This service agreement is effective when the Subscriber clicks to confirm the creation of a Haaash.com subdomain.
WHEREAS Service Provider has developed a system for managing questions & answers websites (hereinafter the "Service");
WHEREAS, Service Provider has the required expertise for providing the Service;
WHEREAS, Service Provider has posted on his website all required information to describe the Service and the corresponding payments
WHEREAS, Subscriber needs a third-party hosted Software As A Service (hereinafter the "SAAS") to answer his information technology needs
WHEREAS, Subscriber has read all needed information about the Service on the SAAS website
WHEREAS Subscriber recognizes the advantages and value of the Service
WHEREAS, Service Provider agrees to offer the Service in line with the all on the terms and conditions set forth herein.
WHEREAS, Service Provider acknowledges importance of the Service to the Subscriber
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:
- The Service. This Agreement sets forth the terms and conditions under which Service Provider agrees to license to Subscriber Haaash Q&A and provide complementary services necessary for productive use of such software including: user identification and password change management, admin panel, technical support, maintenance backup and recovery. The Agreement shall remain in effect unless terminated as provided for herein.
- Authorized Users Service Provider grants Subscriber a renewable, irrevocable (unless as provided for herein), nonexclusive, and worldwide right to access and use the Service. Authorized User will have no other limitations on their access or use of the Service.
- Acknowledgement of License Grant For the purposes of 11 U.S.C. § 365(n), the parties acknowledge and agree that this Agreement constitutes a license to use the software granted by Service Provider to Subscriber.
- Number of Authorized Users: this license is granted to one (1) Authorized User. This Authorized User is linked to the email address that created the Haaash.com subdomain subject to this Agreement. Control and Location of Services The Service Provider may choose to subcontract part of the Service (e.g. hosting) without prior notice to the Subscriber.
Service Provider's use of subcontractors shall not relieve Service Provider of any of its duties or obligations under this Agreement.
- Offensive or Disparaging Content. Any content not in line with Haaash.com editorial line and/or values will be erased with no prior notice. Users posting such content may also see their accounts blocked or erased with no prior notice. The type of content that is not accepted on haaash.com is as follows (non-exhaustive list): off-topic, aggressive, injurious, spam, illegal, with sexual connotation, incitement to hatred or simply not bringing value to the community.
- Storage. The Services shall include the applicable allocation of base data storage described in Plan section at the time of acceptance of this Agreement by Subscriber.
- Changes in Functionality. During the term of this Agreement Service Provider may choose to reduce or eliminate functionalities in the Service without prior notice with no compensation to Subscriber. The one functionality which will never be removed is related to managing questions and answers as being the prime functionality of the SAAS.
- Service Levels
- Subscriber use of the Service is at her/his sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
- Haaash.com and its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
- Exclusions: Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to Subscriber.
- Service Level is defined through monthly performance standards referred to in the Plan section of the website plus the following measure:
Percentage of time of Service is operational (i.e. not down) during the month > 95%
- Failure to Meet Service Level Standards during a period (i.e. a month) grants the Subscriber the right to ask for a refund of the equivalent pay amount of a month. In the case of repetitive failures (more than 3 months in a year) or important gap (Service Level below 50%), the Subscriber is in right to terminate this Agreement and request refund of the payment corresponding to the failed periods exclusively.
- Support; Maintenance; Additional Services.
- Technical Support. Service Provider shall provide the Technical Support described below. The Services Fees shall be inclusive of the fees for the Technical Support.
Subscriber cannot reject non-emergency maintenance decided by the Service Provider.
The Service is standard and does not include customization to specific needs of the Subscriber.
Service Provider does not provide any formal training to the Subscriber. Yet, Service Provider provides Subscriber with 3 sources of information: site's “About” http://haaash.com/about, the ability to ask questions about site functioning using the publically available questions & answers (Q&A) or by writing an email to email@example.com. Haaash will take a realistic time to answer any reasonable question.
Change Control Procedure. Subscriber may, upon email notice or through her/his private space (haaash.com/me), request changes to the scope of the Service under Plan section. If Subscriber requests an increase in the scope, Subscriber shall as well pay any due amount as specified in the Plan section. In case of reduction in Service no reimbursement is possible.
Term and Termination; Renewals.
- Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Service to ensure: (a) the functionality of the Service is available to the Authorized User; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Service.
Unless as otherwise agreed to by Subscriber on a case-by-case basis, Service Provider shall provide no less than two (2) calendar day's prior email notice to Subscriber of all non-emergency maintenance to be performed on the Service. For emergency maintenance, Service Provider shall provide as much prior notice as commercially practicable to Subscriber.
Fees; Billing. Subscriber shall be responsible for and shall pay to Service Provider the fees as further described in Plan section, subject to the terms and conditions contained in this Agreement. Any sum due Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by Subscriber of an invoice from Service Provider.
- Term. This Agreement is legally binding as of the Effective Date of creation of Haaash.com Subdomain by the Subscriber and payment of any due amount and shall continue until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein, the initial term shall commence on the Start Date and continue until the End Date. Following the initial term and unless otherwise terminated as provided for in this Agreement shall automatically renew for successive period after payment by Subscriber of due amount as specified in the Plan section of this document.
- While the Haaash.com subdomain creation is free of charge, payments are due when certain Service parameters are exceeded as specified in the Plan section.
- Although there is no official limit to Haaash.com subdomains creation, Haaash.com may choose to limit Subscriber access to the Service for the following two reasons (other reasons may apply):
- Termination for Convenience: if Subscriber decides to terminate current Agreement, she/he can be entitled to no refund.
- Payments upon Termination. Upon the termination of this Agreement, Subscriber shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to Subscriber all amounts due and payable hereunder.
- Return of Subscriber Data. Upon the termination of this Agreement, Service Provider shall, within one (1) business day following the termination of this Agreement provide Subscriber, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), the needed access to extract the Subscriber Data in the format agreed by the Subscriber in the Plan section. Further, Service Provider shall certify to Subscriber the destruction of any Subscriber Data within the possession or control of Service Provider but such destruction shall occur only 1. After Subscriber sends and official email stating that she/he has extracted all her/his data and that she/he authorizes the destruction of Subscriber data, 2. One full year after this Agreement termination or 3. If database size negatively impacts Service Provider's storage ability for more than 3 months after this Agreement termination.
- Renewals. Should the Services continue beyond the then-current Term, the Services Fees for the Renewal Term may be: (a) increased no more than ten percent (10%) on the annualized fee currently paid by the Subscriber.
- Billing Procedures. Unless otherwise provided Service Provider shall bill to Subscriber the sums due pursuant to the Service Provider's invoice, which shall contain: (a) Subscriber's purchase order number, if any, and Service Provider's invoice number; (b) description of Services for which an amount is due; (c) the fees or portion thereof that are due; (d); taxes, (f) total amount due. Service Provider shall forward invoices in hardcopy format to Subscriber Accounts Payable Address only if requested by Subscriber.
- Taxes. Service Provider represents and warrants that it is an independent contractor for purposes of federal, state, and local taxes. Service Provider agrees that Subscriber is not responsible to collect or withhold any such taxes, including income tax withholding and social security contributions, for Service Provider. Any and all taxes, interest, or penalties, including any federal, state, or local withholding or employment taxes, imposed, assessed, or levied as a result of this Agreement shall be paid or withheld by Service Provider.
- Credits. Any amounts due to Subscriber from Service Provider may be applied by Subscriber, at the sole election of Subscriber, against any current or future fees due to Service Provider. Any such amounts that are not so applied by Subscriber shall be paid to Subscriber by Service Provider within sixty (60) calendar days following Subscriber's request. This Section shall survive the termination of this Agreement.
- Non-binding Terms. Any terms and conditions included in a Subscriber purchase order or a Service Provider invoice, as the case may be, shall be deemed to be solely for the convenience of the respective party, and no such term or condition shall be binding upon the parties.
- Each Subscriber should choose the Plan s/he is interested in. There 4 levels of plans as described below based on the following Parameters:
- Parameter 1: Monthly page views: 1'000 (one thousand)
- Parameter 2: Storage: 250Mb
- Parameter 3: Registered users: 100
- Parameter 4: Technical support: email
- Parameter 5: Newsletter: No
- Parameter 6: Emailing to registered Users: No
- Parameter 7: Monthly fee: free
- Parameter 1: Monthly page views: 1'000'000 (one million)
- Parameter 2: Storage: 5Gb
- Parameter 3: Registered users: unlimited
- Parameter 4: Technical support: Priority support
- Parameter 5: Newsletter: automated weekly newsletter
- Parameter 6: Emailing to registered Users: limited
- Parameter 7: Monthly fee: $49
- Parameter 1: Monthly page views: 5'000'000 (ten millions)
- Parameter 2: Storage: 20Gb
- Parameter 3: Registered users: unlimited
- Parameter 4: Technical support: Priority support
- Parameter 5: Newsletter: automated weekly newsletter
- Parameter 6: Emailing to registered Users: 30 times per month
- Parameter 7: Monthly fee: $149
in case any of the Peasures is exceeded in the “Moon” plan, the Subscriber should ask for a custom bid
- Upgrade: If the Subscriber exceeds the maximum value of one or more Parameters of the plan s/he has subscribed, two choices are offered:
- No upgrade: the Subscriber use of the Service will be capped the maximum value of each Parameters corresponding to the chosen Plan
- Upgrade to a Plan that allows benefiting from the Service in optimal conditions. In this case, the Subscriber should pay the due amount as described in the Plans section.
- Downgrade: should the Subscriber decide to downgrade the Plan, s/he needs to inform Haaash by mail (firstname.lastname@example.org). The Subscriber is not entitled to any reimbursement in this case unless agreed differently.
- Service Provider may suspend Service in case of Subscriber late payments of due amounts
Representations and Warranties
- Mutual. Each of Subscriber and Service Provider represent and warrant that:
- it is a business duly incorporated, validly existing, and in good standing under the laws of its state/country of incorporation;
- it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement;
- the execution, delivery, and performance of this Agreement has been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors' rights generally and by general equitable principles;
- it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this Agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,
- there is no outstanding litigation, arbitrated matter or other disputeto which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement
- By Service Provider. Service Provider represents and warrants that:
- it is in the business of providing the Service;
- the Service is fit for the ordinary purposes for which they will be used;
- it is possessed of superior knowledge with respect to the Service;
- it knows the general purpose for which the Service are required by Subscriber;
- it is the lawful licensee or owner of the Service (excluding any Subscriber Data therein) and has all the necessary rights in the Service to grant the use of the Service to Subscriber;
- the Service and any other work performed by Service Provider hereunder shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;
- it has the expertise to perform the Service in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;
- it will use its best efforts to ensure that no computer viruses, malware, or similar items (collectively, a “Virus”) are introduced into Subscriber's computing and network environment by the Service
- the Service will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the “About” (http://haaash.com/about) section and Plan section of this document.
- Ownership. Subscriber's data which shall also be known and treated by Service Provider as Confidential Information shall include: (a) Subscriber's data collected, used, processed, stored, or generated as the result of the use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual's social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother's maiden name, email address, credit card information, or an individual's name in combination with any other of the elements listed herein. Subscriber Data is and shall remain the sole and exclusive property of Subscriber and all right, title, and interest in the same is reserved by Subscriber. This Section shall survive the termination of this Agreement.
- Service Provider Use of Subscriber Data. Service Provider is provided a limited license to Subscriber Data for the sole and exclusive purpose of providing the Service, including a license to collect, process, store, generate, and display Subscriber Data only to the extent necessary in the providing of the Service. Service Provider shall: (a) keep and maintain Subscriber Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Subscriber Data solely and exclusively for the purpose of providing the Service, such use and disclosure being in accordance with this Agreement and applicable law; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Subscriber Data for Service Provider's own purposes or for the benefit of anyone other than Subscriber without Subscriber's prior written consent. This Section shall survive the termination of this Agreement.
- Extraction of Subscriber Data Subscriber can access at any time the Admin Panel and extract the data related to the Haaash subdomain she/he has created. If this service is not available in the Admin Panel, Subscriber may at any moment ask for an extract of her/his data by writing an email to email@example.com. Haaash commits to answer such a request is 48h.
- Backup and Recovery of Subscriber Data. As a part of the Services, Service Provider is responsible for maintaining a backup of Subscriber Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Loss of Data. In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of Subscriber Data or the physical, technical, administrative, or organizational safeguards put in place by Service Provider that relate to the protection of the security, confidentiality, or integrity of Subscriber Data, Service Provider shall, as applicable: (a) notify Subscriber as soon as practicable but no later than three (24) days of becoming aware of such occurrence; (b) cooperate with Subscriber in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials; (c) in the case of PII Subscriber should notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law, or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) perform or take any other actions required to comply with applicable law as a result of the occurrence; This Section shall survive the termination of this Agreement.
Non-Disclosure of Confidential Information.
The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.
Data Privacy and Information Security.
Subscriber's Right to Termination for Deficiencies. Subscriber reserves the right, at its sole election, to immediately terminate this Agreement without limitation and without liability if Subscriber reasonably determines that Service Provider fails or has failed to meet its obligations under this Section. In such a case Subscriber will get no compensation or reimbursement of any kind.
- Pre-existing Materials. Subscriber acknowledges that, in the course of performing the Service, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Service) and that the same shall remain the sole and exclusive property of Service Provider.
- No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials.
- The provisions of this Section shall survive the termination of this Agreement.
Indemnification; Limitation of Liability; Insurance.
Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO DAMAGES INCURRED AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE LIABILITY OF A PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT, AND PROVIDED, FURTHER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO: (A) A PARTY'S OBLIGATIONS OF INDEMNIFICATION, AS FURTHER DESCRIBED IN THIS AGREEMENT; (B) DAMAGES CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR, (C) A PARTY'S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY, AS FURTHER DESCRIBED IN THIS AGREEMENT. This Section shall survive the termination of this Agreement.
- Relationship between Subscriber and Service Provider. Subscriber represents and warrants that it is an independent contractor with no authority to contract for Service Provider or in any way to bind or to commit Service Provider to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Service Provider. Under no circumstances shall Subscriber, or any of its staff, if any, hold itself out as or be considered an agent employee, joint venture, or partner of Service Provider. In recognition of Subscriber status as an independent contractor, Service Provider shall carry no Workers' Compensation insurance or any health or accident insurance to cover Subscriber or Subscriber's agents or staff, if any. Service Provider shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, any other applicable taxes whether federal, state, or local, nor provide any other contributions or benefits which might be expected in an employer-employee relationship. Neither Subscriber nor its staff, if any, shall be eligible for, participate in, or accrue any direct or indirect benefit under any other compensation, benefit, or pension plan of Service Provider.
- Governing Law. This Agreement shall be governed by and construed in accordance with the federal laws of the United States of America. Service Provider hereby consents and submits to the jurisdiction and forum of federal courts in all questions and controversies arising out of this Agreement.
- Compliance with Laws; Service Provider. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Subscriber shall comply with Service Provider policies and procedures where the same are posted, conveyed, or otherwise made available to Subscriber.
- Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder. Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Service or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. Advertising and Publicity. Unless otherwise agreed Service Provider shall refer to Subscriber directly or indirectly in any advertisement, news release, or publication without prior written approval from Subscriber.
- Notices. Any notice given pursuant to this Agreement shall be in email using the following email addresses
Service Provider: firstname.lastname@example.org
Subscriber: email used to create the Haaash subdomain
Assignment of Agreement. Service Provider has the right to transfer or sell this Agreement at any time without any required authorization from Subscriber. Yet Service Provider will inform Subscriber one week before official transfer of ownership of company, website (haaash.com) or Agreement.
Executed on the date saved by the system at the time the Subscriber confirms the creation of the Haaash subdomain.