These Terms of Use, together with the Privacy Policy available at (“Privacy Policy”) and the rules, policies, terms and conditions set forth in, referred to and/or linked herein, all of which are incorporated herein by reference, are, collectively, the “Agreement”.

This Agreement constitutes a legal agreement between you (“you” or “User”) and Hyqoo LLC (“Hyqoo”, “we”, “our” or “us”). This Agreement governs your use of the Hyqoo mobile application offered by us and the services and content available through the Hyqoo mobile application (collectively, the “App”). If you are accessing or using App on behalf of a business, that business agrees to this Agreement.

By using the App you hereby agree to be bound by the terms and conditions of this Agreement.

Please read this Agreement carefully. If you do not agree to be bound by this Agreement, you will not have any right to use the App. Hyqoo’s acceptance is expressly conditioned upon your assent to this Agreement in its entirety. If this Agreement is considered to be an offer by us, acceptance is expressly limited to this Agreement.

By using the App, you represent and warrant that: (i) you are at least 18 years old or the legally required age to contract in the jurisdiction in which you reside, whichever is greater, and are otherwise capable of entering into binding contracts; (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide.

To the extent permitted and except where prohibited by applicable law, this Agreement includes:

• Your agreement that the App is provided “as is” and without warranty (Section 7).
• Your agreement to release Hyqoo from liability based on claims relating to the App and otherwise (Section 9)
• Your agreement that either party may compel binding arbitration for most types of disputes (Section 8).
• Your consent to any modifications or amendments to this Agreement (Section 10).
• Your consent to the collection, use, sharing and transfer of your data as outlined in the Privacy Policy as updated from time to time.

TABLE OF CONTENTS

1. Use of Content
2. Personal Information; User Accounts
3. Prohibited Conduct on the App.
4. Intellectual Property Rights
5. Copyright Complaints and Copyright Agent
6. The App / Mobile Devices
7. Disclaimer of Warranties; Limitation on Liability
8. Mutual Arbitration Agreement
9. Governing Law; Jurisdiction
10. Modification to the App.
11. Assignment
12. Term and Termination; Survival
13. General Provisions
14. Changes to the Agreement
15. Contact Information

16. Use of Content. You agree not to copy/collect App content via robots, spiders, scripts, scrapers, crawlers, or any automated or manual equivalent (e.g., by hand). You agree not to collect App user information or interfere with the App. You agree not to disclose App content to any parties outside of the organization on behalf of which you use the App.

17. Personal Information; User Accounts.

    1. Collection of your Personal Information. Some of the materials available on the App may require prior registration to access. If you decide to access such materials you will be required to register. We may refuse to grant you, and you may not use, a User name, email address or screen name that (i) is already being used by someone else; (ii) may be construed as impersonating another person; (iii) belongs to another person; (iv) violates the intellectual property or other rights of any person; (v) is offensive; or (vi) we reject for any other reason in our sole discretion. When you complete a registration with us, you will be required to provide certain personal information. You agree that such information will be true, accurate and complete, and that you will update this information promptly when it changes. If you provide any information that is false or inaccurate, not current, or incomplete, or if we suspect that your information is false or inaccurate, not current, or incomplete, we may, in our sole discretion, suspend or terminate your right to access any material for which registration is required. Any personal information supplied hereunder will be handled subject to the terms of the Privacy Policy

    2. Account, Password and Security. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any username, password and account provided by you or us for accessing the App. You are solely and fully responsible for all activities that occur using your password or account. Hyqoo has no control over the use of any User’s account by the User or third parties and expressly disclaims any liability resulting from such unauthorized use. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you must contact us immediately at [email protected] or as described in Section 15. Nothing in this section shall affect Hyqoo’s rights to limit or terminate the use of the App, as provided below in Section 15(b).

18. Prohibited Conduct on the App. Users shall NOT use the App (including but not limited to any Community Areas) to do any of the following:

    1. Upload files that contain viruses, Trojans, corrupted files, or any other similar software that may damage the operation of another’s computer;

    2. Upload files that contain software or other material that violates the intellectual property rights or rights of privacy or publicity of any third party;

    3. Use the App for any purpose or in any manner that is in violation of local, state, national, or international law;

    4. Reverse engineer, disassemble, decompile, translate, modify, adapt, license, sublicense, alter, copy, distribute, hack or interfere with the App, its servers or any connected networks in any manner, or attempt to do any of the foregoing;

    5. Register to use the App under different usernames or identities, after Hyqoo has suspended or terminated your use of the App;

    6. Use the App in any other way that, in Hyqoo’s sole discretion is injurious to Hyqoo, third parties, or otherwise objectionable.

19. Intellectual Property Rights. The App, and the information, data, content, and materials, which it contains, (“Hyqoo Materials”) are the property of Hyqoo and/or its affiliates and licensors. The Hyqoo Materials are protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions, and other intellectual property laws. Hyqoo and/or its affiliates and licensors are and shall continue to be the sole and exclusive owner of all right, title and interest in and to all intellectual property rights associated with the Hyqoo Materials. Any use of Hyqoo Materials, other than as expressly permitted herein, is prohibited without the prior permission of Hyqoo and/or the relevant right holder.

20. Copyright Complaints and Copyright Agent. Hyqoo respects the intellectual property of others, and expects Users to do the same. Hyqoo will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. Hyqoo’s contact information for notice of alleged copyright infringement is described in Section 15.

21. The App / Mobile Devices

    1. The App may allow you to access our services, upload content to the App, and receive messages on your mobile device (collectively “Mobile Features”). Your mobile device carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your mobile device carrier or mobile device. In addition, your mobile device carrier may charge you for standard messaging, data, and other fees to participate in Mobile Features. We have no responsibility or liability for any fees or charges you incur when using the Mobile Features. You should check with your mobile device carrier to find out whether any fees or charges will apply, what plans are available, and how much they cost. You should also contact your mobile device carrier with any other questions regarding these issues

    2. You acknowledge that your use of the App is subject to any terms set forth in the terms of service of the third party providing the mobile device on which the App operates (e.g., Apple iOS).

    3. Hyqoo is not liable if you do not have a compatible mobile device or if you download the wrong version of an App for your mobile device. Hyqoo reserves the right to terminate your use of the App or any other aspect of the App should you be using the App with an incompatible or unauthorized device.

    4. App Store Sourced Application.

       1. If you access the App through, or download it from, the Apple App Store (“App Store Sourced Application”), you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software) that you own or control; and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Hyqoo reserves all rights in and to the App not expressly granted to you under this Agreement.

       2. You acknowledge and agree that (A) this Agreement is valid between you and Hyqoo only, (B) Apple is not a party to this Agreement other than as a third-party beneficiary as contemplated below, and (C) Hyqoo, not Apple, is solely responsible for the App Store Sourced Application and the App content.

       3. Hyqoo grants to you a nontransferable license to use the App Store Sourced Application on any Apple-branded products that you own or control and as permitted by the Usage Rules in the App Store Terms of Service, except that such App Store Sourced Application may be accessed and used by other accounts associated with your accounts via Family Sharing or volume purchasing.

       4. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services to you with respect to the App Store Sourced Application.

       5. The event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the App Store Sourced Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application.

       6. Notwithstanding anything to the contrary herein, and subject to the terms in this Agreement, you acknowledge that, solely as between Apple and Hyqoo, Hyqoo and not Apple is responsible for addressing any claims you may have relating to the App Store Sourced Application, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

       7. Further, you agree that if the App Store Sourced Application, or your possession and use of the App Store Sourced Application, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.

       8. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this subsection of the Agreement regarding App Store Sourced Applications, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this subsection of the Agreement regarding App Store Sourced Applications against you as a third-party beneficiary thereof.

       9. You represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (B) you are not listed on any U.S. Government list of prohibited or restricted parties.

       10. You agree to comply with any applicable terms of agreement when using the App Stored Sourced Application, for example, your wireless data service agreement.

22. Disclaimer of Warranties; Limitation of Liability.

    1. Disclaimer of Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND Hyqoo HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Hyqoo OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY, YOU UNDERSTAND THAT THE INFORMATION PROVIDED IN THE APP ABOUT PROSPECTIVE WORKERS, INCLUDING THEIR SKILLS AND QUALIFICATIONS, IS PROVIDED BY THE PROSPECTIVE WORKERS. Hyqoo MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OR COMPLETENESS OF THIS INFORMATION.SHOULD THE APP PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

    2. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL Hyqoo BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF Hyqoo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall the aggregate liability of Hyqoo exceed the amount you paid Hyqoo, if any, in the past year for the products or services giving rise to the claim

    3. BY USING THE APP, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE APP.YOU ACCEPT THAT, AS A CORPORATION, Hyqoo HAS AN INTEREST IN LIMITING THE PERSONAL LIABILITY OF ITS OFFICERS, DIRECTORS AND EMPLOYEES. YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM PERSONALLY AGAINST Hyqoo’S OFFICERS, DIRECTORS OR EMPLOYEES IN CONNECTION WITH ANY DISPUTE, LOSS, OR DAMAGE ARISING OUT OF YOUR USE OF THE APP. WITHOUT PREJUDICE TO THE FOREGOING, YOU AGREE THAT THE LIMITATIONS OF WARRANTIES AND LIABILITY SET OUT IN THIS AGREEMENT WILL PROTECT THE Hyqoo’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, PARENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, AND SUB-CONTRACTORS, AS WELL AS Hyqoo.CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

23. Mutual Arbitration Agreement.

    1. Covered Claims. YOU AND Hyqoo MUTUALLY AGREE THAT ALL CLAIMS OR DISPUTES, PAST, PRESENT, OR FUTURE, THAT YOU MAY HAVE AGAINST Hyqoo OR THAT Hyqoo MAY HAVE AGAINST YOU, INCLUDING ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATED TO THE APP OR THIS AGREEMENT OR A VIOLATION OF THIS AGREEMENT, UNLESS SPECIFICALLY EXCLUDED BELOW, SHALL BE DECIDED BY AN ARBITRATOR THROUGH ARBITRATION AND NOT BY A JUDGE OR JURY OR ANY OTHER ADJUDICATORY PROCEEDING (“Arbitration Agreement”). However, the only claims and disputes subject to arbitration are those that, in the absence of this Arbitration Agreement, could be brought under applicable law.Additionally, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of the Arbitration Agreement. However, the preceding sentence shall not apply to the Class Action Waiver described in Section 8(d) below. Regardless of anything else in this Agreement and/or the American Arbitration Association (“AAA”) rules or procedures, any dispute relating to the interpretation, applicability, enforceability or formation of the Class Action Waiver may only be determined by a court and not an arbitrator.

    2. Governing Law. This Arbitration Agreement and this Section 8 are governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) (“FAA”).

    3. Excluded Claims and Disputes. You and Hyqoo agree that the following claims or disputes are excluded from and not covered by this Arbitration Agreement: (1) any claim or dispute seeking to enforce or protect, or concerning the validity of, any of your or Hyqoo’s intellectual property rights; (2) individual claims brought in small claims court; (3) any claim that an applicable federal statute expressly states cannot be arbitrated; and (4) any claim for injunctive relief. Additionally, nothing in this Arbitration Agreement prevents the making a report to or filing a claim or charge with a government agency.

    4. WAIVER OF RIGHT TO BE A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION. The parties agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”).

    5. Rules/Standards Governing Proceeding. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules (the “AAA Rules”) of the AAA and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website (www.adr.org).A party who wishes to arbitrate a claim or dispute covered by this Arbitration Agreement must initiate an arbitration proceeding no later than the expiration of the statute of limitations that applicable law prescribes for the claim asserted. The arbitrator shall apply the statute of limitations that would have applied if the claim or dispute had been brought in court. The arbitrator may award any remedy to which a party is entitled under applicable law and this Agreement, but remedies shall be limited to those that would be available to a party in his or her individual capacity. No remedies that otherwise would be available under applicable law will be forfeited. The arbitrator shall apply the substantive federal, state, or local law applicable to the claims asserted. The arbitrator is without authority to apply any different substantive law. The parties have the right to conduct adequate civil discovery and present witnesses and evidence as needed to present their cases and defenses, and any dispute in this regard shall be decided by the arbitrator. The arbitration proceeding shall take place in the city or county where you reside unless each party agrees otherwise. A court of competent jurisdiction shall have the authority to enter judgment upon the arbitrator’s decision/award.The fees for administering the arbitration and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules). In all cases where required by law, Hyqoo will pay the Arbitrator’s fees and the fee for administering the arbitration. If under applicable law Hyqoo is not required to pay all of the arbitrator’s and/or arbitration fees, such fee(s) will be apportioned in accordance with applicable law and the AAA Rules and/or AAA Consumer Rules, and any disputes in that regard will be resolved by the arbitrator. Parties are responsible for their own attorney’s fees, subject to any remedies to which that party may later be entitled under applicable law.

24. Governing Law; Jurisdiction. Except for the Arbitration Agreement in Section 8, which is governed by the Federal Arbitration Act, this Agreement is governed and interpreted pursuant to the laws of the State of New Jersey, United States of America, without reference to its conflicts of law provisions. For all Disputes not subject to arbitration, you agree to submit to the personal and exclusive jurisdiction and venue of the courts located within Somerset County, New Jersey.

25. Modifications to the App. Hyqoo reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the App or any content or information on the App with or without notice. Hyqoo will not be liable to any party for any modification or discontinuance of the App.

26. Assignment. This Agreement may not be assigned or transferred by you without Hyqoo’s prior written approval. Hyqoo may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary corporation, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this Section 11 shall be null and void. This Agreement shall inure to the benefit of permitted successors and assigns.

27. Term and Termination; Survival.

    1. Term. This Agreement shall continue in full force and effect until such time as it is terminated by you or by us.

    2. Termination by Hyqoo. Hyqoo may terminate this Agreement or terminate or suspend your right to use the App at any time for any or no reason (including, without limitation, in the event that Hyqoo believes that you have breached this Agreement or any policy posted on the App, or if Hyqoo otherwise finds that you have engaged in inappropriate and/or offensive behavior (collectively, “Prohibited Conduct”)) by providing you with written or email notice of such termination to the physical or email address you have provided us. Termination will be effective immediately upon such notice.

    3. Termination by You. You may terminate this Agreement by completely and permanently ceasing to use the App.

    4. Survival. All provisions that should by their nature survive the expiration or termination of this Agreement, including without limitation, Sections 1, 6, 7, 9-11.

28. General Provisions. No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by this Agreement. A failure by us to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the entire agreement between you and Hyqoo with respect to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement. All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows: Your address for such notices is your email address and/or physical address that you have provided to Hyqoo. Hyqoo’s address for such notices is described in Section 15. The captions in this Agreement are solely for convenience and shall not affect the interpretation of this Agreement. This Agreement shall not be modified except in writing signed by both parties or by means of a new posting by Hyqoo, as described below. This Agreement shall be interpreted as if jointly drafted by the parties. Hyqoo shall have no liability to you for any failure or delay in performing its obligations in this Agreement where such failure or delay is caused by an event or circumstance beyond Hyqoo’s reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion, acts of terrorism or accident.

29. Changes to this Agreement. Except for Section 10 of this Agreement, which may only be modified with your agreement after notice of the modification, Hyqoo reserves the right, in our sole and absolute discretion, to make changes to any of the terms and conditions of this Agreement at any time. If we change the terms and conditions of this Agreement, we will post those changes on this page and update the update date below. If we materially change the terms and conditions of this Agreement, we will notify you by prominently posting a notice of such changes before making them and by stating the effective date of the changes. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the App. Your continued use of the App following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.

30. Contact Information. If you have any questions regarding this Agreement, please contact us at [email protected]
    Mailing Address:
    110 Allen Road
    Basking, Ridge, NJ 07920

    
    Last updated: January 7, 2018