HEYHUB TERMS OF SERVICE
You acknowledge and agree that the site and its contents are provided on an “as is”, “as available” basis and we do not make any, and hereby specifically disclaim any, representations, endorsements, guarantees, or warranties, express or implied, regarding the site or its contents, including, without limitation, any regarding or arising from: (i) merchantability, fitness for a particular purpose, title, or noninfringement of intellectual property rights; (ii) course of dealing, course of usage, or course of performance; or (iii) timeliness, accuracy, reliability or content of the site and any information provided through the site under this agreement. Without limiting the generality of the foregoing, we disclaim any warranty regarding the profitability of transactions executed on the site or the results to be obtained from the use of the information on the site, and information on the site is not intended to provide legal, financial, accounting, tax or other advice, and should not be relied upon as professional advice.
We are not liable for direct, indirect, incidental, consequential, special, punitive, exemplary, or any other damages (collectively, the “damages”), arising out of your use or inability to use the site. This provision entitled “limitation of liability” applies regardless of: (a) our negligence; (b) our gross negligence; (c) any failure of an essential purpose; and (d) whether such liability arises in negligence, contract, tort, or any other theory of legal liability. This provision entitled “limitation of liability” applies even if we have been advised of the possibility of or could have foreseen the damages. In those states that do not allow the exclusion or limitation of liability for the damages, our liability is limited to the fullest possible extent permitted by law. We are not responsible and not liable for any information, products, or services provided by other web sites that link to or from the site.
We grant you a non-exclusive, personal, and revocable right to access the Site.
You are responsible for protecting the confidentiality of your password(s), and for the acts and omissions of any third party that accesses the Site through use of your password, as if such acts and omissions were your own.
We shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability, and equipment needed for access or use.
You must obtain, pay for and maintain all software, hardware and anything else needed to use the Site.
You shall use the Site for lawful purposes only.
The Site contains copyrighted material, trademarks and other proprietary information, which may include, but is not limited to, text, software, photos, video, graphics, music and sound. We own a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original, granted or assigned to us. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works, publicly distribute, publicly display, reproduce, publicly perform, or in any way exploit in any format whatsoever (including, without limitation, print and electronic formats) any of the Site content, without our prior written authorization. This material includes, but is not limited to, the design, layout, look, appearance and graphics. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.
You shall not upload, post or otherwise make available on the Site any works or material protected by copyright, trademark or other proprietary right without the express written permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any works or material are not so protected rests entirely with you. You are liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all works or material submitted by you to the Site, you automatically grant, or warrant that the owner of such material has expressly granted, us a royalty-free, perpetual, irrevocable, worldwide, fully-paid up license to use, reproduce, create derivative works, publicly distribute, publicly perform, publicly display, assume any sound recording rights or moral rights of attribution or integrity, transmit, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed (including, without limitation, print and electronic form, media and technology) for the full term of any copyright that may exist in such works or materials. Except as limited under applicable law, and subject to any functionality on the Site allowing you to restrict access, you also permit any other Site user to access, view, store or reproduce the works or materials consistent with the provision entitled “Your Right to Use the Site.
The following trademark(s) are owned by us, all rights reserved: HeyHub Limited. All other trademarks appearing on the Site are the property of their respective owners. You gain no rights of any nature whatsoever in our trademarks, service marks or trade names through your use of the Site.
We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice or statement made on or off the Site by anyone other than one of our authorized employee spokespersons while acting in their official capacities. It is the responsibility of you to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Site or through a Site user. Advice of a professional may be necessary for you regarding the evaluation of any specific information, opinion, advice or other content.
12.2 If Customer exceeds the contracted level of Services during the Term of this Agreement, Customer will be charged as specified in the Order Form, or if not specified, using the then-current rates for the overage. Where no limits for usage of Services are explicitly given in the Order Form, limits will apply as specified by product earlier in this document.
12.3 Customer is responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Services provided under this Agreement, excluding taxes based on HeyHub's net income.
12.4 HeyHub reserves the right to increase recurring fees payable hereunder at any time upon sixty (60) days prior written notice provided that such increase is no greater than the Annual Price Cap as defined in the applicable Order Form.
The Term of this Agreement is given on the top of the Order Form. If the Term spans several years and the Order Form specifies annual fees, then fees are due in each year of the Order Form ("Contract Year") or as otherwise specified. If the Order Form provides for automatic renewal, the Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form, unless either party provides timely notice of nonrenewal as specified in the applicable Order Form. If the Order Form specifies a certain number of billable instances annually, then this limitation pertains to each year of the Term, unless otherwise specified. Unless otherwise provided in the Order Form, if Customer continues to use the Services beyond the Term, the Order Form will renew for another Term at then-current rates.
14.1 Either party may terminate an Order Form if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, except for breach of Section 12 which shall have a ten (10) day cure period, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
14.2 In the event of non-payment by the Customer, HeyHub may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default. If Customer fails to pay fees when due, then Customer shall also be liable for all fees due during the term of the Order Form and any additional expenses (including but not limited to reasonable attorneys' fees and accrued interest) HeyHub incurs in collecting such delinquent fees.
14.3 In the event of non-payment by the Customer, HeyHub reserves the right to restrict access to the Services upon five (5) business days' prior written notice. Customer agrees that such restrictions do not modify the amounts due under their Order Form.
14.3 Subject to the terms and conditions of this Agreement, during the Term of the applicable Order Form, HeyHub will provide Customer with a worldwide, non-exclusive, non-transferable and revocable subscription right to access and use the HeyHub System as upgraded from time to time. Customer may use the HeyHub System only for purposes of performing its internal business operations or its clients' business operations outsourced to it. Customer may not use the HeyHub System as part of a commercial time-sharing or service-bureau operation or in any other resale capacity. Except for the foregoing subscription right, no other rights in the HeyHub System are granted to Customer hereunder, and the HeyHub System is and will remain the sole and exclusive property of HeyHub and its licensors, if any, whether the HeyHub System is separate or integrated with any other products, services or deliverables.
15.1 Customer is responsible for any use of the Services, including without limitation for any data, submissions, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by it or its employees, agents or authors. Customer is responsible for the backup of its data used in conjunction with the Services.
15.2 Customer represents and warrants that all data, submissions, materials and content ("Customer Data") it provides for use with the Services is owned by Customer or Customer has the right to provide such Customer Data to HeyHub for use with the Services. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and Customer shall defend, indemnify and hold HeyHub harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by HeyHub or which are agreed by HeyHub to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Customer. Customer shall not be entitled to settle or compromise any such claim made against HeyHub without HeyHub's prior written consent, such consent not to be unreasonably withheld.
15.4 Customer represents and warrants that it, its affiliates, and their employees, agents, representatives, and any entity or persons having effective control over Customer, is not subject to or resident in any country subject to economic or trade sanctions by the U.S. State Department and/or OFAC or are listed as a "Specially Designated National," a "Specially Designated Global Terrorist," a "Blocked Person," or similar designation under the OFAC sanctions regime. Any breach of this section shall be deemed a material breach of this Agreement and HeyHub may immediately terminate Customer's Agreement.
16.3 Upon Customer's written request made within 30 days after the effective date of expiration or termination of this Agreement, HeyHub will, provided Customer is not in breach of any of its obligations under the Agreement and upon Customer's payment of the applicable fees, make available to Customer for download a file of Customer Data in its then current format.
16.4 After such 30-day period, HeyHub shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data maintained in its production systems, provided HeyHub may retain archival copies of Customer data on offline backup media for a reasonable period of time not to exceed two (2) years following expiration or termination of any Order Form.
17.1 Access is limited to the version of the Service in HeyHub's production environment. HeyHub may from time to time at its sole discretion update the Service and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements.
17.2 HeyHub will provide Customer online access to and use of the Service via the Internet by use of a Customer-provided browser. The Software will be hosted on a server that is maintained by HeyHub or its designated third party supplier or data center. Customer is solely responsible for obtaining and maintaining at its own expense, all equipment needed to access the Software, including but not limited to Internet access and adequate bandwidth
18.2 Notwithstanding any provision to the contrary in this Agreement, Customer acknowledges and agrees that use of the HEYHUB Services to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Services and therefore Customer shall be solely responsible for any such use of the Services by Customer or its employees, agents or subcontractors and HeyHub shall bear no risk or liability for same.
18.3 "Sensitive Personal Information" shall be defined as:
Any notice hereunder shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under this Agreement.
Customer agrees that Customer, its organization and affiliates, will not attempt to hire, or assist in hiring anyone currently employed by HeyHub, except insofar as such recruitment results from a general solicitation of employment not specifically directed towards employees or subcontractors of HeyHub. Customer further agrees that should such a situation occur, HeyHub would be caused irreparable harm and be entitled to injunctive relief.
HeyHub will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by Customer, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of their respective obligations hereunder. HeyHub is not liable for excusable delay.
Customer agrees that HeyHub may use its organization's name and logo to identify Customer as a customer of HeyHub on HeyHub's website, and as a part of a general list of HeyHub's customers for use and reference in HeyHub's corporate and marketing literature. Additionally, Customer agrees that HeyHub may issue a press release identifying Customer as a HeyHub customer.
Entire Agreement and Amendments. This Agreement is the entire agreement between us and supersedes all earlier and simultaneous agreements regarding the subject matter. Governing Law and Forum. All claims regarding this Agreement are governed by and construed in accordance with the Laws of England and Wales, applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of Law principles, and must be litigated in England and Wales, regardless of the inconvenience of the forum, except that we may seek temporary injunctive relief in any venue of our choosing. The parties acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. No Waivers, Cumulative Remedies. Our failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of our rights under this Agreement. All our remedies under this Agreement, at Law or in equity, are cumulative and nonexclusive. Severability: If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect our original intent, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Notices: All notices to us under this Agreement must be sent email@example.com. Captions and Plural Terms: All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.