defend its rights against such disclosure. All Hence Technology, as defined herein, will be treated as Hence Confidential Information from the date of delivery or initial disclosure.
Hence’s Confidential Information received by you will remain the exclusive property of Hence, and you will use Hence’s Confidential Information solely for the access and use of Hence’s website and Services or as otherwise provided under this Agreement. You will use the same level of care to protect Hence’s Confidential Information from unauthorized use, dissemination or disclosure as it does its own confidential information of like nature, but in no event less than a reasonable standard of care. You acknowledge that Hence is in the business of providing software solutions and related support services and information to enhance and streamline the creative process and Hence’s practices and processes are valuable trade secrets comprising Hence’s Confidential Information.
You acknowledge and agree that the right, title and interest in and ownership of all Hence Technology (including Hence’s website and its Services) are and will remain vested in Hence at all times (subject to any limited rights of access and use set forth in this Agreement) and for all purposes. You will not knowingly take any action to challenge, contest or other action inconsistent with Hence’s rights in and to the Hence Technology. For purposes of this Agreement and this Agreement, the term “Hence Technology” includes Hence’s proprietary inventions, works of authorship, materials, trade secrets, information and technology, and all intellectual property rights relating thereto, including without limitations, copyrights, hardware designs, algorithms, software, software and application programming interfaces, code, scripts, libraries, tools, configurations, GUI, and user-interface designs, architecture, documentation (both printed and electronic), network designs, know-how, trademarks, patents, copyrights, trade names, trade dress, methodologies, processes, works of authorship, trade secrets, confidential information, and any related intellectual property rights throughout the world (whether owned by Hence or licensed to Hence from a third party), used in the Services, or any other reports, documentation or materials provided by Hence or generated from your access and use of Hence’s website or Services, and any derivatives, improvements, enhancements, feedback, suggestions or extensions related to any of the foregoing, conceived, reduced to practice, or developed whether alone or jointly with others by Hence or you. The Hence Technology further includes all technology (including software, interfaces, configurations, code and scripts) that Hence developed prior to the rendering of the Services or in connection with its performance of similar services and that did not result from the Services specifically commissioned solely for use by you as specifically provided in this Agreement prior to creation.
Security
Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). Hence will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Hence considers insecure, Hence will be entitled to require the password to be changed or may suspend your access or terminate your membership until addressed to Hence’s sole satisfaction.
You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Hence reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Hence reserves the right to investigate suspected violations of these Terms of Use.
Hence reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Hence to disclose the identity of anyone believed to violate these Terms of Use. By accepting this agreement, you waive and hold harmless Hence from any claims resulting from any action taken by Hence during or as a result of its investigations and/or from any actions taken as a consequence of investigations by either Hence or law enforcement authorities.
Limitations on Liability
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, HENCE’S WEBSITE AND SERVICES ARE PROVIDED “AS-IS” AND “WITH ALL FAULTS” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. HENCE MAKES NO REPRESENTATION AS TO THE INTEROPERABILITY OF HENCE’S WEBSITE AND SERVICES WITH YOUR COMPUTERS, SMART PHONE, SMART WATCH, OR OTHER COMPUTATIONAL OR COMMUNICATION DEVICE. UNDER NO CIRCUMSTANCES WILL HENCE BE LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM A CAUSE OVER WHICH HENCE DOES NOT HAVE CONTROL, INCLUDING, WITHOUT LIMITATION, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, GENERAL INOPERABILITY OF THE INTERNET, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERROR, SEVERE WEATHER, EARTHQUAKES, AND STRIKES OR OTHER LABOR PROBLEMS. HENCE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON‑INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR COMPLIANCE WITH ANY FEDERAL, STATE OR LOCAL LAW. HENCE DOES NOT WARRANT ITS WEBSITE AND SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE. TO THE EXTENT HENCE MAY NOT AS A MATTER OF LAW DISCLAIM ANY WARRANTY, THE PARTIES AGREE THAT THE SCOPE AND DURATION OF ANY SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
IN ADDITION TO ANY OTHER LIMITATION OF LIABILITY OR DISCLAIMER SET FORTH IN THIS AGREEMENT, HENCE, ITS SUBSIDIARIES, AFFILIATES, ASSIGNEES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SERVICE PROVIDERS, AND CONTENT PROVIDERS WILL NOT BE RESPONSIBLE FOR ANY ACTIONS YOU TAKE IN CONJUNCTION OR SUBSEQUENT TO YOUR USE OF HENCE’S WEBSITE OR SERVICES. HENCES PROVIDES INFORMATION AND TOOLS THROUGH ITS WEBSITE AND SERVICES USEFUL FOR MAKING BUSINESS DECISIONS RELATED TO CONTENT CREATION, MARKETING ACTIVITIES, RELATED BUSINESS OPERATIONS, AND PROFESSIONAL DEVELOPMENT. YOU REMAIN RESPONSIBLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON YOUR ACCESS OR USE OF HENCE’S WEBSITE OR SERVICES. HENCE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE INFORMATION AND CONTENT IN HENCE’S WEBSITE AND SERVICES IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE INFORMATION AND CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND HENCE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. HENCE MAKES NO WARRANTIES THAT YOUR USE OF THE INFORMATION AND CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
EXCEPT WITH RESPECT TO A BREACH OF CONFIDENTIALITY OBLIGATIONS AND RIGHTS THIS AGREEMENT AND ANY INDEMNIFICATION OBLIGATIONS REQUIRED UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, LOST SAVINGS, LOST DATA, COMMERCIAL LOSS OR BUSINESS INTERRUPTIONS INCLUDING LOSS OR DELAY OF BUSINESS OPERATIONS OR OTHER INCIDENTAL OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES WHATSOEVER EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
HENCE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION ITS WEBSITE AND SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE INITIATION FEE, SUBSCRIPTION FEES, AND ALL OTHER FEES ACTUALLY PAID OR DUE TO BE PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM FOR, OR ALLEGEDLY CAUSING, THE DAMAGES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PROCEEDING THE LIABILITY HEREUNDER DURING THE TERM OF THIS AGREEMENT.
YOU AND HENCE ACKNOWLEDGE THE ALLOCATION OF RISK SET FORTH HEREIN AND THAT THE PARTIES WOULD NOT HAVE EXECUTED AND CONSENTED TO THIS AGREEMENT WITHOUT THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY.
Termination or Restriction of Access
Hence reserves the right, in its sole discretion, to terminate your access to Hence’s website or Services at any time, without notice.
Indemnity
You will indemnify and hold Hence, its subsidiaries, affiliates, assignees, licensors, officers, directors, employees, contractors, agents, service providers, and content providers (the ‘‘Indemnified Parties’’) harmless from any breach of this Agreement by you, including any use of Hence’s website and Services other than as expressly authorized in this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorney’s fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.
Assignment
You may not assign or transfer these Terms of Use, by operation of law or otherwise, without Hence’s prior written consent. Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect. Hence may assign or transfer these Terms of Use, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Miscellaneous
These Terms of Use will be governed and interpreted pursuant to the laws of the state of Delaware, United States of America, excluding its conflicts of law principles and the intellectual property laws, regulations and treaties of the United States of America. You specifically consent to personal jurisdiction in the state of Delaware in connection with any dispute between you and Hence arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use will be in the state and federal courts in Delaware.
If any part of these Terms of Use is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
If you are a California resident, under California Civil Code 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of Hence’s website or Services.
You agree that no joint venture, partnership, employment, contractor, or agency relationship exists between you and Hence as a result of this Agreement or use of Hence’s website or Services, unless documented separately in writing between the parties.
These Terms of Use constitute the entire agreement among the parties relating to Hence’s website and Services and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written.
The original, legally binding version of this Agreement is written in English. If it is translated into other languages by non-native English-speakers or by software, there may be discrepancies between the English version and the translated version. If so, the English version supersedes the translated version.
A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
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