END USER LICENSE AGREEMENT
The Hacsys End User License Agreement (EULA) is the legal agreement between you and
Hacsys LLC ("us", "we", "our”). It specifies details on your usage rights and your
restrictions with our software applications as a property. Review these terms
(“Agreement”) thoroughly. This Agreement is a legal agreement between you and
Hacsys. By clicking “I Agree,” indicating acceptance electronically, or by installing,
accessing or using the Software, you agree to these terms. If you do not agree to this
Agreement, then you may not use the Software.
GENERAL TERMS
1. AGREEMENT
1.1 This Agreement describes the terms governing your use of the Hacsys
Software including content, updates and new releases (collectively, the
“Software”). It includes by reference:
• Hacsys’ Privacy Policy provided to you in the Software and available on
the website or provided to you otherwise.
• Additional Terms and Conditions, which may include those from third
parties; and
• Any terms provided separately to you for the Software, including
product or program terms, ordering, activation, payment terms, etc.
2. LICENSE GRANT AND RESTRICTIONS
2.1 The Software is protected by copyright, trade secret, and other intellectual
property laws. You are only granted certain limited rights to install and use the
Software, and Hacsys reserves all other rights in the Software not granted to you
in writing herein. As long as you meet any applicable payment obligations and
comply with this Agreement, Hacsys grants you a personal, limited, nonexclusive,
nontransferable, revocable license to use the Software only for the period of use
provided in the ordering and activation terms, as set forth in this Agreement, or
in accordance with Hacsys’ then-current product discontinuation policies, as
updated from time to time, and only for the purposes described by Hacsys for
the Software.
2.2 You acknowledge and agree that the Software is licensed, not sold. You
agree not to use, nor permit any third party to use, the Software in a manner that
violates any applicable law, regulation or this Agreement. You agree you will not:
• Provide access to or give the Software or any part of the Software to
any third party;
• Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell,
trade or resell the Software;
• Transfer your license to the Software to any other party;
• Attempt unauthorized access to any other Hacsys systems that are not
part of the Software;
• Permit any third party to benefit from the use or functionality of the
Software via a rental, lease, timesharing, service bureau, hosting service, or
other arrangement; or
• Make the Software available on any file-sharing or application hosting
service.
3. PAYMENT.
For Software licensed on a payment or subscription basis, the following terms
apply, unless Hacsys notifies you otherwise in writing. This Agreement also
incorporates by reference and includes program ordering and payment terms
provided to you for the Software:
a. Payments will be billed to you in U.S. dollars, and your account will be
debited when you subscribe and provide your payment information,
unless stated otherwise in the program ordering or payment terms on the
website for the Software.
b. You must pay with one of the following:
1. A valid credit card acceptable to Hacsys;
2. A valid debit card acceptable to Hacsys;
3. Sufficient funds in a checking or savings account to cover an
electronic debit of the payment due; or
4. By another payment option Hacsys provides to you in writing.
c. If your payment and registration information is not accurate, current
and complete, and you do not notify us promptly when such information
changes, we may suspend or terminate your account, terminate your
license and refuse any further use of the Software.
d. If you do not notify us of updates to your payment method (e.g.,
credit card expiration date), to avoid interruption of your service, we may
participate in programs supported by your card provider (e.g., updater
services, recurring billing programs, etc.) to try to update your payment
information, and you authorize us to continue billing your account with
the updated information that we obtain.
e. Hacsys will automatically renew your monthly, quarterly, or annual
subscription at the then-current rates, unless the Software license or
subscription is cancelled or terminated under this Agreement.
f. Additional cancellation or renewal terms may be provided to you on
the website for the Software.
4. YOUR PRIVACY AND PERSONAL INFORMATION.
You can view Hacsys’ Privacy Policy provided with the Software and on the
website for the Software. You agree to the applicable Hacsys Privacy Policy, and
any changes published by Hacsys. You agree that Hacsys may use and maintain
your data according to the Hacsys Privacy Policy, as part of the Software. This
means that Hacsys may use your data to improve the Software or to design
promotions and to develop new products or services. Hacsys is a global company
and may access or store personal information in multiple countries, including
countries outside of your own country to the extent permitted by applicable law.
California Consumer Privacy Act. For the purposes of the California Consumer
Privacy Act (“CCPA”), Hacsys shall be considered a Business and/or Third Party, as
applicable. Where Hacsys acts as a Third Party, you represent, warrant and
covenant that all Personal Information provided or otherwise made available to
Hacsys is done so in compliance with applicable law, and that it has provided all
necessary and appropriate notices and opt-outs, and otherwise has all necessary
and appropriate rights, to enable Hacsys to (i) share any and all Personal
Information you provided with any Hacsys company, including Hacsys LLC. and
any parent, subsidiary, affiliate, or related company of Hacsys LLC. (collectively,
the “Hacsys Family Companies”), and (ii) use any such Personal Information in
connection with any and all Hacsys Family Companies’ internal operations and
functions, including, but not limited to, improving such Hacsys Family Companies’
products and/or services, operational analytics and reporting, internal financial
reporting and analysis, audit functions and archival purposes. Notwithstanding
the foregoing, the parties agree that the sharing of Personal Information between
Hacsys Family Companies does not constitute a “sale” of such Personal
Information under the CCPA. Capitalized terms in this paragraph have the
meanings given those terms under the CCPA.
5. CONTENT
5.1 You are responsible for your content. You are responsible for all materials
(“Content”) uploaded, posted or stored through your use of the Software. You
grant Hacsys a worldwide, royalty-free, non-exclusive license to host and use any
Content provided through your use of the Software. Archive your Content
frequently. You are responsible for lost or unrecoverable Content. You must
provide all required and appropriate warnings, information and disclosures.
Hacsys is not responsible for the Content or data you provide through your use
of the Software. You agree not to use the Software, nor permit any third party to
use, the Software to upload, post, distribute, link to, publish, reproduce, engage
in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent defamatory, obscene, pornographic, profane,
threatening, abusive, hateful, harassing, offensive, inappropriate or
objectionable information or communications of any kind, including
without limitation conduct that would encourage “flaming” others, or
criminal or civil liability under any local, state, federal or foreign law;
b. Content that would impersonate someone else or falsely represent
your identity or qualifications, or that constitutes a breach of any
individual’s privacy;
c. Except as permitted by Hacsys in writing, investment opportunities,
solicitations, chain letters, pyramid schemes, other unsolicited commercial
communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or
data; and
e. Any information, software or Content which is not legally yours and
without permission from the copyright owner or intellectual property
rights owner.
5.2 Community forums. The Software may include a community forum or other
social features to exchange Content and information with other users of the
Software and the public. Hacsys does not support and is not responsible for the
content in these community forums. Please use respect when you interact with
other users. Do not reveal information that you do not want to make public.
Users may post hypertext links to content of third parties for which Hacsys is not
responsible.
5.3 Hacsys may freely use feedback you provide. You agree that Hacsys may
use your feedback, suggestions, or ideas in any way, including in future
modifications of the Software, other products or services, advertising or
marketing materials. You grant Hacsys a perpetual, worldwide, fully transferable,
sublicensable, non-revocable, fully paid-up, royalty free license to use the
feedback you provide to Hacsys in any way.
5.4 Hacsys may monitor your Content. Hacsys may, but has no obligation to,
monitor content on the Software. We may disclose any information necessary to
satisfy our legal obligations, protect Hacsys or its customers, or operate the
Software properly. Hacsys, in its sole discretion, may refuse to post, remove, or
refuse to remove, any content, in whole or in part, alleged to be unacceptable,
undesirable, inappropriate, or in violation of this Agreement.
6. ADDITIONAL TERMS
6.1 Hacsys does not give professional advice. Unless specifically included with
the Software, Hacsys is not in the business of providing legal, financial,
accounting, tax, health care, real estate or other professional services or advice.
Consult the services of a competent professional when you need this type of
assistance.
6.2 We may tell you about other Hacsys Services. You may be offered other
services, products, or promotions by Hacsys (“Hacsys Services”). Additional terms
and conditions and fees may apply. With some Hacsys Services you may upload
or enter data such as names, addresses and phone numbers, purchases, etc., to
the Internet. You grant Hacsys permission to use information about your business
and experience to help us to provide the Hacsys Services (including other
products and services you might be interested in), to develop new products and
services, and to enhance the Software.
6.3 Communications. Hacsys may be required by law to send you
communications about the Software or Third-Party Products. You agree that
Hacsys may send these communications to you via email or by posting them on
our websites.
6.4 You will manage your passwords and accept updates. You are responsible
for securely managing your password(s) for access to the Software and to contact
Hacsys If you become aware of any unauthorized access to your account. The
Software may periodically be updated with tools, utilities, improvements, third
party applications, or general updates to improve the Software. You agree to
receive these updates.
7. DISCLAIMER OF WARRANTIES
7.1 Your use of the software and content is entirely at your own risk. Except as
described in this agreement, the software is provided “as is.” To the maximum
extent permitted by applicable law, Hacsys, its affiliates, and its third-party
providers, licensors, distributors or suppliers (collectively, “suppliers”) disclaim all
warranties, express or implied, including any warranty that the software is fit for a
particular purpose, title, merchantability, data loss, non-interference with or noninfringement
of any intellectual property rights, or the accuracy, reliability, quality
or content in or linked to the software. Hacsys and its affiliates and suppliers do
not warrant that the software is secure, free from bugs, viruses, interruption,
errors, theft or destruction. If the exclusions for implied warranties do not apply
to you, any implied warranties are limited to 60 days from the date of purchase
or delivery of the services, whichever is sooner.
7.2 Hacsys, its affiliates and suppliers disclaim any representations or warranties
that your use of the software will satisfy or ensure compliance with any legal
obligations or laws or regulations.
8. LIMITATION OF LIABILITY AND INDEMNITY.
To the maximum extent permitted by applicable law, the entire liability of Hacsys,
its affiliates and suppliers for all claims relating to this agreement shall be limited
to the amount you paid for the software during the twelve (12) months prior to
such claim. Subject to applicable law, Hacsys, its affiliates and suppliers are not
liable for any of the following: (a) indirect, special, incidental, punitive or
consequential damages; (b) damages relating to failures of telecommunications,
the internet, electronic communications, corruption, security, loss or theft of data,
viruses, spyware, loss of business, revenue, profits or investment, or use of
software or hardware that does not meet Hacsys systems requirements. The
above limitations apply even if Hacsys and its affiliates and suppliers have been
advised of the possibility of such damages. This agreement sets forth the entire
liability of Hacsys, its affiliates and your exclusive remedy with respect to the
software and its use. You agree to indemnify and hold Hacsys and its affiliates
and suppliers harmless from any and all claims, liability and expenses, including
reasonable attorneys’ fees and costs, arising out of your use of the software or
breach of this agreement (collectively referred to as “claims”). Hacsys reserves the
right, in its sole discretion and at its own expense, to assume the exclusive
defense and control of any claims. You agree to reasonably cooperate as
requested by Hacsys in the defense of any claims.
9. CHANGES.
We reserve the right to change this Agreement at any time, and the changes will
be effective when posted on our website for the Software or when we notify you
by other means. We may also change or discontinue the Software, in whole or in
part. Your continued use of the Software indicates your agreement to the
changes.
10. TERMINATION.
Hacsys may, in its sole discretion and without notice, restrict, deny, terminate this
Agreement, or suspend the Software, related online services, or other Hacsys
Services effective immediately, in whole or in part, for suspicion of fraud, security,
illegal activity or unauthorized access issues to protect the integrity of the
Software or our Services or systems and comply with applicable Hacsys policy, or
if you fail to comply with this Agreement or if you no longer agree to receive
electronic communications. Upon termination you must immediately stop using
the Software or applicable services and any outstanding payments will become
due. Any termination of this Agreement shall not affect Hacsys’ rights to any
payments due to it. Hacsys may terminate a free account at any time. Sections
2.2, 3 through 14 will survive and remain in effect even if the Agreement is
terminated.
11. EXPORT RESTRICTIONS.
You acknowledge that the Software, its related website, online services, and other
Hacsys Services, including the mobile application, delivered by Hacsys are subject
to restrictions under applicable US export control laws, including US trade
embargoes and sanctions and security requirements, and applicable country or
local laws to the extent compatible with US laws. You agree that you will comply
with these laws and regulations, and will not export, re-export, import or
otherwise make available products and/or technical data in violation of these
laws and regulations, directly or indirectly.
12. GOVERNING LAW.
California state law governs this Agreement without regard to California’s
conflicts of law’s provisions.
13. DISPUTES.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE HACSYS
SOFTWARE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING
ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in
small claims court if your claims qualify. The Federal Arbitration Act governs the
interpretation and enforcement of this provision; the arbitrator shall apply
California law to all other matters. All issues are for the arbitrator to decide,
including issues relating to the scope and enforceability of this arbitration
provision. Notwithstanding anything to the contrary, any party to the arbitration
may at any time seek injunctions or other forms of equitable relief from any court
of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST
BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF
OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO
ARBITRATION, YOU AGREE THAT YOU AND HACSYS ARE EACH WAIVING THE
RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION,
YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR
LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY
AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, send a letter requesting arbitration and
describing your claim to Hacsys LLC 2100 Geng Road Suite 210, Palo Alto,
California 94303.
14. GENERAL.
This Agreement, including Additional Terms below is the entire agreement
between you and Hacsys and replaces all prior understandings, communications
and agreements, oral or written, regarding its subject matter. If any court of law,
having the jurisdiction, rules that any part of this Agreement is invalid, that
section will be removed without affecting the remainder of the Agreement. The
remaining terms will be valid and enforceable. The United Nations Convention on
Contracts for the International Sale of Goods does not apply to this Agreement.
You cannot assign or transfer ownership of this Agreement to anyone without
written approval of Hacsys.