Terms and Conditions of Use

The terms and conditions provided below govern your use of IndustryHuddle.com and its features as well as any other IndustryHuddle branded or co-branded websites and applications (including sub-domains, international versions, widgets, mobile versions, and mobile apps) (the “Website”) operated by IndustryHuddle, Inc. (“IndustryHuddle”). By accessing and utilizing the Website, you agree, without limitation or qualification, to be legally bound by these terms and conditions. If you fail to comply with these terms and conditions, your permission to use the Website automatically terminates and we may terminate your use of the Website, block or otherwise bar you from future usage of the Website, and take any other action we deem necessary and appropriate, whether in law or in equity.

IndustryHuddle reserves the right to modify these terms and conditions from time to time, in our sole discretion, and any such changes are effective immediately upon posting to our Website.

Use of the Website.
You agree not to use the Website for any action or communication that is unlawful, prohibited by these Terms and Conditions, false, misleading, intimidating, threatening, harassing, defamatory, obscene, indecent, infringing, unsolicited and commercial, soliciting the performance of any illegal activity, or infringing upon the rights of IndustryHuddle or any third party.

You agree not to interfere, or attempt to interfere, with the operations of the Website or to use any device or software that will interfere, or attempt to interfere, with the operations of the Website. You agree not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or any systems or networks connected to the Website. You agree not to distribute in any medium any part of the Website or use any part of the Website for commercial use except as authorized by these Terms and Conditions. You agree not to alter or modify, or attempt to alter or modify, any part of the Website except as authorized by these Terms and Conditions. IndustryHuddle may, in its sole discretion, monitor or review discussions, chats, postings, transmissions, bulletin boards, and other elements of the Website, but IndustryHuddle is under no obligation to do so and we do not assume any responsibility or liability arising from same.

You agree not to probe or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You agree not to take actions to seek or discover the information of other users of the Website or of IndustryHuddle’s customers except as authorized by these Terms and Conditions. You agree not to attempt to gain unauthorized access to any portion of the Website or any systems or networks connected to the Website. You agree not to interfere or attempt to interfere with the use of the Website by other users.
User Submissions to the Website.
Any communication (including advertisements) which you post or submit to the Website is considered to be non-confidential and public. You retain all intellectual property ownership of your submissions. By posting communications to the Website, you automatically grant IndustryHuddle a royalty-free, perpetual, irrevocable, worldwide, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees.

You hereby represent and warrant that you are the sole author of any content (including advertisements) you post or submit to the Website, and that such content does not infringe upon the copyright or other intellectual property rights of any person or entity.

IndustryHuddle reserves the right to modify, edit, or delete any content on the Website, including user profiles and other content submitted by users.
User Accounts and Security.
As a user of the Website, you may receive or establish an account (“Account”). You may give administrative access to an Account to up to four authorized representatives; however, you are solely responsible for choosing and designating your authorized representatives and maintaining the confidentiality and security of your Account, including all information necessary to access your Account. You should not reveal your Account information to anyone except your authorized representatives or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify IndustryHuddle of any unauthorized use of your Account or any other breach of security. IndustryHuddle shall not be responsible for any claims, obligations, liabilities, costs, debt, expenses, losses, damages, charges, fees, or fines, including legal fees, accounting fees, business interruption damages, lost profits, and punitive, incidental, special, or consequential damages arising out of the authorized or unauthorized use of your Account, whether arising as a contract, negligence, tort, or other action.

In order to maintain the integrity of the account information on IndustryHuddle, you agree that: (i) you will not provide any false company or personal information on IndustryHuddle; (ii) you will not create an account for anyone other than your company, or yourself, without permission; (iii) if we suspend or close your account, you will not create another one without permission; (iv) you will keep your contact information accurate and up-to-date; and (v) you will not transfer your account (including any page you administer) to anyone without first getting our written permission.
Custom Profile URLs.
You may create your own custom Profile URL on your “Edit Profile” page to allow users to access your company profile.Custom profile URLs must (i) not consist solely of a generic or descriptive term (e.g., “glove” or “broom”); (ii) not use any trademarked company names (or product names) belonging to another company or individual(s) without that party’s express written consent and authorization; (iii) use proper spelling, grammatically correct capitalization and may not use all capitals; (iv) not include character symbols, including but not limited to excessive punctuation and trademark designations; and (v) not include unnecessary qualifiers, taglines or descriptions. IndustryHuddle reserves the right to change a custom profile URL at any time for any reason.
Agreement to Pay.
By placing a credit card or ACH direct payment account on file with us, you authorize us to charge your card for all fees you accrue as a result of using the Website. BY USING A CREDIT CARD, YOU HEREBY UNCONDITIONALLY WAIVE ANY AND ALL CHARGEBACK RIGHTS YOU MAY HAVE. If you deliberately or inadvertently issue a chargeback to your credit card, your Account will be terminated and you shall pay IndustryHuddle a $50 processing and collection fee.

If you purchase a good or service listed on the Website, you agree to payto the selling entity the full purchase amount (including taxes, fees, shipping costs, or other terms that may apply to your specific purchase) for all products and services you purchase through the Website. If you list a product or service for sale on the Website, you agree to pay, and you authorize IndustryHuddle to charge, a sales fee (9% of the total item dollar amount, including shipping and handling, with a $0.50/item minimum) for all purchase agreements made through the Website. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND CHARGES (e.g., overdraft or other bank fees) AND FOR PROVIDING VALID PAYMENT INFORMATION. All sales are final. All fees are non-refundable.

IndustryHuddle may cancel any transaction, limit your ability to make a payment, or deactivate your account if we believe the transaction violates these Terms and Conditions or to prevent financial loss. We have the right to inquire about your identity and creditworthiness at our sole discretion, and we may share details of any transactions with your payment source issuer, law enforcement, or impacted third parties, if we believe doing so may prevent a violation of the law or financial loss.
Taxes and Legal Requirements.
You are solely responsible for reporting, paying, collecting, and remitting any sales tax, use tax, VAT, transaction tax, transfer tax, or any other applicable fee or tax that may be assessed on your transaction. You agree to defend, indemnify, and hold IndustryHuddle harmless from and against any and all liabilities, damages, claims, and costs that may result from your failure to properly report, pay, collect, or remit any applicable tax or fee.

You are also solely responsible for understanding and following all relevant state, federal, and international laws and regulations that may apply to your transaction. We strongly encourage IndustryHuddle users to learn about the laws of their own country as well as the countries where they plan to do business, and to hire experts where necessary. You agree to defend, indemnify, and hold IndustryHuddle harmless from and against any and all liabilities, damages, claims, and costs that may result from your failure to comply with any applicable laws or regulations.
Right to Change Prices and Availability of Products.
Prices (including the calculation of sales fees) and availability of products or services are subject to change at any time at IndustryHuddle’s sole discretion.
Disputes and Reversals.
If you believe that an unauthorized transaction has taken place under your IndustryHuddle account, you agree to notify IndustryHuddle immediately. You hereby waive all claims against IndustryHuddle related to payments unless you submit the claim to IndustryHuddle within 30 days after the charge. You are responsible for and agree to reimburse IndustryHuddle for all reversals, claims, fees and other liability or expense incurred by IndustryHuddle that were caused by payments that you authorized or accepted.

IndustryHuddle’s only involvement with regard to transactions is as a payment agent. If you enter into a transaction with a third party and have a dispute over the goods or services you purchased, IndustryHuddle has no liability for such goods or services and cannot be held responsible. IndustryHuddle may intervene in disputes between users concerning payments but we have no obligation to do so.

If a buyer agrees to purchase a product or service you have listed on the Website but does not provide payment, you may request a credit from IndustryHuddle for the Sales Fee only. Credit Requests must be made within 60 days of the purchase agreement being executed on the site. Please contact IndustryHuddle via e-mail with all Credit Requests or to report a "buyer" that has not paid.
Electronic Signatures and Contracts.
Your use of the Website includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
Limit on Liability.
The material on the Website may contain inaccuracies or typographical or other errors. IndustryHuddle makes no representations about the accuracy, reliability, completeness, or timeliness of the material on the Website. Use of the Website and any information contained therein is at your own risk. The content of the Website may or may not be periodically updated or revised at any time. These Terms and Conditions shall apply with equal force to any and all such updates or revisions.

INDUSTRYHUDDLE DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THIS WEBSITE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS OR COMPUTER CODE THAT MAY BE TRANSFERRED TO YOUR COMPUTER WHEN DOWNLOADED. IF YOUR USE OF THE WEBSITE AND OF THE CONTENT CONTAINED THEREIN RESULTS IN THE NEED FOR SERVICING OR REPLACEMENT OF EQUIPMENT OR DATA, INDUSTRYHUDDLE IS NOT RESPONSIBLE FOR THOSE COSTS.

The Website and its content are delivered on an “as-is” basis. IndustryHuddle reserves the right to change or discontinue any or all content or features of the Website or services offered through the Website without notice.

IndustryHuddle does not take title to or possession of any product or service being sole on the Website, and we are not a party to any third parties sales made through the Website. In the event of a dispute between users, you hereby release IndustryHuddle, our directors, officers, employees, and agents, from and against any and all claims, demands and damages (actual and consequential, and including attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code �1542, which says: "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."

INDUSTRYHUDDLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE WEBSITE AND ALL PRODUCTS OR SERVICES SOLD THROUGH THE WEBSITE. BY USING THE WEBSITE OR PURCHASING ANY GOODS OR SERVICES LISTED BY A THIRD PARTY ON THE WEBSITE, YOU AGREE THAT INDUSTRYHUDDLE WILL NOT BE LIABLE FOR ANY FAILURE, MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THE WEBSITE OR OF ANY CONTENT, FEATURE, PRODUCT, OR SERVICE OFFERED THROUGH THE WEBSITE.

IndustryHuddle makes no warranty that the use of material or content displayed on the Website will not infringe upon the rights of third parties neither owned by nor affiliated with IndustryHuddle.
Disclaimer of Damages.
IN NO EVENT SHALL INDUSTRYHUDDLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. YOU AGREE THAT THERE IS NO SUCH LIABILITY EVEN IN THE EVENT THAT INDUSTRYHUDDLE IS NOTIFIED BEFOREHAND OF THE POSSIBILITY OF DAMAGES. YOU AGREE THAT THE LIABILITY, IF ANY, OF INDUSTRYHUDDLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ITS AFFILIATES ARISING OUT OF ANY LEGAL CLAIM CONNECTED TO THE WEBSITE IS LIMITED TO THE AMOUNT YOU PAID INDUSTRYHUDDLE TO USE THE WEBSITE OR ITS SERVICES.

Some States do not allow such limitations of damages for certain legal categories, so the above limitation or exclusion may not apply to you or may be limited as per the laws and regulations of your State.
Indemnity.
You agree to indemnify, defend and hold harmless IndustryHuddle, its officers, directors, employees, agents and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses including, but not limited to, legal and accounting fees, resulting from your use or misuse of the Website, your transactions and other dealings with buyers or sellers through the Website, or your breach of these Terms and Conditions. If a buyer makes a complaint regarding a transaction, IndustryHuddle may, in its sole discretion, refund buyer’s payments (including shipping, taxes, and related fees). Sellers authorize IndustryHuddle to remove such funds from their accounts on file for amounts due to buyers for such refunds, and shall indemnify IndustryHuddle for any such refunds. In the event the seller has insufficient funds to refund the buyer’s payment, IndustryHuddle may collect the amounts owed using other collection mechanisms, including retaining collection agencies.
Copyrights and Trademarks.
Our website is owned and operated by IndustryHuddle. Unless otherwise specified, our website contains materials and information, in various formats, including, but not limited to, images, illustrations, photographs, graphs, messages, videos, audio, software, data, and text that are the sole property of IndustryHuddle, ALL RIGHTS RESERVED. The copyright and other proprietary rights and interests in all of this information are owned by IndustryHuddle, our affiliates, or someone who has granted IndustryHuddle a license to use the information or materials. You may view, download, print, and retain a copy of pages of the Website only for your personal use. You may use IndustryHuddle’s “Link to Us” logos and buttons to post links to the Website, provided you do not only place the logo or button on any website that you do not have permission to do so. Except as expressly authorized in these terms and conditions, you may not use, download, upload, copy, print, display, perform, reproduce, republish, license, post, transmit or distribution any information from our website in whole or in part without our prior written consent. Requests for any such consent should be directed to support@industryhuddle.com.

The trademarks, service marks, and logos displayed on our website are registered and common-law trademarks of IndustryHuddle, and others. No license or right to use any trademark contained on our website is granted to you and any use of any such mark contained on this website is expressly prohibited unless you obtain the prior written authorization to use such mark from IndustryHuddle or such other third party holder of the mark. If you have a specific question related to the marks on our website or a request for the use of such marks, please direct your inquires to support@industryhuddle.com.
Notices and Procedures for Making Claims of Copyright Infringement.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Website’s designated agent. ALL INQUIRES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

IndustryHuddle respects the intellectual property of others and we ask you to do the same. IndustryHuddle will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, IndustryHuddle will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide IndustryHuddle the following information. Please be advised that to be effective, the Notification must include ALL of the following:
1. A physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that it is allegedly infringed;
2. A description of the copyrighted work that you claim has been infringed;
3. A description of where the material that you claim is infringing is located on the Website;
4. Your address, telephone number, and email address and all other information reasonably sufficient to permit IndustryHuddle to contact you;
5. 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; 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 behalf of the owner of an exclusive right that is allegedly infringed.
  
  Notices Should Be Directed To: Zachary Haines; 9200 Montgomery Road, Building C, Suite 11A, Cincinnati, OH 45242; info@industryhuddle.com; FAX: (513) 794-3342.
Privacy.
Except as otherwise expressly provided for in these Terms, your use of the Website and provision of any information is subject to IndustryHuddle’s Privacy Policy and E.U. Privacy Policy, which are expressly incorporated into these Terms and Conditions.
Online Sales.
As a seller on IndustryHuddle, you agree to comply with the Online Sales Guidelines, which are expressly incorporated into these Terms and Conditions.
Third Party Websites.
The Website may contain links to other websites, which may or may not be controlled, operated, affiliated or hosted by IndustryHuddle. Certain links are provided on the Website in order to provide visitors to our site with other points of interest or connections to our partners via the internet; the inclusion of any such link(s) on the Website does not mean nor should it be construed to mean such website is affiliated with IndustryHuddle, unless such affiliation is specifically stated. We make no representations or warranties, nor do we assume any responsibility with regard to any other website that you may access through the Website.
Termination.
If you fail, or if IndustryHuddle suspects that you have failed, to comply with any of the provisions of these Terms and Conditions, including but not limited to failure to make payment of fees due, failure to provide accurate and complete registration data, failure to safeguard your Account information, violation of these Terms and Conditions, or infringement or other violation of third parties' rights, IndustryHuddle, at its sole discretion, without notice to you may: (i) terminate your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude your or any user's access to the Website (or any part thereof).

IndustryHuddle reserves the right to modify, suspend, or discontinue the Website (or any part or content thereof) at any time with or without notice to you, and IndustryHuddle will not be liable to you or to any third party should it exercise such rights.
Export Control.
The United States export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agreed to abide by these laws and their regulations.
Governing Law.
These Terms and Conditions and any disputes arising out of or related to the use of the Website or these Terms and Conditions will be construed and governed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles. All actions brought to interpret or enforce any provision of these Terms and Conditions shall be brought in the federal or state courts located in or applicable to Cincinnati, Ohio, and each party agrees to waive any defense or claim of lack of personal jurisdiction, the inappropriateness of venue, or forum non conveniens.
Dispute Resolution.
Any controversy arising out of or relating to the use of this Website or these Terms and Conditions may at the election of either party be settled exclusively and finally by arbitration. The arbitration shall be conducted in accordance with the commercial arbitration rules created by the American Arbitration Association. All submissions to arbitration shall be made within forty-five (45) days of the date upon which the controversy to be arbitrated arose. The arbitration shall be conducted before a sole arbitrator, and under no circumstance shall punitive damages be awarded in the arbitration. Any award rendered in such arbitration proceedings shall be final and binding on each of the parties, and judgment may be entered thereon in a court of competent jurisdiction.
Entire Agreement.
These Terms and Conditions, the incorporated Online Sales Guidelines, the incorporated Privacy Policy, the incorporated E.U. Privacy Policy, and the incorporated Advertising Guidelines represent the entire agreement between IndustryHuddle and you with respect to use of the Website. No agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by these Terms and Conditions.
Contact/Address for Legal Notice.
All questions, comments and legal notices should be submitted to:

IndustryHuddle, Inc.
9200 Montgomery Road
Building C, Suite 11A
Cincinnati, OH 45242.

Last Revised: October 3, 2012