Terms of service

Revised as of 24/05/2018

Introduction

The following terms and conditions (these “Terms of Use” or “Terms”) govern your access to and use of the website (“Site”) operated by Howdy (as defined below), available at www.howdy.co, and the mobile application (“App”) operated by Howdy and the portal used by Hosts located at portal.howdy.co (“Portal”), including any content, functionality and services offered on and through the Site, the App and/or the Portal (collectively, the “Howdy Platforms”, and each a “Howdy Platform”). Use of our Site and the Portal includes accessing, browsing, or registering to use our Site and/or the Portal and setting up an account on our Site (a “Howdy Account”). Use of our App includes downloading the App. We may from time to time provide products or services via or in connection with the use of any of the Howdy Platforms (collectively, “our Services”).

Contractual relationship

These Terms of Use constitute a legal agreement between the relevant Howdy entity and users of the Howdy Platforms that applies to all Services provided by Howdy.

By using the Howdy Platforms, a user indicates that he or she has agreed to comply with these Terms of Use (as may be updated by Howdy in its sole and absolute discretion from time to time, by publishing the updated Terms of Use on the Howdy Platforms).

You understand and agree that if you use a Howdy Platform after the date on which the Terms of Use were amended or changed, your use shall be deemed as acceptance of the updated Terms of Use.

Please read these Terms of Use carefully before you start to use the Services. We recommend that you print a copy of this for future reference. By using our Services, you confirm that you accept these Terms of Use and the Howdy Privacy Policy (see below), and will comply with them. If you do not agree to these Terms or the Privacy Policy, you must not use the Services.

Privacy Policy and other terms

Privacy Policy: For information on how we use your data, please refer to our Privacy Policy at www.howdy.co/privacy-policy, which also applies to your use of the Howdy Platforms. You agree that the Privacy Policy shall form part of the Terms of Use.

Other terms: If you download our App from an app store operated by a third party, you must comply with the terms and conditions of that app store, in addition to the Terms of Use and Privacy Policy. Howdy will not be liable for any breach or non-compliance by you of the terms and conditions of any third party app store operator, and you undertake to indemnify Howdy fully for any claims arising from such breach or non-compliance, where applicable.

About us

www.howdy.co is a site operated by Howdy Hub Limited (“Howdy UK”), Howdy Hub Pte Ltd (“Howdy Singapore”) and other companies within the group (collectively, “Howdy”).

Howdy UK: Howdy UK is registered in England and Wales under company number 09410382 and has its registered office at Howdy Hub Limited, 4 Coleman Street, Sixth Floor, London, EC2R 5AR. Howdy UK’s main trading address is at 4 Coleman Street, Sixth Floor, London, EC2R 5AR. Its VAT number is 215 284 228.

Howdy Singapore: Howdy Singapore is a company incorporated in Singapore under company number 201613369K and has its registered office at Howdy Hub Pte Ltd, 80 Raffles Place #25-01 UOB Plaza, Singapore 048624.

Other companies in the Howdy Group: From time to time, we may update our Site to make reference to or include other entities within the Howdy group, as we may deem appropriate.

About you

You are entering into this agreement with Howdy.

Place of residence: If you reside in the United Kingdom or any of the countries within the European Union, you are entering into this agreement with Howdy UK. If you reside in Singapore or any of the countries outside the United Kingdom or the European Union, you are entering into this agreement with Howdy Singapore.

Authorised personnel: If you are using our services on behalf of an organisation in which you are an employee, officer, agent or other contractor, that organisation will be responsible for ensuring compliance with these Terms by you and any other person who uses the Services on the organisation’s behalf. You confirm that you have the authority to accept such responsibility on behalf of your organisation.

Age: By using the Services, you represent and warrant that you are 18 years old or older if the law requires that you must be older in order for us to lawfully provide the services to you without parental consent.

Change to terms of use and services

Howdy may revise these Terms of Use at any time by amending this page or the Howdy Platforms. Howdy will endeavour to update you as soon as possible of such changes where appropriate and this may require you to re-sign in to your account and to confirm your agreement to the new Terms of Use. Please check this page or the Howdy Platforms from time to time to take notice of any changes made by Howdy, as they are binding on you.

Howdy may change the Services from time to time. However, please note that any of the content on the Howdy Platforms may be out of date at any given time, and we are under no obligation to update it.

Objections: If you object to any changes, you may close your Howdy Account. Your continued use of the Services after we publish our changes to these Terms means that you have accepted the amended Terms.

Accessing the services

The Services are currently provided free of charge. However, Howdy reserves the right to charge for the Services in future.

If Howdy does decide to implement charges in future, Howdy will notify you using the contact details provided by you and you will be entitled to choose whether or not to continue to use the Services at the applicable charge.

While Howdy will use its best effort to ensure availability of the Services and the Howdy Platforms, Howdy does not warrant, represent or guarantee that the Services and the Howdy Platforms will always be available or be uninterrupted or free from errors. Access to the Services and the Howdy Platforms is permitted on a temporary basis. Howdy may suspend, withdraw, discontinue or change all or any part of the Services and/or the Howdy Platforms without notice to you or to any person. You agree that Howdy will not be liable to you if for any reason the Services and/or the Howdy Platforms are unavailable at any time or for any period.

You are responsible for making all arrangements necessary for you to have access to the Services and the Howdy Platforms.

You are also responsible for ensuring that all persons who access the Services and/or the Howdy Platforms through your internet connection or using a device owned or controlled by you are aware of and comply with these Terms of Use, the Privacy Policy and other applicable terms and conditions.

Accounts and Passwords

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. You agree to try to choose a strong and secure password.

Howdy has the right to disable any user identification code or password, whether chosen by you or allocated by Howdy, at any time, if in Howdy’s reasonable opinion you have failed to comply with any of the provisions of these Terms of Use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify Howdy at privacy@howdy.co

However, please note that you are responsible for anything that happens through your Howdy Account. You agree not to share or transfer your Howdy Account with or to anyone else.

What are your rights on the Howdy platforms?

Howdy is the owner and/or the licensee of all intellectual property rights in the Services and the Howdy Platforms, including any text, data, graphics, images and illustrations on the Howdy Platforms (together the “Content”).

The Content is protected by copyright laws and treaties in the applicable jurisdictions. All such rights are reserved.

In consideration of you agreeing to comply with these Terms of Use, Howdy grants you a non-transferable, non-exclusive licence to use the Services and the Howdy Platforms, including the Content, for your personal purposes and in accordance with these Terms. Save as set out herein, Howdy reserves all other rights that Howdy may have to the Content.

You may print off one copy, and may download extracts, of any page(s) from the Site for your personal use. However, you agree that Howdy’s status (and that of any identified contributors) as the authors of the Content must always be acknowledged. If you print off, copy or download any Content in breach of these Terms of Use, your right to use the Services and the Howdy Platforms will cease immediately and you must, if we request you to do so, return or destroy any copies of the materials you have made from the use of the Content.

Restrictions on use

You must not:

• remove any copyright, trademark or other proprietary notices from any portion of the Howdy Platforms;
• reproduce or modify the copies of any Content, or have it printed off or downloaded in any way;
• copy any of the Howdy Platforms except where such copying is incidental to normal use of the Howdy Platforms or necessary for the purpose of back-ups;
• distribute, transfer, publicly display, perform, transmit, stream, broadcast or otherwise exploit the Howdy Platforms except as expressly permitted in writing by Howdy;
• use the Services in any way that would violate Howdy’s rights or the rights of a third party;
• rent, lease, sub-license, loan, adapt, vary or modify the Howdy Platforms or permit the Howdy Platforms or any part of them to be combined with or become incorporated in any programs;
• disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Howdy Platforms; or attempt to do any such thing except and to the extent that such actions cannot lawfully be prohibited;
• use the Services in any way that is likely to offend, harass, defame, harm or violate the privacy of any person;
• use the Services in any unlawful manner or for any unlawful purpose;
• use the Howdy Platforms or the Services in any way that could hinder the operations, damage, disable, overburden, impair or compromise Howdy’s systems or security or interfere with other users of the Howdy Platforms; and
• collect or harvest information or data from the Services or our systems or attempt to decipher any transmissions to or from the servers running the Services.

Reliance on information

The Content is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Content.

Howdy makes no representations, warranties or guarantees, whether express or implied that the Content is accurate, complete or up-to-date.

Limitation on Howdy's liability

Nothing in these Terms of Use excludes or limits Howdy’s liability for death or personal injury arising from Howdy’s negligence or Howdy’s fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by the applicable laws.

However, to the fullest extent permitted by law, Howdy excludes all conditions, warranties, representations or other terms which may apply to the Services, including the Content, whether express or implied. Without limiting the foregoing, Howdy excludes any warranties and representations relating to merchantability, fitness for a particular purpose, accuracy of data and non-infringement, or any guarantee that the Services and/or the Howdy Platforms will function without interruptions or errors.

Howdy will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use the Services and/or the Howdy Platforms or your reliance on the Content. To the extent permitted under the applicable laws and without limiting the generality of the foregoing, Howdy will not be liable to you for:

• loss of use, profits, sales, business, or revenue;
• loss of data or other intangibles;
• business interruption;
• loss of anticipated savings or cost of procuring substitute services or goods;
• loss of business opportunity, goodwill or reputation; or
• any punitive or incidental, indirect or consequential loss or damage,

even if Howdy has been advised previously by you of the possibility of such damages occurring.

Uploading or posting content

Whenever you upload, transmit or post content to, via or on the Howdy Platforms, or make contact with other users of the Services, you must comply with the content standards set out in these Terms of Use, and the Privacy Policy.

Any content uploaded or posted by you (your “User Submissions”) must be truthful and accurate (where it states facts), be genuinely held (where it states opinions) and comply with applicable laws in the United Kingdom, Singapore and any other country from which it is sent.

Your User Submissions must not:

• be defamatory, deceptive or misleading, obscene, offensive, sexually explicit, hateful or inflammatory or likely to harass, upset, embarrass, alarm or annoy any other person or invade any person’s privacy;
• promote discrimination on race, sex, religion, nationality, disability, sexual orientation or age, sexually explicit material, violence or any illegal activity;
• infringe any intellectual property right including copyright, database right or trade mark of any person;
• breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• give the impression that it emanates from Howdy, if this is not the case; or
• assist any person in or promote any unlawful act.

You further warrant and represent that your User Submissions will comply with the standards set out in these Terms. You agree to be liable for any breach of these Terms, and will hold Howdy harmless from and shall indemnify Howdy fully against any claims arising from a breach of these Terms.

Howdy reserves the right to remove content or terminate an individual's use of the Services and/or the Howdy Platforms immediately without any prior warning or notice if Howdy feels that any content uploaded or posted violates any of the above points or if Howdy feels that the content does not coincide with the spirit, nature or ethical values of Howdy and the Services.

What rights do you grant to Howdy and other users?

Certain features of the Howdy Platforms may allow you to post, upload or transmit the following different types of User Submission:

• User Submissions which are accessible to all users of our services (“Public User Submissions”);
• User Submissions which will be accessible only to you (a “Private User Submission”); and
• User Submissions which will only be accessible to other users of our services identified by you (“Limited Audience User Submissions”).

Subject to the restrictions set out below, by using the Services you grant the following worldwide, royalty free, perpetual, transferable, non-exclusive licences in relation to your User Submissions:

• a licence for Howdy to use all of your User Submissions for all purposes in connection with our business, including the right to sub-license, copy, modify, create derivative works of, distribute or use such User Submission in all formats and distribution channels without further notice to you, and without the requirement of payment to you or any other person or entity;
• a licence for all other users of the Howdy Platforms and/or the Services to use any of your Public User Submissions for all purposes in connection with their use of the Services;
• a licence for those users named by you to use your Limited Audience User Submissions for all purposes in connection with their use of the Services,

subject at all times to our Privacy Policy.

Where you upload or post Public User Submissions in connection with a public network which is promoted on the Howdy Platforms (which may include message posted to a future ‘group chat’ function to be introduced by Howdy), you agree that Howdy can share the aforementioned Public User Submission with the host of the network and that you have obtained the required consents (including under the applicable privacy laws) to share the aforementioned Public User Submission from the relevant parties. You also agree that the host may display the aforementioned Public User Submission on its website and social media pages. Howdy disclaims all liability of any kind arising from the unauthorised access to or use of your User Submission.

Howdy will not share your Private User Submissions with other users of our services and will only share your Limited Audience User Submissions with those users identified by you.

Howdy may disclose your identity to any third party who is claiming that any of your User Submissions constitutes a violation of their intellectual property rights, or of their right to privacy, and you hereby consent to such disclosure.

Howdy may also remove all or any of your User Submissions if, in Howdy’s opinion, they do not comply with these Terms of Use.

Indemnity: You agree to indemnify and hold Howdy, its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees) arising out of or in connection with: (i) your use of the Howdy Platforms or the Services or goods obtained through your use of the Howdy Platforms; (ii) your breach or violation of any of these Terms of Use; (iii) Howdy’s use of your User Submission (in the manner permitted in these Terms of Use); or (iv) your violation of the rights of any third party.

Responsibility for user submissions

You are responsible for ensuring that your User Submissions comply with the requirements of these Terms of Use and with all legal and regulatory requirements, in the applicable jurisdictions.

In particular, where your User Submissions contain personal data and/or information from third persons, you confirm that you have permission or consent from these persons to upload, post or share them, in accordance with the personal data protection laws of the relevant jurisdictions.

Howdy has no control over and will not be liable in relation to User Submissions submitted by other users of the Services or in relation to how other users use your User Submissions.

Howdy will not be responsible to you in relation to any dealings, transactions or interactions you have with third parties via or in relation to the Services.

Howdy will not be required to be involved in any dispute between you and another user of the Services or between you and any third party who becomes known to you as a result of the Services.

Reporting abusive behaviour

Howdy strives to welcome people to an environment that is free from abusive content. To do this, Howdy relies on our users. If you see something on any of the Howdy Platforms that you believe to be offensive or inappropriate, please report it to Howdy at privacy@howdy.co. Howdy will review the things that you report to help make the Howdy Platforms safe.

Please bear the following in mind:
Howdy may take action if a user is deemed to have been abusive or behaved inappropriately towards another user. Reporting something does not guarantee that it will be removed because it may not be deemed to be offensive or inappropriate by Howdy. If you report content, Howdy may contact you for further information about communications between you and the reported user, or to clarify what content was abusive or inappropriate. The number of reports does not impact whether something will be removed. Howdy never removes content simply because it has been reported a number of times. The consequences vary depending on the severity of the violation and the person’s history on any of the Howdy Platforms.

For instance, we may warn someone for a first violation, but if Howdy continues to see further violations, Howdy may restrict a person’s ability to network on the Howdy Platforms or ban the person from the Howdy Platforms.

Howdy also offers you the ability to block people. People also often resolve issues they have about a piece of content by simply getting in touch with the person who messaged them. Nevertheless, Howdy is not advising that you send messages to persons with whom you may not wish to be in contact.

Viruses

While Howdy does all it can to ensure the Services and the Howdy Platforms are secure and free from bugs or viruses, Howdy cannot guarantee this will be so all the time. Howdy will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading of any Content, or on any website linked to the Howdy Platforms.

You are responsible for deciding if you want to access or use third party apps or sites that link from the Howdy Platforms or the Services, and you should use your own virus protection software.

You must not misuse the Services or the Howdy Platforms by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Howdy Platforms, the server on which the Howdy Platforms are stored or any server, computer or database connected to the Services. You must not attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

Linking to the Howdy Platforms

While the Howdy Platforms must not be framed on any other site, you may create a link to any part of the Howdy Platforms, provided you do so in a way that is fair and legal and does not damage Howdy’s reputation or take advantage of it. Howdy reserves the right to withdraw linking permission without notice or compensation.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Howdy’s part where none exists or establish a link to any of the Howdy Platforms in any website that is not owned by you.

Ending your use of our services

You can stop using the Services and may close your Howdy Account at any time by notifying us at privacy@howdy.co.

Howdy can also terminate or suspend your access to the Services for any reason by informing you in writing through the email address associated with your Howdy Account, and allow you to retrieve any important User Submissions stored in your Howdy Account within a reasonable time (as may be determined by Howdy at its sole discretion)..

Once your use of the Services comes to an end, Howdy may delete any content associated with your Howdy Account, including your User Submissions. If you are in breach of these Terms of Use, Howdy can terminate or suspend your access to the Services immediately without any prior warning or notice.

Third party links and resources

Where the Howdy Platforms contain links to other sites and resources provided by third parties, these links are provided for your information only. Howdy has no control over the contents of those sites or resources and assumes no responsibility for such contents. Such links should not be interpreted as endorsement by Howdy of those linked websites. Howdy will not be liable for any loss or damage that may arise from your use of them.

Third Party Rights

A person who is not a party to these Terms of Use has no rights under the Contracts (Rights of Third Parties) Act 1999 or Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore), as may be applicable to you, to enforce any term of these Terms of Use.

Severance

If any provision of these Terms of Use is determined to be invalid or unenforceable under any applicable laws, then such invalidity or unenforceability shall not have any effect on any other provision of these Terms of Use, all of which shall remain valid and enforceable.

Governing laws and dispute resolution

If you reside in the United Kingdom or any of the countries within the European Union: You agree that these Terms of Use shall be governed and construed in accordance with English law. Any dispute arising out of or in connection with these Terms of Use including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the courts of England and Wales.

If you reside in Singapore or any of the countries outside the United Kingdom or the European Union: You agree that these Terms of Use shall be governed and construed in accordance with the laws of the Republic of Singapore. Any dispute arising out of or in connection with these Terms of Use including any question regarding their existence, validity or termination, shall be referred to and finally resolved by the courts of Singapore.

Thank you for using the Howdy Platforms and Services.