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Haus Terms of Service

Last Updated: June 2, 2025

These Terms of Service (“Terms”) govern the Order Form (defined below) and the related documents and exhibits entered into between Haus Analytics Inc. (“Haus”) and the business entity described on the Order Form (the “Customer”). As used in these Terms, “Order Form” refers to the written agreement for the purchase and provision of Services to Customer that is executed by the Parties. “Services” refers to both (i) the online or cloud-based services made available by Haus, whether made available for free, as part of a subscription, as an update or upgrade, or for a fee (“Online Services”), and (ii) any implementation or other professional services provided by Haus to Customer (“Professional Services”) under a written statement of work for the purchase and provision of Professional Services to Customer (“Statement of Work” or “SOW”). Throughout this Agreement, Customer and Haus may be referred to each individually as a “Party” and collectively as the “Parties,” and any entity that a Party, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such specified entity, by possessing, either directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity or Party, whether through the ownership of 50% or more of the voting interests, by contract or otherwise, is referred to as an “Affiliate” of such Party.

  1. SCOPE
    1. Acceptance. By the signature of its authorized representative on the Order Form, the entity listed as the “Customer” agrees the terms of this Agreement (as defined below) in connection with Customer’s purchase of, and subscription and access to, the Services.
    2. Scope. These Terms along with any schedules, exhibits, and addenda incorporated herein, as well as any Order Form, and as applicable any product-specific, beta, or trial terms as may be made available to Customer by Haus (including via email or in the Customer’s account), and as may be amended or modified from time to time by Haus (collectively, the “Agreement”), govern Customer’s access to or use of the Services by Customer. This Agreement is incorporated by reference into and governs the Order Form. The Services are subject to additional terms set forth in product-specific documentation (including online, printed, or other documentation) (collectively “Documentation”) made available through the Haus websites, including the website at haus.io and any other websites related to the Services or otherwise (collectively, the “Site”) or policies and guidelines made available by Haus to Customer, including the Privacy Policy and, if applicable, the Data Processing Addendum (“DPA”) (collectively “Policies”). 
  2. CUSTOMER ACCOUNT. As used in the Agreement, the term “Authorized Users” means identified individuals (such as individual employees, consultants, or contractors performing work on Customer’s behalf) authorized by Customer to access or use the Services. Customer is responsible for any access to, or purchase or use of, Services by Customer or through Customer’s account credentials, and any act or omission by Customer or an Authorized User that is not in compliance with this Agreement will constitute an act or omission by Customer. Customer is responsible for safeguarding its account credentials and will not disclose its account credentials to any third party. Customer will notify Haus promptly of any actual or suspected unauthorized access to or use of its account or the accounts of any Authorized Users. If Customer’s account is canceled, terminated, or suspended, Customer and any Authorized Users will lose the ability to access and use such account and any Customer Data that Customer has uploaded or stored using any Services. Haus may delete such Customer Data at the time of cancellation, termination, or suspension of Customer’s account and Haus will not be liable to Customer or any third party in connection with such deletion of Customer Data or Customer’s loss of access and use of such account. As used in this Agreement, “Customer Data” refers to any data, information or other material provided or otherwise made available to Haus by or on behalf of Customer in connection with a Service (including any end-user data or individual-level operations data, such as but not limited to device data and click-, view-, impression-, and viewability- data, from Customer’s digital advertising campaigns (“Customer Campaign Data”) that is provided or otherwise made available to Haus by or on behalf of Customer in connection with a Service.
  3. DATA AND DATA PRIVACY
    1. Privacy. Haus’ Privacy Policy (available at https://www.haus.io/privacy-policy) sets forth how Haus may collect, use, store, and otherwise process Personal Data (as defined in the Data Processing Addendum) relating to Customer’s personnel and the rights of Customer’s personnel with respect to their Personal Data (“Privacy Policy”). Customer acknowledges that it has read and understands the Privacy Policy. Unless otherwise expressly stated in this Agreement, to the extent that any data provided by Customer to Haus constitutes Personal Data, Customer agrees that the Data Processing Addendum, available at https://www.haus.io/data-processing-addendum applies in addition to the terms of this Section 3 for each Service. More information about Haus’ data protection program is available for review in Haus’ Trust Center located at https://trust.haus.io/. 
    2. Customer Data. In order for Customer to access and use certain Services, Customer may be required to provide Customer Data to Haus. When Customer provides or makes accessible Customer Data to Haus, Customer hereby grants a non-exclusive, transferable, worldwide, royalty-free and fully paid-up right and license to Haus and its designees to use, reproduce, modify, perform. and display the anonymized and aggregated results of any analysis of Customer Data solely in order to provide, develop, support, and improve the Services and other Haus services (including, for avoidance of doubt, for use by other customers). In no event shall Haus sell any Customer Data to third parties or otherwise make any deanonymized or unaggregated Customer Data available to any third-parties other than as necessary in order to render the services contemplated under this Agreement. 
  4. PAYMENT
    1. Fees. Unless otherwise specified in the applicable Order Form, within thirty (30) days of the date of an applicable invoice from Haus or by the payment date set forth in the Order Form, Customer will pay to Haus all amounts payable by Customer to Haus under the terms of this Agreement or the Order Form (“Fees”) due by the means specified in the Order Form. Unless otherwise specified in the Order Form, all payments under this Agreement will be made in U.S. Dollars. Customer is responsible for any fees associated with payment of Fees, including transaction fees and bank fees.
    2. Taxes. Payments made under this Agreement will be paid in full without deduction or set-off for any withholding taxes, levies, imports, duties, charges and fees imposed by any governmental taxing authority except as required by law. If Customer is required to make any such deduction, then Customer will pay to Haus such additional amounts as are necessary to ensure Haus’ receipt of the full amount that Haus would have received but for the deduction. Customer will be responsible for, and will pay promptly, all taxes, levies, imports, duties, charges and fees of any kind (including sales, use, and withholding taxes) associated with any purchase or Customer’s receipt or use of the Services, except for taxes based on Haus’ net income. In the event that Haus is required to collect any tax for which Customer is responsible, Customer will pay such tax directly to Haus, and Haus shall remit such tax to the applicable taxing authority. Haus reserves the right to collect any applicable sales, use, or value added tax.
    3. Billing. Customer may be asked to provide Haus customary billing information, such as name, company name, billing address, and billing information, either to Haus or its third party payment processor. When Customer provides billing information to Haus or its third party payment processor, Customer (a) represents and warrants that Customer is authorized to provide and use such billing information, and (b) authorizes Haus or its third party payment processor to charge otherwise process Customer’s payment for any Services or other fees incurred by Customer. If Customer is directed to Haus’ third party payment processor for payment by credit card, Customer may be subject to terms and conditions governing use of that third party’s service and that third party’s privacy policy.
    4. Late Payments. If Customer fails to timely pay any Fees in accordance with Section 4.1, then Haus may (a) suspend Customer’s access to or use of any Services until all Fees are paid by Customer upon seven (7) days’ written notice of pending suspension, and (b) charge Customer interest on the overdue amount at the monthly rate of 1.5% or the maximum interest rate permitted by law, whichever is less, for each calendar month that the payment is overdue.
    5. Expenses. In connection with Professional Services, Customer will reimburse Haus for reasonable out-of-pocket expenses incurred by Haus or its personnel in excess of any costs, Fees, or expenses set forth in an applicable SOW.
  5. ACCESS TO AND USE OF SERVICES
    1. License to Online Services. For Online Services that Haus makes available to Customer, Haus hereby grants Customer a non-exclusive, limited, revocable, non-transferable (except as provided in the Order Form), non-sublicensable (except as provided in applicable product-specific terms or in the Order Form) right and license during the term specified in the Order Form to access and use such Service, and any Documentation for such Service made available by Haus, solely in the form made available by Haus and in accordance with the Documentation for the Service, applicable Policies, and all laws, regulations, rules, codes, and orders of any governmental or regulatory authority that apply to the parties or their activities under this Agreement, including those relating to data protection, privacy, and cybersecurity (such as the GDPR, CCPA, and similar laws in any relevant jurisdiction) (collectively “Applicable Laws”). Except as expressly set out in this Agreement or as provided for in the Order Form, Customer will not have any licenses or other rights with respect to such any Service or any improvements, modifications, or derivative works of the foregoing, or other materials or intellectual property rights of Haus, whether by implication, estoppel, statute, or otherwise. Additional rights and obligations that apply to Customer’s access to and use of a Services may be set forth in the  Documentation.
    2. License Restrictions. Except as expressly permitted in writing by Haus, Customer will not (and will not authorize, encourage, or cooperate with any third party to): (a) Access or use any Service: (i) by any means other than the interface Haus provides or authorizes; (ii) other than in accordance with applicable Documentation or Policies; (iii) for illegal or any other purpose which Haus may determine to be threatening, abusive, or harmful; (iv) in a manner that may infringe any intellectual property, contractual, proprietary, or property right held by Haus or its Affiliates, licensors and service providers; or (5) in violation of any Applicable Laws; (b) Reproduce, modify, adapt, translate, port or create derivative works of all or any portion of any Service, except as expressly permitted by Applicable Law notwithstanding a contractual prohibition to the contrary; (c) Sublicense, distribute, transmit, sell, lease, rent, loan or otherwise make available all or any portion of any Service (including any functionality of any Service) to a third party or provide any functionality of any Service to a third party (whether by uploading any materials or content to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service or any other technology or service or otherwise); (d) Engage in any decompiling, disassembling, or other reverse engineering or otherwise attempting to discover, learn or study the structure or organization, underlying algorithms or other internals, protocols, data structures or other externals, or the source code of the Services, except as expressly permitted under the Applicable Law notwithstanding a contractual prohibition to the contrary; (e) Remove, disable, or otherwise limit the effectiveness of any technical protections, including those used by Haus to (i) manage, monitor, control or analyze the installation of, access to, or use of any Service or (ii) protect Haus’ intellectual property rights; (f) Attempt to probe, scan, or test the vulnerability of any Service or to breach or circumvent any security or authentication measures used by any Service; (g) Attempt to circumvent any capacity limits, Authorized User limits, or other license, timing or use restrictions associated with any Service, or attempt to interfere with Haus’ ability to audit or track such restrictions; (h) Remove any copyright, trademark, patent, confidentiality or other proprietary rights notice from any Service, Documentation or related material; (i) Unbundle the component parts of any Service for use separate from each other; (j) Take any action (including the use of any third-party software or services) that disables, interferes with, disrupts, burdens, or interacts in an unauthorized manner with any part of any Service (including any related devices, computer systems, servers or networks); (k) Introduce any viruses, worms, defects, malware, or any item of destructive nature through any Service; (l) Use the Services or Haus Data (as defined in Section 8.1) for competitive analysis (including benchmark testing) to create, train, or improve (directly or indirectly) a product or service that substantially replicates any Service, or to acquire any technical specifications or gain any competitive advantage; (m) Pre-fetch, cache, index, copy, re-utilize, extract, or store any data that is extracted or derived from a Service via query by Customer; (n) Use automated means (including “web crawlers,” bots, robots, spiders, scrapers or other types of software or hardware technology) to collect content or information, download materials automatically or otherwise access any Service.

      If Customer becomes aware of any violation of the foregoing by an Authorized User, Customer will notify Haus immediately in writing of such violation and terminate immediately such Authorized User’s access to the Service.
    3. Changes to Services.  Haus may from time to time modify or substitute a Service, including the means of controlling access to or use of the Services. During the Term, any such changes will be made without additional cost to Customer, and Haus will provide Customer with reasonable advance notice of any such change where required under Applicable Law. If such change materially and negatively impacts Customer’s access to or use of the Service, Haus will inform Customer reasonably in advance of the nature and timing of the change, and Customer may cancel its subscription to such Service and will be entitled to a prorated refund of any prepaid and unused fees for such Service.
    4. Third-Party Services. Haus may provide Customer with software, information, data, tools, materials, services, and rights made available by a third party in connection with Services (“Third-Party Services”). Any such Third-Party Services may be governed by different terms found in such Third-Party Services (“Third-Party Terms”). Customer is solely responsible for determining, obtaining, and complying with all Third-Party Terms. Haus will have no responsibility for, and makes no representations nor warranties regarding, (a) any Third-Party Services or Customer’s access to or use of such Third-Party Services, and (b) Third-Party Terms and Customer’s compliance with such Third-Party Terms. To the extent that use of the Haus Services in combination with Third-Party Services requested by Customer requires the sharing of Customer Data or Customer Campaign Data, Customer authorizes such data sharing.
    5. Export Control. Customer represents that it is not named on any United States government denied-party list. Customer agrees not to export, re-export, or transfer, directly or indirectly, any technical data acquired from Haus, or any products utilizing such data, in violation of United States export laws or regulations. Customer will not permit any Authorized User to access or use the Services (i) if such person is a resident of a country embargoed by the United States, (ii) if such person is a person or entity blocked or denied by the United States government, or (iii) otherwise in violation of United States export laws or regulations.
  6. PROFESSIONAL SERVICES
    1. Performance of Services. In the event Customer engages Haus to provide any Professional Services for Customer, each Statement of Work will describe the scope of services to be provided by Haus, including applicable fees, any deliverable developed by Haus in performance of Professional Services and delivered to Customer under a SOW (“Deliverables”), and other requirements. Each Statement of Work (and any subsequent written change orders to an SOW that is executed by both Parties (each a “Change Order”) will form a part of the Order Form and will be subject to all the terms and conditions of this Agreement. Subject to the terms and conditions of this Agreement and the applicable Statement of Work, Haus will use commercially reasonable efforts to perform (or cause to be performed) the Professional Services set forth in each Statement of Work and to deliver to Customer Deliverables according to the specifications and schedule set forth in each Statement of Work. Any material changes to any Statement of Work will be effective only if set forth in a Change Order.
    2. License to Deliverables. Subject to Customer’s performance of its obligations under this Agreement, Haus hereby grants Customer a limited, non-exclusive, non-transferable license to use the Deliverables for the purpose for which they are provided within Customer’s enterprise only and solely for Customer’s internal business purposes. The foregoing license will be perpetual and royalty-free unless otherwise stated in the applicable Statement of Work.
    3. Ownership of Work Product. Customer agrees that all software, tools, materials, reports, works of authorship, information, data, ideas, inventions and other innovations of any kind, including any Deliverables, Documentation or other materials, and any improvements or modifications to the foregoing, that Haus, or personnel working for or through Haus, may author, invent, conceive, create, develop, or reduce to practice, alone or jointly with others, in the course of performing the Services or as a result of such Services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection (each individually, and collectively, “Work Product”) will be the property of Haus, and, on behalf of itself and its Affiliates, hereby assigns and agrees to assign to Haus, all right, title and interest Customer or its Affiliates may have or later acquire in and to the Work Product and all intellectual property rights therein. Notwithstanding the foregoing, if Customer or its Affiliates retain any right, title or interest with respect to the Work Product, Customer, on behalf of itself and its Affiliates, hereby grants Haus a perpetual, exclusive, fully paid-up, royalty-free, sublicensable (through multiple tiers), irrevocable license under all applicable intellectual property rights to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, have made, sell, offer to sell, import, and otherwise exploit all or any portion of the Work Product, in any form or media (now known or later developed) and without restriction of any kind. At Haus’ request and expense, Customer will assist and cooperate with Haus in all reasonable respects and will execute documents, give testimony and take further acts as reasonably requested by Haus to acquire, transfer, maintain and enforce its intellectual property rights in and other legal protection for the Work Product.
  7. SUPPORT. Technical support will be offered by Haus as described in detail at https://www.haus.io/service-level-agreement, as may be modified by Haus in its sole discretion from time to time. Notwithstanding the foregoing, Haus’ uptime commitment will not be reduced below 99.9%, and Haus may make available certain additional support or maintenance for a Service as set forth in the Order Form or the Documentation. The remedy for any SLA violation is exclusive to the express remedy stated in the SLA. Haus’ provision of any such support or maintenance is conditioned upon Customer’s reasonably prompt installation of (a) security and hot fixes, patches, and other updates to the extent made available to Customer by or for Haus as an update (“Updates”) and (b) new versions of Services, or add-ons or additional products associated with Services, to the extent made available to Customer by or for Haus as an upgrade (“Upgrades”). To the extent that Haus makes generally available or delivers Updates or Upgrades to similarly situated customers at no additional cost to such customers, Haus will make such Updates or Upgrades available to Customer at no additional. Customer is responsible for compliance with Documentation accompanying any such Updates or Upgrades. All Updates and Upgrades are subject to the same license and other terms as to the Service to which they apply.
  8. OWNERSHIP
    1. Haus’ Proprietary Rights. Haus and its Affiliates, licensors, and service providers own and reserve all right, title, and interest in and to (a) the Services (and any derivative and successor products and services), Haus Data, Documentation, and other data, information or material made available to Customer by or for Haus, including any copies of the foregoing and (b) any data, information, or materials based on, derived from or otherwise using any of the foregoing (including any data and information regarding, gathered through or otherwise generated from access to and use of any Services), except for those rights and licenses expressly granted to Customer under this Agreement. Customer will notify Haus promptly if it is notified of, knows of, or has a reasonable belief of an actual, potential or threatened violation of any of Haus’ intellectual property rights and provide all information, resources and cooperation reasonably required by Haus in connection with such violation. As used in this Agreement, “Haus Data” means any data and information provided or otherwise made available by or on behalf of Haus, its licensors and service providers, or their respective data providers in connection with Online Services or Professional Services. Haus Data includes any data, information, or other recommendations regarding the structuring, operation, performance, optimization, analysis, or other adjustment of Customer’s digital advertising campaigns or any experiments or tests related to the foregoing, in all cases that are provided by or on behalf of Haus to Customer as part of Services. For the avoidance of doubt, Haus Data excludes Customer Data.
    2. Customer’s Proprietary Rights. Customer and its Affiliates, licensors and service providers own and reserve all, right, title, and interest in and to the Customer Data and the Customer Campaign Data, except for those rights and licenses expressly granted to Haus under this Agreement.
    3. Customer Feedback. Customer has no obligation to provide Haus with any improvements, suggestions, or other feedback concerning the Services or the Site (“Feedback”). If, however, Customer provides any Feedback, then Customer hereby irrevocably assigns to Haus and its designees such Feedback without restriction or obligation.
  9. CONFIDENTIALITY
    1. Definition. Each Party may have access to the other Party’s information, which will be deemed “Confidential Information” if identified as such by the disclosing Party or if the information by its nature is normally and reasonably considered confidential, such as information regarding product, methodology, research, customers, business partners, business plans, pricing, and any information that provides a competitive advantage. Customer’s Confidential Information includes Customer Data; Haus’ Confidential Information includes all non-public aspects of the Services, as well as this Agreement (including pricing).
    2. Standard of Care. The receiving Party will use the same degree of care as it uses to protect its own Confidential Information of a like nature, but not less than a reasonable degree of care, to (a) prevent use or copying of the disclosing Party’s Confidential Information for any purpose other than to perform its obligations or exercise its rights as provided under the Agreement, and (b) prevent disclosure of the disclosing Party’s Confidential Information other than to its employees (or agents bound by similar confidentiality obligations) with a need to access the Confidential Information for purposes consistent with the Agreement. Confidential Information will remain the property of the disclosing Party and will be returned or (along with all copies) destroyed upon request, at which time the receiving Party, if requested by the disclosing Party, will provide to the disclosing Party a written certification of such return or destruction. Without limiting any other provision of the Agreement, with respect to its obligations under this Section 9, the receiving Party will be responsible for the acts and omissions of its employees, contractors and agents to the same extent as if those acts and omissions were those of the receiving Party. The Parties acknowledge, intend, and agree that this Section 9 and the obligations set forth herein supersede any and all prior confidentiality, non-disclosure, or similar agreements between the Parties.
    3. Exceptions. Information will not be deemed Confidential Information hereunder if it: (i) is information that is public information or becomes generally known to the public through no fault of the receiving Party, its affiliates or their agents or representatives; (ii) is or becomes known to the receiving Party without restriction from a third party other than as a result of breach of contract or wrongful or tortious act; or (iii) is independently developed by the receiving Party without reference to or reliance on the disclosing Party’s Confidential Information, as evidenced by the receiving Party’s contemporaneous written records. Confidential Information may be disclosed to the extent required by Applicable Law, regulation, or court order or judicial decree, provided the disclosing Party is given reasonable advance notice of such disclosure, in which case the receiving Party will provide reasonable cooperation with the disclosing Party in protecting against such disclosure.
    4. Injunctive Relief. Notwithstanding any other provision hereof, either Party may seek to enforce its rights hereunder with respect to the protection of its Confidential Information or intellectual property through temporary or permanent injunctive relief, which will be in addition to any other available relief and which will not require a bond or security. Each Party acknowledges that any breach by a Party of its obligations hereunder with respect to the Confidential Information or intellectual property rights of the other Party might constitute immediate, irreparable harm to such other Party for which monetary damages would be an inadequate remedy.
  10. WARRANTIES AND DISCLAIMERS
    1. Haus warrants that during the Term: 
      1. Haus owns, or otherwise properly licenses, the Services, and has the full power and authority required to use, publish, transfer, and/or license any and all rights and interests in and to the Services to Customer; 
      2. Haus will provide the Services and perform any Professional Services in a professional and workmanlike manner in accordance with prevailing industry standard and practices for similar enterprise software as a service; and
      3. all Services, Documentation, and any other content provided to Customer under the Agreement will comply with Applicable Law, including any applicable data protection laws.
    2. THE SERVICES ARE PROVIDED BY HAUS ON AN “AS IS” AND “AS AVAILABLE” BASIS. OTHER THAN ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, HAUS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY UNDERTAKINGS. EXCEPT AS EXPRESSLY STATED IN WRITING, HAUS DOES NOT WARRANT THAT THE SERVICES OR ACCESS TO OR USE THEREOF WILL OPERATE UNINTERRUPTED OR WITHOUT DELAY OR BE ERROR FREE OR FREE FROM CORRUPTION, ATTACK, VIRUSES, INTERFERENCE OR OTHER SECURITY INTRUSION, OR THAT ALL DEFECTS WILL BE CORRECTED. HAUS MAKES NO WARRANTY CONCERNING ACCURACY, AVAILABILITY, INTEGRITY, TIMELINESS OR COMPLETENESS OF ANY RESULTS, DATA OR INFORMATION UTILIZED AS PART OF THE SERVICES.
    3. Customer hereby warrants that:
      1. Customer owns, or otherwise properly licenses, the Customer Data; 
      2. Customer has the right, authority, and capacity to enter into and be bound by this Agreement and is not subject to any agreements that conflict with the undertakings set forth hereunder; 
      3. Customer’s use of the Services and any Customer Data disclosed to Haus or uploaded to the Services under the Agreement will comply with any Applicable Law, including any applicable data protection laws; and
      4. any Customer Data provided to Haus in relation to Customer’s use of the Services is accurate and complete to the best of Customer’s knowledge, and providing such Customer Data to Haus will not infringe or misappropriate any intellectual property or proprietary rights of any third party (including privacy or publicity rights).
  11. LIMITATIONS OF LIABILITY; INDEMNIFICATION
    1. Limitations of Liability. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS AND SERVICE PROVIDERS HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION OR LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER, OR DAMAGES RESULTING FROM FORCE MAJEURE ARISING OUT OF OR RELATING TO THE SERVICES OR THE AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      EXCEPT WITH RESPECT TO A PARTY’S BREACH OF SECTION 9 (CONFIDENTIALITY), SECTION 11 (INDEMNIFICATION), OR A VIOLATION OF APPLICABLE LAWS, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICE WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO HAUS FOR THE RELEVANT SERVICE UNDER THE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY. IN NO EVENT WILL A PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED THREE (3) TIMES THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO HAUS FOR THE RELEVANT SERVICE UNDER THE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY. CUSTOMER ACKNOWLEDGES THAT IT HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
    2. Indemnification.
      1. By Haus. Haus will defend, indemnify, and hold harmless Customer and its officers, directors, employees and agents from and against any claim, suit or proceeding, except where caused in whole or in part by Customer’s use of the Services in violation of the Agreement, arising out of any claim by any third party to the extent such claim alleges that the Services (in each case as made available to Customer for use in accordance with the Agreement) infringes or misappropriates any such third party’s intellectual property rights, under U.S. patent, copyright, trademark or other applicable intellectual property law. Notwithstanding the foregoing, Haus will have no obligation under this paragraph and will not otherwise be liable to the extent the claim is based on: (a) use of the Services in combination with any hardware, software, data, content, or other component not provided by Haus (other than as required for use of the Services as specifically permitted hereunder); (b) Customer Data; or (c) use of the Services other than in accordance with the Agreement or Documentation. Customer will provide Haus (y) prompt written notice of, and (z) all information and assistance reasonably requested by Haus in connection with the defense or settlement of any such claim. Haus may not enter into any settlement or compromise that does not include a full release of Customer or that requires any payment or admission of wrongdoing by Customer. If Haus believes the Services are or may become the subject of a claim of infringement or misappropriation, Haus may, at its option and expense, and as Customer’s sole remedy, procure for the right to use the affected portion of the Services, or modify or replace the Services in a functionally equivalent and non-infringing manner.
      2. By Customer. Customer will, at Customer’s expense and at Haus’ option, defend, indemnify and hold harmless Haus and its Affiliates, partners, licensors and service providers and each of their officers, employees, independent contractors and agents (collectively, the “Haus Indemnified Parties”) against any claim, damages, losses and external expenses (including reasonable attorneys’ fees), suit or proceeding (“Claim”) arising out of or relating to: (a) Customer’s or any of its Authorized Users’ access to or use of Services; (b) Customer’s breach (or any acts or omissions that, if true, would be a breach) of this Agreement; and (c) Customer’s breach or alleged breach of any Applicable Law; Customer Data or Customer Campaign Data. Customer may not enter into a settlement under this Section 11.2.2 without Haus’ prior written approval. Haus will provide Customer (i) prompt written notice of, and (ii) all information and assistance reasonably requested by Customer in connection with the defense or settlement of any such Claim.
  12. TERM; TERMINATION; SUSPENSION
    1. Term. The term of this Agreement will remain in effect until expiration or termination in accordance with these Terms (the “Term”). The length of Customer’s subscription to each Service will be indicated in the applicable Order Form. Prior to the end of an Order Form subscription term, Haus will provide Customer with thirty (30) days advance written notice of any proposed increase in subscription price. If Customer does not provide its written indication to cancel a subscription before the end of the current subscription term, Customer’s subscription will automatically renew for the subscription term indicated in the Order Form. Except as otherwise expressly provided for under this Agreement, all subscription fees are nonrefundable (except as required by law).
    2. Termination. 
      1. For Breach. Either Party may terminate this Agreement and the Order Form if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of the breach. Notwithstanding the foregoing, Haus may (a) terminate this Agreement and the Order Form if Customer is in material breach of its obligation to pay Fees and Customer fails to cure such breach within seven (7) days after written notice of the breach, and (b) terminate the Order Form effective immediately upon written notice to Customer if Haus reasonably believes Customer is failing to comply with its obligations under Section 5.2.
      2. For Insolvency or Change of Control. Either Party may terminate this Agreement and the Order Form upon written notice to the other Party if the other Party: (a) becomes subject to bankruptcy or insolvency proceedings; (b) becomes insolvent, makes an arrangement with or affecting its creditors (including an assignment for the benefit of a creditor) to commence a process of liquidation; (c) has a receiver or trustee appointed; (d) ceases or threatens to cease into carry on business; or (e) claims the benefit of any statutory moratorium. Haus may terminate this Agreement in connection with the sale of its business, whether by a sale of assets, sale of stock, reorganization, merger, or otherwise.
      3. Effect of Termination or Expiration. Except as may be expressly provided in the Order Form, upon expiration or termination the Order Form and/or this Agreement, Customer’s rights with respect to the applicable Services will end. Except as may be expressly provided in the Order Form, immediately upon expiration or termination of the Order Form or this Agreement, Customer will: (a) stop all access to and use of the applicable Services; and (b) uninstall and destroy any and all copies of any Documentation, tools, materials, services or information made available by Haus in connection with or as part of the applicable Services. Haus will (a) stop all access to and use of the Customer Data and Customer Campaign Data (excluding aggregated or anonymized data as provided in Section 3.2); and (b) upon Customer’s written request, promptly return or destroy any and all copies of any Customer Data or Customer Campaign. At either Party’s request, the other Party will certify in writing its compliance with the provisions of this Section 12.2.3. Customer will remain liable for all fees and charges for the Services.
      4. Survival. The following sections of this Agreement, and any other sections and provisions of this Agreement and the Order Form which by their nature must survive for interpretation or enforcement of this Agreement, will survive expiration or termination for any reason: Section 5.2 (License Restrictions), Section 6.2 (License to Deliverables), Section 6.3 (Ownership of Work Product), Section 8 (Ownership), Section 9 (Confidentiality), Section 10 (Warranties and Disclaimers), Section 11 (Limitations of Liability; Indemnification), Section 12.2.3 (Effect of Termination or Expiration), Section 12.2.4 (Survival) and Section 13 (General).
    3. Suspension of Service. Haus may suspend Customer’s right to access or use any portion or all of any Service if Haus believes in good faith that Customer’s conduct or failure to act: (a) poses a security risk or may otherwise adversely impact Services, systems, or other users; (b) constitutes or enables tampering with, removing, disabling, or otherwise limiting the effectiveness of any technical protections; (c) is likely to subject Haus or its Affiliates, licensors, and service providers to liability; (d) constitutes a breach of Section 5.2; (e) to correct any account information Customer that proves to be materially inaccurate or incomplete, or (f) Customer is more than thirty (30) days overdue on any payment obligation under this Agreement in accordance with Section 4.4. In the event of any such suspension, Haus will promptly provide Customer with notice of the suspension and a reasonably detailed explanation of the reason for such suspension. Haus will use commercially reasonable efforts to re-establish Customer’s access to such Service after Haus determines, in its sole discretion, that the cause of the suspension has been resolved to Haus’ satisfaction. If Customer fails to cure and resolve the cause of the suspension, then notwithstanding any cure periods set forth in this Agreement or other termination rights in this Agreement, Haus may, but is not required to, terminate this Agreement immediately upon written notice to Customer. Any suspension under this Section will not excuse Customer’s payment obligations under this Agreement during the period of such suspension.
  13. GENERAL
    1. Performance by Haus. Haus will have the right to use third-party service providers to perform any of its obligations in connection with the Services, provided that any subcontractor providing Professional Services must be pre-approved in writing by Customer. In such event, Haus will remain responsible for performance of such obligations and exercise of rights.
    2. Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of Fees) to the extent due to unforeseen circumstances or causes beyond its reasonable control and occurring without its fault and negligence, including acts of God, earthquake, fire, health emergency, flood, sanctions, embargoes, trade controls, strikes, lockouts or other labor disturbances, pandemic, civil unrest, failure, unavailability or delay of service providers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, compliance with any law or governmental order, rule, regulation or direction, acts of civil and military authorities, severe weather and other similar events beyond the reasonable control of the affected Party (“Force Majeure”). The affected Party will give the other Party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance. The dates by which any performance of obligations is scheduled to be met will be extended for a period of time equal to the time lost due to any delays so caused. For the avoidance of doubt, Customer will not be released from its payment obligations under this Agreement as a result of a Force Majeure event.
    3. Assignment. Customer may not, directly or indirectly, assign or transfer this Agreement, or delegate any of its rights or obligations under this Agreement, whether by operation of law, contract or otherwise, without the prior written consent of Haus, and any attempt to do so in breach of the foregoing will be null and void. Haus may not assign this Agreement or delegate its obligations under this Agreement without Customer’s written consent, except in connection with a change of control resulting in the acquisition by a third party of a majority of Haus’ assets or voting stock, in which case Customer’s consent will not be unreasonably withheld. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
    4. Notice.
      1. To Haus. Customer will send any notices to Haus via email to legal@haus.io or by postal mail or delivery service to Haus, Attention: 2261 Market Street #5006, San Francisco CA 94114. Such notices will be effective when received by Haus.
      2. To Customer. Haus will deliver all notices, approvals or other communications required or permitted under this Agreement: (a) via e-mail to the email address provided in Customer’s account; or (b) in any other manner deemed reasonable by Haus that involves specific notification to Customer including sent by postal mail or delivery service to Customer’s address on file or Customer’s Agent of Service of Civil Process.  
    5. Publicity. Neither Party will make any public announcement or comment or issue any press release relating to this Agreement or its subject matter without the prior written approval of the other Party except as required by law or by any legal or regulatory authority. Notwithstanding the foregoing, Haus may identify Customer as a customer of Haus and use Customer’s name and logo for the purpose of advertising or publicizing the Services (but not to brand the Services). Haus will adhere to any logo or trademark use policy provided by Customer and will promptly cease using Customer’s logo upon written request.
    6. Independent Contractors. Haus and Customer are independent contractors, and neither Party, nor any of their respective Affiliates, is an agent, partner or joint-venturer of the other Party for any purpose or has the authority to bind the other Party.
    7. Entire Agreement; No Waiver. This Agreement, including all schedules, exhibits and addenda attached to or otherwise referenced in this Agreement, including the Order Form and Documentation, constitutes the entire agreement and understanding of the Parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the Parties in relation to such subject matter. Unless otherwise expressly agreed in a writing between the Parties, the terms of the Order Form will take precedence over any conflicting or inconsistent term in this Agreement, and to the extent applicable, the DPA will take precedence over any Order Form. Any purchase order, order receipt, acceptance, confirmation, correspondence, online terms or other confirmatory documents presented by Customer will be deemed to be presented for payment purposes only. Haus hereby rejects any additional or conflicting terms contained in such documents. Failure to enforce or exercise any provision of this Agreement is not a waiver of such provision unless such waiver is specified in writing and signed by the party against which the waiver is asserted.
    8. Modification. No modification or amendment to this Agreement will be valid unless it is in writing and signed by or on behalf of each of the Parties to this Agreement. No oral agreement, course of dealing, or trade usage will be deemed to modify this Agreement. Notwithstanding the foregoing, to the extent such modifications do not materially expand Customer’s obligations, increase Customer’s Fees, or limit Customer’s rights under the Agreement, Haus may make reasonable modifications to this Agreement and will use reasonable efforts to provide Customer with reasonable advance written notice of such modifications.
    9. Severability; Interpretation. If and to the extent any portion of this Agreement is held to be invalid or unenforceable, then the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect. Any reference in this Agreement to “days” are to calendar days unless otherwise specified. The words “including” and “for example” or “e.g.,” and words of similar import, are not limiting or exclusive and will be deemed followed by “without limitation,” whether or not such language is included. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in these Agreement are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under Applicable Law.
    10. No Third-Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any person or entity that is not a party to this Agreement except for Haus’ Affiliates, licensors and service providers as set forth in the product-specific terms and as applicable.
    11. Dispute Resolution. In the event of a claim, dispute or controversy (each, a “Dispute”) arising from or in connection with this Agreement, prior to the commencement of any arbitration proceedings as provided in Section 13.13, the Parties will attempt in good faith to resolve the Dispute by following the escalation path below. A Party who intends to seek arbitration must first send a written notice of the Dispute to the other Party. Such notice must: (a) describe the nature and basis of the Dispute in detail; and (b) set forth the specific relief sought. The Parties will use good faith efforts to resolve the Dispute directly, but if the Parties do not reach an agreement to do so within sixty (60) days after the notice is received, either Party may commence an arbitration proceeding as provided in Section 13.13.
    12. Arbitration. This Agreement is governed in accordance with the laws of the State of California, U.S.A., without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Subject to Section 13.12, any Dispute arising from or in connection with this Agreement will be resolved by binding arbitration in the State of California in accordance with the United States Arbitration Act (9 U.S.C. 1 et seq.), notwithstanding any choice of law provision in this Agreement, under the Commercial Arbitration Rules of the American Arbitration Association. Such dispute will be heard by one neutral arbitrator (unless the amount in dispute is greater than $500,000, in which case three arbitrators will be used). The arbitrator(s) will have the authority to award compensatory damages only and will not have the authority to consolidate actions or claims. The award rendered by the arbitrator(s) will be final and binding, and judgment upon such award may be entered in any court having jurisdiction thereof. The existence, conduct and content of such arbitration will be kept confidential, and neither Party will disclose the same to any person other than its attorneys, auditors, financial advisors, assignees or potential assignees, except as may be required by law or governmental authority or for financial reporting purposes.‍
    13. Class Action Waiver. Any arbitration will be conducted in the Parties’ individual capacities only and not as a class action or other representative action. The Parties each expressly waive the right to file a class action or seek relief on a class basis either in arbitration or in court. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, WHETHER IN ARBITRATION OR IN ANY COURT. FURTHER, UNLESS BOTH CUSTOMER AND HAUS AGREE OTHERWISE IN WRITING, AN ARBITRATOR OR JUDGE MAY NOT CONSOLIDATE MORE THAN ONE PARTICIPATING PUBLIC AGENCY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. FOR AVOIDANCE OF DOUBT, CUSTOMER AND HAUS WILL RESOLVE ANY DISPUTE ON AN INDIVIDUAL, NON-REPRESENTATIVE, NON-CLASS BASIS IN ARBITRATION, BUT IF FOR ANY REASON SUCH DISPUTE PROCEEDS IN COURT, CUSTOMER AND HAUS WAIVE ANY RIGHT TO HAVE THE DISPUTE PROCEED AS A CLASS ACTION OR IN ANY REPRESENTATIVE CAPACITY WHATSOEVER. IF THE DISPUTE PROCEEDS IN COURT, CUSTOMER AND HAUS WAIVE ANY RIGHT TO A TRIAL BY JURY. If there is a determination that any term in this paragraph is void or unenforceable for any reason as to any claim, then the arbitration provision set forth above will be inapplicable as to that claim, and that claim will instead proceed through litigation in court rather than by arbitration, but only after the conclusion of the arbitration of any claim or dispute subject to the Parties’ arbitration agreement.