Huduki maintains this Acceptable Use Policy ("AUP") to provide users ("You" or "Your") of its publication services and Huduki's various systems and network (the " Services") in providing you with an interactive store on which you offer your or a third party's products or services ("your Store") with information relating to your use of our site at www.huduki.com (the " Huduki Site").
Huduki may amend this Acceptable Use Policy at any time by posting the amended AUP on the Huduki Site. All amended terms shall automatically be effective immediately after they are initially posted on the Huduki.com. Your continued use of Huduki Services will constitute your acceptance of any changes or additions to this Acceptable Use Policy.Should you object to any term or condition of the TOU, any guidelines, or any subsequent modifications thereto or become dissatisfied with huduki in any way, your only recourse is to immediately discontinue use of huduki. huduki.com has the right, but is not obligated, to strictly enforce the TOU through self-help, community moderation, active investigation, litigation and prosecution.
Scope and Application of AUP
This AUP forms an integral part of the Merchant User Agreement (as posted on the Huduki Site and amended from time to time). Your compliance with, and cooperation in Huduki's enforcement of this AUP is an important condition to your continuing contractual rights to use the Services.
This AUP is not intended to address all possible unacceptable uses of the Services. As a result, Huduki reserves complete discretion to determine what constitutes an unacceptable use of its Services and reserves the right to suspend or terminate your access to the Services, or take such other action as Huduki deems appropriate in its sole and exclusive discretion.
CONTENT
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials ("Content") posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. More specifically, you are entirely responsible for each individual item ("Item") of Content that you post, email or otherwise make available via the Service. You understand that huduki.com may not be able to monitor all contents , and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the huduki site and Content available through the Service may contain links to other websites, which are completely independent of huduki. huduki makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other webites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will huduki be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that huduki may not be able to pre-screen or approve Content all the time , but that huduki shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Servi
ce, for violating the letter or spirit of the TOU or for any other reason.
Lawful Purpose
You may use the Services only for lawful purposes. You may not transmit, store or present any information, software, data, file or material in violation of any applicable law or regulation. You may not use the Services to facilitate, or otherwise assist others in the violation of any law or regulation.You are solely responsible for ny content posted by you which does not adhere to applicable state/country law and Huduki.com and its staff are not liable for that.
Prohibited Activities
YOUR USE OF HUDUKI's SERVICES MAY NOT VIOLATE ANY OF THE PROVISIONS IN THIS AUP. HUDUKI MAY SUSPEND OR TERMINATE YOUR SERVICES, OR ALTERNATIVELY REMOVE (TO THE EXTENT POSSIBLE) ANY MATERIALS, IF IT DETERMINES, IN ITS SOLE AND EXCLUSIVE DISCRETION, THAT YOU HAVE ENGAGED IN ANY ACTIVITY THAT VIOLATES THIS AUP.
You violate this AUP when you, end users of your Store or any third party acting on behalf of you or your end users, engage in any activity, directly or indirectly, or attempt to engage in an activity, whether successfully or otherwise, contrary to the terms of this AUP.
You agree that your activities and any products, services or content published and distributed through your Store using the Huduki Services shall not:
violate the list of Prohibited and Restricted Items Policy of the applicable state and country that is incorporated herein;
be false, inaccurate or misleading;
be fraudulent or involve the sale of counterfeit or stolen items;
infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, anti-discrimination or false advertising);
be defamatory, trade libelous, unlawfully threatening or harassing, advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
be obscene or contain child pornography;
contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and you shall not use your account or your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
be involved in the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent you shall maintain a written record for a period of three (3) years after any termination of the Merchant User Agreement;
be harmful or potentially harmful to the huduki server structure as determined in huduki's sole discretion, including, without limitation overloading the huduki technical infrastructure;
involve subleasing your account or offering "free space" on or other access to your account or your Store to third parties;
create liability for huduki and its subcontractors or expose them to undue risk or otherwise engage in activities that huduki, in its sole discretion, determines to be harmful to huduki's affiliates, operations, reputation, or goodwill ;
link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation;
Manipulate the price of any item or interfere with other users' listings;
Circumvent or manipulate the fee structure or billing process of huduki;
Copy, modify or distribute content from our sites, and huduki's trademarks and copyrights;
huduki will not intervene or become involved in any disputes between you and a third party, including but not limited to end users of your Store. Consequently, huduki reserves the right, in its sole and exclusive discretion, to suspend or terminate Services to you upon its receipt of any third party complaint that you have engaged in any activity that violates this AUP that may otherwise subject huduki to liability for any reason, or that may cause huduki to incur legal fees or other expenses.
huduki may suspend and terminate your use of the Services without notice to you and end users of your Store for breach of this AUP. huduki may also report your activities to the appropriate law enforcement agencies and you will be solely responsible for this act and huduki.com is no way liable.
Privacy
While huduki is concerned with the privacy of on-line communications and websites, the Internet is no more secure than other means of communications. You should assume that all on-line communications are insecure. huduki is not responsible for the security of any information transmitted over its Services.
Spamming and Related Activities
huduki strictly prohibits your use of huduki's Services to transmit spam or to host a site that is advertised or announced via spam. "Spam" is any form of unsolicited advertisement or informational announcement that is transmitted, whether singularly or in bulk, via any Internet-based communications medium. Activities that violate this AUP may also subject you to civil liability to third parties and to criminal penalties.
Permission-Based Communications
You may use huduki's Services to transmit permission-based communications for purposes of marketing your goods and services, provided that you otherwise comply with the standards set out in this AUP, the huduki Privacy Policy and all applicable laws including, but not limited to, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN-SPAM Act"). All marketing conducted using huduki's Services must be permission (opt-in) based. You must keep adequate and verifiable records to prove that your marketing is strictly permission-based. Huduki.com will investigate all complaints by 3rd party and have rights to terminate your account.
Copyright Policy
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify huduki.com administrator by using the appropriate link from “Contact Us” section of the site.
Please provide our Agent with the following Notice:
a) Identify the material on the huduki.com site that you claim is infringing, with enough detail so that we may locate it on the website;
b) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
c) A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
d) Your address, telephone number, and email address; and
e) Your physical or electronic signature.
Huduki.com will remove the infringing posting(s), subject to the the procedures outlined in the Digital Millenium Copyright Act (DMCA).
Merchant User Agreement
This Merchant User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "You"), and huduki, ("huduki").
huduki provides software programs ("Software") that enable merchants to build online stores through which they can sell their products and services online. huduki also provides merchant services, including hosting of the online store, site design, email services, marketing services, and other related services as may be offered from time to time (collectively, "Services").
This Agreement is effective upon your acceptance of it during the registration process. By accepting this Agreement and subject to the terms and conditions of this Agreement, including those terms and conditions that are set forth on the huduki website located at www.huduki.com ("huduki Site") that are incorporated herein by reference and may be accessed through links in this Agreement, huduki will provide you with a limited license to use the Software and receive the Services. Please note that underlined words and phrases in this Agreement are links to pages on the huduki Site, or other relevant sites.
By accepting this Agreement, you further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference.
You authorize huduki to process any and all of your huduki account transactions initiated through the use of the password and/or passphrase that you establish through registration on the huduki Site and you are solely responsible for maintaining the confidentiality of such password and/or passphrase.
Notwithstanding anything contained in the foregoing, this Agreement will not bind huduki unless you meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.
1. ELIGIBILITY CRITERIA.
The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. huduki uses many techniques to verify the accuracy of the information you provide when you register on the huduki Site. If for any reason, huduki, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to you, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to you.
2. HUDUKI SOFTWARE OWNERSHIP AND LICENSES.
2.1 SOFTWARE OWNERSHIP.
Software provided by huduki, and all worldwide intellectual property rights therein, are the exclusive property of huduki. All rights in and to the Software not expressly granted to you in this Agreement are reserved by huduki.
2.2 SOFTWARE LICENSE.
Subject to the terms and conditions of this Agreement, huduki grants to you a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for huduki ("huduki Servers") through the huduki Site solely for the purpose of building and maintaining an interactive store hosted by the huduki Servers on which you offer your or a third party's products or services ("your Store").
2.3 SOFTWARE LICENSE RESTRICTIONS.
You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of huduki. Accordingly, except as expressly allowed under Section 2.2, you will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or (d) transfer your interest in and to your Store to any third party.
3. SERVICES.
3.1 SERVICES.
Upon activation of Your account and subject to the payment of applicable fees, huduki will provide certain hosting, support and other miscellaneous Services for the Software licensed by you under this Agreement and your Store during the term of this Agreement as published on the huduki Site. Your Store shall be hosted on a huduki Server on which several merchants may share the resources and network capacity of that huduki Server.
3.2 STORE DESIGN AND CUSTOMIZATION.
At your request, and subject to huduki's acceptance of your request and your payment of applicable fees, huduki will provide design and customization Services for your Store as provided in this Section 3.2 and in accordance with huduki's then current customization terms and conditions. You shall provide all text, music, sound, photographs, video, graphics, logo data, software, design, information and all other content for your Store to huduki within a time period designated by huduki. huduki shall transfer all your content into electronic form and a user-accessible format.
3.3 CHANGES IN SERVICES.
huduki reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to you. You agree to receive administrative communications from huduki in regards to the Software, Services, your account, policy changes and system updates.
3.4 SERVICE DOWNGRADES.
Downgrading your Service may cause the loss of content, features, or capacity of your account. huduki does not accept any liability for such loss.
4. YOUR STORE & CONTENT CONTROL
4.1 CONTROL OF YOUR STORE.
You will be solely responsible for the development, operation and maintenance of Your Store, including the operation of your Store, accepting, processing and filing customer orders generated through your Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through your Store. You agree that huduki has no obligation to back-up any data related to your Store's operations and you should independently take appropriate steps to maintain such data in accordance with your needs and requirements.
4.2 CONTROL OF YOUR STORE'S CONTENT.
You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on your Store, regardless of whether huduki provides any design or customization Services to you under this Agreement, including all descriptions of the products and services you offer to customers of your Store and user-generated content on and related to your Store. As a conduit, huduki will give you complete discretion over your content provided it is compatible and interoperable with the Software and Services provided by huduki under this Agreement. You retain all rights, title and interest in and to all intellectual property rights embodied in your content, exclusive of any content provided by huduki. Notwithstanding anything contained in the foregoing, if you breach any of the covenants in Section 5.1 of this Agreement, huduki is entitled to suspend or terminate your Store and/or any access to information or data related to your account and the Software in accordance with Section 12 of this Agreement.
4.3 PASSIVE CONDUIT.
You acknowledge that, by only providing you with the ability to publish and distribute your own or third party products, services or content, huduki and its Software are acting only as passive conduits for the distribution and/or publishing of such products, services or content on the Store. huduki has no obligation to you or any third party, and undertakes no responsibility, to review your Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on your Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if huduki believes in its sole discretion (as applicable) that your Store or any products, services, content or other materials in the Store or on huduki Servers may create liability for huduki, you agree that huduki may take any actions with respect to the content or materials or Your Store that huduki believes are prudent or necessary to minimize or eliminate huduki' potential liability. huduki shall, as applicable, be the sole judge of what content or materials may create liability for huduki.
4.4 CONTENT LICENSE.
During the period that huduki provides Services to you pursuant to Section 3 of this Agreement, you hereby grant to huduki and its subcontractors a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform your content solely for the purposes provided in this Agreement.
5. COVENANTS
5.1 COVENANTS BY YOU.
You covenant that any products, services, or content published and distributed on your Store and your related activities shall not violate the huduki Acceptable Use Policy [link] that is incorporated herein by reference and as it may be amended from time to time, nor shall they:
be false, inaccurate or misleading;
be fraudulent or involve the sale of counterfeit or stolen items;
infringe or misappropriates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
be obscene or contain child pornography;
contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and you shall not use your account or your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to pyramid or ponzi schemes;
involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent you shall maintain a written record for a period of three (3) years after any termination of this Agreement;
be harmful or potentially harmful to the huduki Server structure as determined in huduki's sole discretion, including without limitation overloading the huduki technical infrastructure;
involve subleasing your account or offering "free space" on or other access to your account or your Store to third parties;
create liability for huduki and its subcontractors or expose them to undue risk or otherwise engage in activities that huduki, in its sole discretion, determines to be harmful to huduki's affiliates, operations, reputation, or goodwill ; and
link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation
Furthermore, you agree to display and adhere to a terms of use or other user-type agreement, as well as a privacy policy, governing your operation of your Store and your conduct with your Store's customers.
5.2 BREACH OF COVENANT.
Your failure to comply with the covenants set forth in Section 5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.
6. FEES; TAXES; & AUDIT RIGHTS
6.1 FEES.
You shall pay the fees set forth for the Software license and Services purchased by you in accordance with huduki's Fees Policy that is incorporated into this Agreement by reference. huduki may change the fees for its Services from time to time.
6.2 PAYMENT TERMS.
huduki will invoice you via PayPal and you agree to pay the non-refundable monthly subscription and other annual or one-time fees (if applicable) , in advance, including fees for the license of Software and Services to be rendered to you by or on behalf of huduki in the following month.
The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
Upon non-payment huduki may re-attempt to collect the amount due up to 3 times before suspending or terminating your Account.
6.3 TAXES.
All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and you will be responsible for payment of all such taxes (other than taxes based on huduki' income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Software and performance of the Services hereunder.
7. DISCLAIMER OF WARRANTIES.
huduki, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE, ADDITIONAL SOFTWARE, AND SERVICES, ON AN "AS IS" BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE EXCLUDED. huduki, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE, ADDITIONAL SOFTWARE, OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL huduki, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE ADDITIONAL SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). huduki'S, ITS SUPPLIERS', AND SERVICE PROVIDERS' CUMULATIVE LIABILITY AND THE LIABILITY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO [THE GREATER OF (A)] THE AMOUNT OF FEES YOU PAY TO huduki FOR (I) THE SOFTWARE LICENSE AND (II) THE SERVICES IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE ACTION GIVING RISE TO THE LIABILITY FIRST AROSE, AND (B) FIFTY UK POUNDS (£ 50). Some countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
9. INDEMNITY
You agree to indemnify and hold huduki, its suppliers, service providers and their officers, directors, agents, and employees harmless from any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from: (a) any breach of the covenants in Section 5.1 of this Agreement, (b) any content provided by you or generated by users of your Store, (c) any claims arising from the sale or license of goods or services in your Store, or (d) any breach of this Agreement or the documents it incorporates by reference. huduki, its suppliers' and service providers' indemnity rights shall not be limited or offset by any contributory negligence by huduki.
10. CUSTOMER DATA, YOUR DATA & PRIVACY POLICY
As between huduki and you, you shall own all data disclosed by or collected about (a) an individual or entity that accesses your Store to browse or shop ("Customer Data"), and (b) you ("Your Data"). huduki does not sell or rent your Data to third parties for marketing purposes without your explicit approval.
huduki shall collect, store and process Customer Data and your Data on computers that are protected by physical as well as technological security devices. If you object to Customer Data or our Data being collected, stored or processed in this way, please do not use the Software or Services.
You shall maintain all Customer Data that is collected by or disclosed to you in trust and confidence and use and disclose such information solely in accordance with your privacy policy. You must post, maintain and adhere to your privacy policy that informs your Store customers what Customer Data is collected, how it is used, the effective date of your privacy policy and how customers of your Store can learn of changes to your privacy policy via the FAQ section of your Store. In addition, you must prominently include within your posted privacy policy a statement notifying your customers that your Store is hosted by huduki and that huduki has access to aggregated information about customers of your Store in order for huduki to analyze performance and make improvements to huduki products.
11. BREACH
Without limiting other remedies, huduki may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account or your Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to you if: (a) You fail to pay any fees in accordance with Section 6 of this Agreement and the Price Policy; (b) You breach this Agreement or the documents it incorporates by reference in any other manner; (c) huduki is unable to verify or authenticate any information you provide to huduki; or (d) huduki believes that your actions may cause financial loss or legal liability for you, your Store customers, or huduki.
12. SUSPENSION AND TERMINATION
12.1 SUSPENSION.
At the discretion of huduki and for any reason set forth in Section 12 of this Agreement, huduki may suspend your account by deactivating any access by you or by your customers to any information contained on the huduki Servers related to your account while maintaining the information and data related to your account upon the huduki Servers. Suspension shall specifically include the disabling of your Store and/or any access to information or data related to your account. In the event of any such suspension you will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.
12.2 TERMINATION.
This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by huduki (a) immediately as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) YOU may terminate this Agreement via the huduki Site or via the PayPal site.
12.3 RIGHTS UPON TERMINATION.
In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and you shall destroy all copies of the Software in your possession, if any. Upon termination, there will be no refund provided to you except as set forth in the Price Policy and all outstanding fees owed by you shall become immediately due and payable. Termination shall not affect the rights of huduki to recover from you any losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses' cost or other costs of any kind under this Agreement.
13. GENERAL
13.1 GOVERNING LAW.
This Agreement shall be governed in all respects by the laws of the United Kingdom without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction.
13.2 LEGAL COMPLIANCE.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Software, the Services, and your listing and sale of products and services on your Store.
13.3 NO AGENCY.
You and huduki are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
13.4 FORCE MAJEURE.
Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party.
13.5 DISPUTES.
In the event a dispute arises between you and huduki, huduki's goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and huduki agree that any claim or controversy at law or equity that arises out of this Agreement, the Software, or Services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, huduki strongly encourages you to first contact huduki directly as provided in Section 14.6 to seek a resolution and huduki will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as an alternative to litigation. You and huduki both agree to submit to the exclusive jurisdiction of the English Courts.
13.6 NOTICES.
Except as explicitly stated otherwise, any notices shall be given via email to huduki, info@huduki.com or to the email address you provide to huduki during the registration process (in your case). Notice shall be deemed given twenty four (24) hours after email is sent, unless huduki is notified that the email address is invalid. Alternatively, huduki may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to huduki during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.
13.7 ASSIGNMENT.
You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by huduki, in huduki' sole discretion.
13.8 NO THIRD PARTY BENEFICIARY.
You acknowledge and agree that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
13.9 SEVERABILITY; WAIVER.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. huduki's failure to act with respect to a breach by you or others does not waive huduki's right to act with respect to subsequent or similar breaches.
13.10 CONSTRUCTION.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term "including" means "including without limitation", unless expressly stated to the contrary.
13.1.1 SURVIVAL.
Sections 2.4 (Ownership), 6.1 (Fees) with respect to any outstanding fees owed for the Services, 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnity), 10 (Customer Data, Your Data, & Privacy Policy), 12.3 (Rights Upon Termination), and 15 (General) shall survive any termination or expiration of this Agreement.
13.1.2 ENTIRE AGREEMENT.
This Agreement sets forth the entire understanding and agreement between you and huduki with respect to the subject matter hereof.
Prohibited Items Policy
huduki maintains this Prohibited and Restricted Items Policy to provide customers and users ("You" or "Your") of its services, systems and network (the "Services") with rules and use restrictions that apply to the types of products and services you will be permitted to offer for sale on your store using the Services made available at www.huduki.com (the "huduki Site").
huduki may amend this Prohibited and Restricted Items Policy at any time by posting the amended policy on the huduki Site. All amended terms shall automatically be effective 30 days after they are initially posted on the huduki Site. Your continued use of huduki Services will constitute your acceptance of any changes or additions to this Prohibited and Restricted Items Policy.
Scope and Application of Policy
As a merchant using huduki's software or services, you are solely responsible for the sale and purchase of items coordinated through your store.
Prohibited Items
huduki specifically prohibits sales related to the following items:
Blood, Bodily Fluids and Body Parts
Burglary Tools
Counterfeit Items
Illegal Drugs & Drug Paraphernalia
Fireworks, Destructive Devices and Explosives
Identity Documents, Personal Financial Records & Personal Information (in any form, including mailing lists)
Lottery Tickets, Sweepstakes Entries and Slot Machines
Obscene Material and Child Pornography
Offensive Material or Hate Speech
Police Badges and Uniforms
Prescription Drugs and Devices
Stocks and Other Securities
Stolen Property
Tobacco Products
Alcoholic Products
Restricted Items
It is your responsibility to understand the local/state/country law to list the non prohibited items.
Violation of Policy
huduki may suspend and terminate your use of the Services without notice to you or end users of your Store for breach of this Prohibited and Restricted Items Policy. huduki may also report your activities to the appropriate law enforcement agencies.
Privacy Policy
This Privacy Policy describes the types of information huduki, LLC ("huduki" or "we"or "us") - makers of huduki, collects and how we use that information.
Overview.
This Privacy Policy is incorporated into and subject to the terms of the huduki Site Acceptable Use Agreement and the huduki Merchant User Agreement. By accepting the huduki Merchant User Agreement and this Privacy Policy when registering to receive services from huduki ("huduki Services"), you expressly consent to our use and disclosure of your personal information in the manner described in this Privacy Policy. Furthermore, if you do not agree to the terms of this Privacy Policy, please do not use huduki Services and do not access the huduki website located at www.huduki.com ("huduki Site").
This policy is effective 07/15/2010. In you have questions regarding this Privacy Policy, you may contact us by going to our site and choose “Contact Us” link.
Information We Collect.
We collect, store and process your personal information on huduki servers. If you choose to use huduki Services, we may require you to provide contact and identity information, billing information, and other personal information as indicated on the huduki Site. Once you register on the huduki Site, you are no longer anonymous to us.
We collect and store the following information:
Email address, and basic contact information;
Computer sign-on data, statistics on page views, traffic to and from huduki Site and ad data (all through cookies - you can take steps to disable cookies on your browser, however this is likely to affect your ability to use the huduki Site);
Discussion board posts and other messages, including correspondence between huduki and you; and
General information regarding the huduki Services you have registered to receive and the operation of your Store.
Our Use of Your Information.
We use your personal information to:
provide huduki Services and products;
resolve disputes, calculate and collect fees, and troubleshoot problems;
verify users' identity and the information users provide;
encourage safe online experience and enforce our policies;
customize users' experience, analyze site usage, improve and measure interest in our services, and inform users about services and updates;
communicate administrative announcements when we need to provide users with information that may affect their use of huduki Services and products;
communicate marketing and promotional offers to our users;
provide customer service; and
perform other business activities as described when we collect the information.
During the course of the business, we may use your personal information to deliver to you information that is targeted to your interests. Upon receipt of the first communication of this type, you will have the opportunity to opt-out of future communications by clicking on the unsubscribe link or by following the unsubscribe instructions described within the communication. From time to time, we may implement solutions designed to more efficiently capture your communications preferences. In any such event, we will strive to reflect any previously stated communicated preferences within such solutions.
As part of your registration for huduki Services on the huduki Site, you agree that you may receive certain administrative communications from huduki, such as administrative announcements and customer service messages regarding huduki Services and products, and you will not be able to opt out of receiving such administrative communications.
Our Disclosure of Your Information.
We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We may disclose personal information to respond to legal requirements, enforce our policies, respond to claims that a listing or other content violates other's rights, or protect anyone's rights, property, or safety. We may also share personal information with:
corporate affiliates to help coordinate the services we provide to you, enforce our terms and conditions, and promote trust and safety;
service providers who help with our business operations and assist in the delivery of huduki Services to our users. These service providers are under confidentiality agreements with us;
law enforcement or other government officials in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, violations of the Merchant User Agreement, or as otherwise required by law; and
If we or our corporate affiliates are involved in a merger or acquisition, we may share personal information with another company, but this Privacy Policy will continue to apply unless it is amended as described in "Notification of Changes" section set forth below.
Notification of Changes.
We may amend this Privacy Policy at any time by posting the amended terms on the huduki Site. In the event of amendment, all terms shall become effective immediately after they are initially posted to the huduki Site. Your continued use of huduki Services, systems, and network will constitute your acceptance of any changes or additions to this Privacy Policy.
You are solely responsible for ensuring that materials sent, posted or distributed by you using huduki's Services comply with this AUP and all applicable laws and regulations. huduki does not review, edit, censor or take responsibility for any information you, other customers or your end users may create.
huduki may disclose information, including information that you may consider confidential, in order to comply with a court order, subpoena, summons, discovery request, warrant, regulation or governmental request. huduki assumes no obligation to inform you that such information has been provided and, in some cases, may be prohibited by law from providing you with notice.
