RequestAccess

Please read this Privacy Policy and Agreement of Use Agreement (collectively, the "Agreement") carefully. This Agreement governs the content on the website, including but not limited to any content submitted by You to Hinduja Global Solutions Ltd. an Indian Limited Company (the "Company") by You and Your use of the Company online website, software, and mobile application databases ("HGSL Properties").

BY TAPPING OR CLICKING ON THE "REQUEST ACCESS" BUTTON AS PART OF THE REGISTRATION PROCESS, INCLUDING BUT NOT LIMITED TO TAPPING OR CLICKING ON THE "REQUEST ACCESS" BUTTON AS PART OF THE SUBSEQUENT UPDATES TO THE REGISTRATION PROCESS, AND/OR ACCESSING HGSL PROPERTIES, YOU REPRESENT AND WARRANT THAT: I) INTENDING TO BE BOUND, YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, II) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND III)YOU HAVE THE AUTHORITY TO ENTER PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE AGREEMENT OF USE. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON HGSL PROPERTIES.

THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

1. Content.

   1. Company Content. Unless otherwise explicitly specified, Company Content shall mean any and all materials that are included in or are otherwise a part of the HGSL Properties (including past, present and future versions of the Site), including, without limitation: operational analytics; business insights; graphics; layout; text; instructions; images; audio; designs; technology; applications; widgets; artwork; information; data; designs; compilations; advertising copy; logos; domain names; Company logos, trademarks and services marks, and any other Company product and service names that are trade identities of Company (the "Company Marks"); any and all copyrightable material (including source and object code); the "look and feel" of the HGSL Properties; the compilation, assembly and arrangement of the HGSL Properties; and all other materials related to the HGSL Properties (collectively, the "Materials") are owned, controlled or licensed by the Company, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent and other laws, rules, regulations and international treaties. Except as expressly set forth in these Agreement or otherwise expressly granted to you in writing by the Company, no rights (either by implication, estoppel or otherwise) are granted to You. Any and all rights to use any Materials not expressly granted to you under these Agreement are hereby reserved for the Company and/or its parent, members, managers, subsidiaries affiliates or its licensors. Nothing contained in these Agreement will affect, impair, or limit in any way the Company's rights to exploit fully any or all of the Materials.

   2. Your Content. Unless otherwise explicitly specified, Your Content shall mean: content uploaded to Your library, including but not limited to, contracts, commercial statements of works (SOWs), change requests, quarterly business reports, invoices, statements, and logos, all as provided by You to an HGSL Account Manager from time to and/or provided by You and uploaded to any HGSL Properties. For the avoidance of any doubt, You are strictly prohibited from submitting, and/or uploading for submission. any content that violates the intellectual property rights of a third party.

   3. You acknowledge and agree that anything that you post, upload, or otherwise make available to a community forum is public. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that the Company pre-screens, refuses or removes any Your Content, you acknowledge that the Company will do so for the Company's benefit, not yours. Without limiting the foregoing, the Company shall have the right to remove any Content that violates this Agreement or that Company determines is otherwise objectionable. The Company further reserves the right to refer any criminal activity in connection with your content to any and all applicable legal authorities. The Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the HGSL Properties, including Your Content, in the Company's possession in connection with your use of the HGSL Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement, (3) respond to any claims that Your Content violates the rights of third parties, or (4) protect the rights, property or personal safety of the Company, its Users or the public, and all enforcement or other government officials, as the Company in its sole discretion believes to be necessary or appropriate.

2. Registration.

   1. Registering Your Account. In order to access certain features of the HGSL Properties you may be required to become a Registered User. For purposes of the Agreement, a "Registered User" is a user of the Services ("User") who has accepted the terms of the Agreement, and has registered an account on the Site ("Account").

   2. Registration Data. In registering for use of the Services you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Site's registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are: (a) of legal age to form a binding contract; and (b) not a person barred from using the HGSL Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (a) notify the Company immediately of any unauthorized use of your password or any other breach of security at ClientAnalyticsPortal@teamhgs.com and (b) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your Account and refuse any and all current or future use of the HGSL Properties (or any portion thereof). Upon such suspension or termination, you will neither be credited nor issued a refund for any fees in connection with Company Services. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. You agree not to create an Account or use the HGSL Properties if you have been previously removed by the Company, or if you have been previously banned from any of the HGSL Properties.

3. Third Party Media. Our Service enables the Company and Third Party Companys to upload Content. All Content are provided for informational purposes only. The Content may be ultimately provided by third parties, and as such the Company cannot and do not make any representations or warranties as to the accuracy, validity, timeliness or completeness of any such Third Party Content. You acknowledge that the Company is acting only as passive conduits for the distribution and publishing of such Content. You acknowledge that the Company has no obligation to pre-screen Content (including, but not limited to, User Submitted Content, including but not limited to Your Content), although the Company reserves the right in its sole discretion to pre-screen, refuse or remove any Third Party Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.

4. Fees and Expenses. You acknowledge and agree that there will be no charges or fees payable by the Company in connection with Your use of the HGSL Properties, in connection with Your performance, if any, in connection with this Agreement. Further, the Company shall have no obligation to pay or reimburse any pass-through or other expense of any kind. You are responsible for any mobile charge that you may incur for using HGSL Properties, including text messaging and data charges. The Company shall have no obligation to pay any sales tax or duty that may be payable thereon, unless otherwise specified. You are solely responsible for the payment of any taxes incurred in connection with Your use of the HGSL Properties.

5. Additional Fees and Payment.

   1. Certain Services, including but not limited to premium services, may require users to pay a fee in order to use them (ex. User generated reports). Regardless of the type of service you purchase, You agree to pay all fees or charges to the Company in accordance with the fees, charges and billing SOW in effect at the time a fee or charge is due and payable. The Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on the HGSL Properties or by e-mail delivery to you.

   2. Taxes. The Company's fees are net of any applicable Sales Tax.  If any Services, or payments for any Services, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to the Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify the Company for any liability or expense we may incur in connection with such Sales Taxes.  Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, "Sales Tax" shall mean any sales or use tax, and any other tax measured by sales proceeds, that the Company is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

6. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the HGSL Properties. You are solely responsible for any fees, including Internet connection or mobile fees, including but not limited to mobile messaging fees, that you incur when accessing the HGSL Properties.

7. HGSL Properties Usage and Restrictions. For the avoidance of any doubt, You shall not, and acknowledge and agree that this Agreement does not grant You the right to: (a) violate or infringe any right of publicity, privacy, copyright, trademark, or other intellectual property right, whether published or unpublished, registered or unregistered; (b) publish, upload or submit content that is, at the Company's determination: defamatory, pornographic, obscene, violent, or hateful, including but not limited to hate speech and incitements to violence; (c) use any logo or other related proprietary information or branding of the Company; (d) copy, create derivatives, download, upload, distribute, syndicate, perform, display, make available, or otherwise use any portion of HGSL Properties except as set forth in this Agreement; (e) use HGSL Properties for any purpose that is illegal or prohibited by this Agreement; (f) use HGSL Properties in a way that has the ability to or actually: interferes, disrupts, negatively affects, inhibits other users from using HGSL Properties, or that damages, disables, overburdens, or impairs the functionality of HGSL Properties in any manner; (g) solicit username and password credentials from another user; (h) upload viruses, malicious code, or any other content or item that may comprise the security of HGSL Properties or HGSL Properties users; (i) attempt to access any features or areas of HGSL Properties that you are restricted from or lack the authorization by the Company to utilize; (j) scan, probe, or otherwise test the vulnerability of HGSL Properties or HGSL Properties related network; (k) create multiple accounts for Your use; (l) buy, share, sell, rent, or lease access to Your access to HGSL Properties; or (m) encourage any activity that violates the terms of this Agreement.

8. Copyright and DMCA.

   1. Digital Millennium Act. The Company acknowledges and honors all requirements set forth by Creative Commons rights, and copyright laws in connection with the Digital Millennium Copyright Act. Upon the receipt of a notice of violation, the Company may take reasonable steps to promptly remove any infringing material. The Company reserves the right to immediately terminate Your account upon notice of Your copyright infringement.

   2. Procedure for Making Claims of Copyright Infringement. Without limiting the above, if you believe that your work has been copied and posted on the HGSL Properties in a way that constitutes copyright infringement, please contact the Company with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the HGSL Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written 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; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact the Company with any notice of claims of copyright infringement by emailing the Company at : ClientAnalyticsPortal@teamhgs.com with the term "Copyright and DMCA Claim" in the subject line of the email.

9. Representations and Warranties. You hereby represent, warrant and covenant to the other, as an essential part of this Agreement, that: (a) You can form a binding contract with the Company; (b) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its Agreement; (e) neither the creation nor ordinary use of the Your Content violates the rights of others (including any intellectual property, privacy, or publicity rights) or any criminal law; (f) Your acceptance of this Agreement and all other instruments and documents required to be executed pursuant hereto, and the usage of HGSL Properties as contemplated hereby, does not and shall not: (i) result in a breach of any agreement to which You are a party; or (iii) violate any law.

10. Disclaimers

    YOUR USE OF THE HGSL PROPERTIES IS AT YOUR SOLE RISK. THE COMPANY PROVIDES ALL SERVICES AND ALL HGSL PROPERTIES RELATED OFFERINGS "AS IS" AND "AS AVAILABLE" AND TO THE EXTENT PERMITTED BY LAW WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT: (A) HGSL PROPERTIES WILL ALWAYS BE SECURE, ERROR-FREE, OR TIMELY; (B) HGSL PROPERTIES WILL ALWAYS FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT, THIRD PARTY CONTENT, OR INFORMATION YOU, VIEW AND/OR OBTAIN ON OR THROUGH THE SERVICES WILL BE TIMELY OR ACCURATE. FURTHER, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY AS TO ANY THIRD PARTY COMPANY, THIRD PARTY CONTENT, INCLUDING BUT NOT LIMITED TO ANY ADVERTISEMENTS, WRITTEN SUBMISSIONS, OR VIDEOS. ALL CONTENT ACCESSED THROUGH THE SITE OR SERVICES ARE FOR ENTERTAINMENT PURPOSES ONLY.

11. Intellectual Property.

    1. Company Content. You agree that the Company and its suppliers own all rights, title and interest in the Company Content. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the HGSL Properties. Company's stylized name and other related graphics, logos, service marks and trade names used on or in connection with the HGSL Properties are the trademarks of the Company and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the HGSL Properties are the property of their respective owners. You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of Company Content, or take any action whatsoever in derogation of the Company's rights therein. You acknowledge and agree that you will not acquire or claim any rights in the Company Content, Third Party Content, or aid or abet anyone else in doing so.

    2. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of the Company.

    3. Grant of License to Your Submitted Content. You grant the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating, and providing the HGSL Properties to you and other users; provided that Company may use Your Content on an aggregated basis for the purpose of providing, promoting and improving the HGSL Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not the Company, are responsible for all of Your Content that you Make Available on or in the HGSL Properties. You acknowledge that you are solely liable for any third party infringement or any other intellectual property claim ("IP Claims") in connection with the Your Content. For the avoidance of any doubt, Company shall not be liable to you or any third party for any special, indirect, incidental, consequential, or punitive damages of any kind or nature whatsoever, arising out of or relating to IP Claims.

    4. Limited License. During the Term, The Company grants to You a personal, limited, revocable, non-exclusive license to access and use HGSL Properties for the limited purpose of receiving information in connection with HGSL's customer service offerings, or for any other limited purpose as set forth in this Agreement, as updated in writing from time to time. For the avoidance of any doubt, You are prohibited from any other use of or modification of HGSL Properties or related applications not set forth in this Agreement.

    5. Downloads. Any content that we make available for download or use from the HGSL Properties and/or our servers (the "Downloadable Content") are the copyrighted work of the Company or its licensors or suppliers. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR DISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR DISTRIBUTION IS EXPRESSLY PERMITTED BY THE ADDITIONAL AGREEMENT APPLICABLE TO SUCH DOWNLOADABLE ITEMS.

12. Confidentiality. The Agreement of this Agreement and any information (of whatever nature and however recorded or preserved) disclosed by The Company to You prior to and/or during the Term shall remain confidential and shall not be used or disclosed directly or indirectly to any third party other than as necessary to fulfil its obligations, except that the Agreement of this Agreement may be disclosed in confidence to its attorneys, accountants and auditors or as otherwise required by law or any statute, regulation, or court order. Your obligations under this Clause 14 shall terminate on the tenth anniversary of the Effective Date. If You becomes legally compelled to disclose any information it shall be entitled to do so only to the extent required by law and, where permissible by law, subject to prior consultation with The Company as to the timing and content of such disclosure.

13. Your Privacy Rights.

    1. In General. WITH REGARD TO YOUR PERSONAL INFORMATION, WE PRIMARILY USE YOUR PERSONAL INFORMATION IN CONNECTION WITH YOUR RELATIONSHIP WITH US AND YOUR EXPERIENCE ON THE HGSL PROPERTIES. CLICK HERE FOR THE FULL DESCRIPTION OF THE INFORMATION WE COLLECT AND HERE FOR A DESCRIPTION OF HOW WE USE COLLECTED INFORMATION. PLEASE REMEMBER THAT IF YOU PARTICIPATE IN COMMUNITY FORUMS AND OTHER SOCIAL NETWORKING FEATURES ON THE HGSL PROPERTIES, YOUR INFORMATION MAY BE MADE PUBLIC. NOTE THAT WE DO NOT SHARE YOUR PERSONAL INFORMATION WITH THIRD PARTIES FOR THEIR MARKETING PURPOSES UNLESS YOU CONSENT TO SUCH SHARING, BUT WE DO SHARE WITH THIRD PARTIES UNDER CERTAIN LIMITED CIRCUMSTANCES.

    2. Notice to California Residents. Pursuant to California Civil Code Section 1798.83, residents of the State of California have the right to request from companies conducting business in California a list of all third parties to which the company has disclosed certain categories of personal information during the preceding year for the third parties' direct marketing purposes, and the categories of personal information the company shares. Alternatively, the law provides that a company may comply, as here indicated by the Company, by disclosing in its privacy policy that it provides consumers choice (opt-out or opt-in) regarding sharing personal information with third parties for those third parties' direct marketing purposes, and information on how to exercise that choice. If you are a California resident and you have questions about the Company's practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice to opt in or opt out, then please send your request to the following email address: [we need email] or write to us at the following mailing address: {Insert Address}. The subject of the email or writing must include "Your California Privacy Rights". To ensure a response please include your name, street address, city, state, and zip code. We are not responsible for notices that are incomplete (ex. not labeled or sent properly, or do not have complete information). THE COMPANY IS LEGALLY REQUIRED TO RESPOND TO ONE REQUEST PER CUSTOMER EACH YEAR.

    3. Information that the Company Collects. The Company may use a variety of technologies that automatically or passively collect certain Site usage information whenever you visit or interact with us or our content found elsewhere on the internet ("Usage Information"). Usage Information may include browser type, operating system, all of the areas within our HGSL Properties that you visit, including content that you browse, and the time of day, among other information. We may use Usage Information for a variety of purposes, including to enhance or otherwise improve the HGSL Properties and our services. In addition, we automatically collect your IP address or other unique identifier ("Identifier") for the particular device you use to access the HGSL Properties. An Identifier is a number that is automatically assigned to your computer, mobile phone, or other device used to access the HGSL Properties and our servers identify your device by its Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access our HGSL Properties. Usage Information is generally non-identifying, but if we associate it with you as a specific and identifiable person, we treat it as Personal Information. We may use the following methods to collect Usage Information: i) "Cookies" - Cookies shall mean a data file placed on a device when such device is used to visit one of our HGSL Properties or otherwise access our online content. Cookies may be used for many purposes, including, without limitation, remembering you and your preferences and tracking your visits to our web pages. A Flash cookie shall mean data file placed on a device via the Adobe Flash plugin that may be built-in to or downloaded by you to your device. Flash cookies may be used for various purposes, including, without limitation, enabling a Flash feature and remembering your preferences. If you choose to disable cookies or to adjust your Flash privacy settings on your device, some features of the HGSL Properties may not function properly ii) "Embedded Scripts" - Embedded scripts shall mean a programming code that is designed to collect information about your interactions with the HGSL Properties, such as the links you click on. The code is temporarily downloaded onto your device from our web server or a third party service provider, is active only while you are connected to the HGSL Properties, and is deactivated or deleted thereafter. For the avoidance of any doubt, this list is not comprehensive, the Company may elect to use a variety of other technologies on the HGSL Properties that collect Information.

    4. How the Company Uses the Information the Company Collects. The Company may share non-personally identifiable information, such as aggregated user statistics and Usage Information, with third parties and some third parties, content providers and analytics providers, may themselves collect such information when you visit the HGSL Properties. We may share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information or otherwise with your consent, and as described below or otherwise in this Privacy Policy. If you accept or otherwise agree to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties. Additionally, the Company may use third party service providers to perform certain services on behalf of the HGSL Properties, such as hosting the HGSL Properties, designing and/or operating the HGSL Properties' features, analysing users' interactions with the HGSL Properties, sending communications, or performing other administrative services. We may provide these companies with access to user information, including Personal Information, to carry out the services they are performing for you or for the HGSL Properties. None of the foregoing shall limit the Company's transfer and disclosure of user information, including Personal Information, to third parties: (i) in the event we are required to respond to subpoenas or other legal process or if in our opinion such disclosure is required by law; (ii) at the request of governmental authorities conducting an investigation; or (iii) to protect and/or defend the HGSL Properties' Agreement of Use or other policies applicable to the HGSL Properties or to protect the personal safety, rights, property or security of any individual. We may also use Device Identifiers (e.g., IP addresses) to identify users, and may do so in cooperation with copyright owners, Internet service providers, wireless service providers or law enforcement agencies, in our discretion. These disclosures may be carried out without notice to you. Lastly, the Company reserves its rights to share your Content, Personal Information, and other information submitted by you with its subsidiaries and affiliates for internal business reasons. The Company also reserves the right to disclose and transfer all information related to the HGSL Properties, including Personal Information: (i) to a subsequent owner, co-owner or operator of the HGSL Properties or component of the HGSL Properties, such as a database; or (ii) in connection with a corporate merger, consolidation, restructuring, the sale of certain of the Company's ownership interests, assets, or both, or other corporate change, including, without limitation, during the course of any due diligence process.

    5. Information a Third Party May Collect. Third Party Companies may set and access their own tracking technologies on your computer or mobile device (including cookies and web beacons) and they may otherwise collect or have access to information about your visits to and activity on the HGSL Properties, as well as other web HGSL Properties or online services. Some of these third parties may collect personal information from you over time when you visit the HGSL Properties or other Websites Properties and services. Cookies and Web Beacons, including those set by third party network advertisers, may be used to, among other things, target advertisements, prevent you from seeing the same advertisements too many times and to conduct research regarding the usefulness of certain advertisements to you. Furthermore, the Company may share Usage Information about visitors with third party advertising companies, analytics providers and other vendors for the same purposes.

14. Non-Disparagement. You agree that you are prohibited and shall not engage in communications that could negatively impact The Company's reputation or business.

15. No Agency. Nothing contained in this Agreement shall be deemed or construed by the Company, or by any third person, to create an agency, partnership, joint venture, franchise, fiduciary, or employment relationship or any other association between the Parties. The Company shall not withhold any sums for income tax, social security, unemployment insurance, disability insurance, workers compensation insurance or any other withholding applicable to employees, nor shall You be eligible for any employee benefits. You are solely responsible for all taxes, insurance or other costs and agrees to hold The Company harmless from any liability with respect thereto. You may not represent him/herself as an employee of The Company.

16. Assignment. You may not assign, transfer or sublicense any of its rights or obligations under this Agreement to a third party without the prior written consent of The Company. The Company shall have the right to assign or otherwise transfer any or all of its rights and obligations under this Agreement. This Agreement shall inure to the benefit of and be binding upon each Party's permitted successors and assigns.

17. Third Party Rights. The Parties do not intend for any provision of this Agreement to be enforced by or to confer any benefit upon any third party.

18. Limitation of Liability and Indemnification.

    1. LIMITATION.  UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE COMPANY PARTIES) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. FURTHERMORE, THE COMPANY ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH HGSL PROPERTIES. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MAY BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY SHALL BE LIABLE FOR. THE COMPANY'S AGGREGATE LIABILITY WITH RESPECT TO THIS AGREEMENT SHALL BE THE LESSER OF THE AMOUNTS PAID BY YOU TO THE COMPANY DURING THE SIX MONTH PERIOD IMMEDIEATLY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR FIFTY DOLLARS ($50).

    2. Limitations Period. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT, THE HGSL PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

    3. No Liability for the Conduct of Third Parties or Other Users. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND MOBILE CARRIERS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. THE SERVICE ACTS AS A VENUE TO ALLOW USERS TO AGGREGATE INFORMATION IN CONNECTION WITH YOUR CUSTOMER SERVICE EXPERIENCES. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS ON THE HGSL PROPERTIES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OR REPORTS WITHIN THE HGSL PROPERTIES.

    4. Indemnification. You shall fully indemnify and hold harmless the Company Parties from and against any damages, liabilities, costs and expenses, including but not limited to reasonable legal fees arising out of or relating to any claim.

    5. Release. You hereby release the Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the HGSL Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.

19. Termination

    1. Termination. The Company may amend the services offered on HGSL Properties, amend HGSL Properties' functionalities, or suspend HGSL Properties for any reason, without notice to You. The Company may terminate this Agreement, without penalty, for any reason, without notice of such election to terminate. You agree that all terminations shall be made in the Company's sole discretion and that the company shall not be liable to You or any third party for any termination to Your account. You may terminate this Agreement at any time by contacting the Company at ClientAnalyticsPortal@teamhgs.com. Your account will be deactiveated within thirty (30) days of the receipt of Your email.

    2. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Registration Data. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. The Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. The benefits of the licenses to use Your Content, likeness, and name shall all survive termination. Company may, at its sole election, use or create derivatives of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. Upon expiration or termination of this Agreement for any reason: (i) all of The Company's remaining obligations shall terminate; and (ii) and any provisions that by their nature or Agreement should survive termination, shall survive.

    3. No Subsequent Registration. If your registration(s) with or ability to access the HGSL Properties is discontinued by the Company due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the HGSL Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those HGSL Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, the Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

20. Arbitration. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination or the legal relationships established by this Agreement, shall be finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") in force at the date of this Agreement. It is agreed that: (i) the tribunal shall consist of one (1) mutually agreed arbitrator; (ii) in default of the Parties' agreement as to the arbitrator(s), the appointing authority shall be the AAA; (iii) the place of the arbitration shall be New York; (iv) the language of the arbitration shall be in English; (v) the award shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction; and (vi) the arbitrator may not award punitive damages. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS CLAUSE MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement.

21. Injunctive Relief. Each Party agrees that, notwithstanding anything in this Agreement to the contrary, a Party may seek to enforce its rights with respect to the protection of such Party's confidential information through equitable relief, including but not limited to an immediate injunction, in a court of competent jurisdiction, and each Party waives any argument that the other Party has an adequate remedy at law.

22. Jurisdiction. This Agreement shall be interpreted in accordance with and subject to the laws of the state of New York without regard to conflicts of laws principles. The Parties submit to the sole and exclusive jurisdiction of the Courts of the State of New York, county of New York, with regard to any or all disputes or claims arising out of or in connection with this Agreement.

23. International Users. The HGSL Properties can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that the Company intends to announce such services or content in your country. The HGSL Properties are controlled and offered by the Company from its facilities in the United States of America. The Company makes no representations that the HGSL Properties are appropriate or available for use in other locations. Those who access or use the HGSL Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law. The HGSL Properties are operated in the United States. If you are located in the European Union, Canada or elsewhere outside of the United States, please be aware that information we collect will be transferred to and processed in the United States. By using the HGSL Properties or our features or providing us with any information, you consent to this transfer, processing and storage of your information in the United States, a jurisdiction in which the privacy laws may not be as comprehensive as those in the country where you reside and/or are a citizen.

24. Severability. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect, and such arbitrator or court shall be empowered to modify such provision to the minimum extent necessary to render it enforceable while effectuating insofar as possible the basic purposes of such provision.

25. Counterparts. This Agreement may be executed in any number of ways including facsimile, electronic transmission, or original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26. Headings. The headings in this Agreement shall have no effect on its interpretation.

27. Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes and replaces all other prior agreements relating to the subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement. This Agreement may not be amended or modified except by written agreement signed by both Parties. No provision or breach of this Agreement may be waived except in writing signed by the Party granting such waiver. The failure or delay of any Party in exercising any rights granted under this Agreement shall not constitute a waiver of any such right. No waiver by a Party of any default shall constitute a waiver of future or subsequent default.

28. Contact. You acknowledge that You have read, understood, and consent to the Agreement contained in this Agreement. All notices to the Company, or inquiries in connection with this Agreement shall be directed to:

    HGS (USA) LLC
    Attn: Legal Department
    4933 Lincoln Avenue, Lisle, IL 60532
    Email: ClientAnalyticsPortal@teamhgs.com
    California Residents: In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.