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”). The Terms include any beta or trial terms as may be made available to Customer by Haus (including via email or in Customer’s online account), and as may be reasonably amended or modified from time to time by Haus.
“Order Form” refers to the written agreement for the purchase and provision of Online Services that is executed by the Parties. “Online Services” refers to the cloud-based software-as-a-service made available to Customer by Haus, including any downloadable or exportable outputs or reports, whether made available for free or as part of a subscription. Any professional services provided by Haus to Customer (“Professional Services”) will be provided pursuant to a written agreement titled “Statement of Work,” the form of which is available at https://haus.io/legal/statement-of-work, or such other form that is mutually acceptable to the Parties. Online Services and Professional Services are referred to collectively as “Services”. 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 (collectively, the “Site”) or policies made available by Haus to Customer, including the Privacy Policy and, if applicable, the Data Processing Addendum (“DPA”) (collectively “Policies”).
Customer and Haus are 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. By the signature of the authorized representative on the Order Form, the Parties agree to the terms of this Agreement.
As used in the Agreement, the term “Authorized Users” means identified individual employees, consultants, or contractors performing work on Customer’s behalf and authorized by the Parties to access or use the Services exclusively for Customer’s ordinary business purposes. 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 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 terminated or suspended for any reason, 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. After thirty (30) days after termination or suspension of Customer’s account, Haus may delete such Customer Data 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.Â
To access and use certain Services, Customer may be required to provide Customer Data to Haus. 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. 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 to use, reproduce, and modify the Customer Data as necessary to provide the Services. Anonymized and aggregated Customer Data may be used to support and improve the Services, including for the creation of benchmarks and training of AI Models (as described in Section 3.3 below). In no event shall Haus sell any Customer Data to third parties or otherwise make any Customer-identifying Customer Data available to any third party other than as instructed by Customer or as necessary to render the Services. Â
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”). 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. Additional information about Haus’ data protection program and Security Measures are available for review in Haus’ Trust Center located at https://trust.haus.io/.
Many Haus Services rely on the use of AI Models. As used herein, “AI Models” means any computational system trained on data to perform specific tasks by recognizing patterns and making predictions or decisions. Any use of AI Models in the performance of Services will be clearly identified to Customer within the Services or Documentation. For the resolution of doubt, any use of Customer Data by an AI Model in the provision of Services to Customer will comply with Applicable Laws. Internal training of AI Models is a permitted use of Confidential Information and does not, in itself, constitute disclosure to a third party.
Unless otherwise specified in the applicable Order Form, within thirty (30) days of the date of each invoice from Haus, Customer shall pay to Haus all undisputed 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 on the Order Form, all payments under this Agreement will be made in U.S. Dollars and paid by ACH or similar bank transfer mechanism. Customer is responsible for any transaction or bank fees associated with the transfer. Customer agrees to: (i) provide Haus with accurate information necessary for the collection of Fees and calculation of applicable Taxes, such as billing contact name, company name, billing address, and Service access locations, and (ii) promptly update such information following any change. Customer is responsible for all reasonable costs and expenses incurred by Haus in connection with collecting any overdue amounts, including reasonable attorneys’ fees and costs of collection. If Customer fails to timely pay any Fees, 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.
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 which are approved by Customer in advance and subject to Haus providing any supporting documentation.
For Online Services, Haus hereby grants to Customer a non-exclusive, limited, revocable, non-transferable, non-sublicensable right and license during the Term to access and use such Online Service and any Documentation for such Service, solely in the forms 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 (collectively “Applicable Laws”). Except as expressly set out in this Agreement, the Documentation, or as provided for in the Order Form, all other rights are reserved. Access to and use of the Services is conditioned upon Customer’s compliance with Haus’ Acceptable Use Policy, available at: https://haus.io/legal/acceptable-use-policy, breach of which shall be construed as a breach of this Agreement.
Customer may grant Haus access to 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 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, or (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, Customer authorizes such data sharing.
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.
Technical support will be offered by Haus as described in detail at https://www.haus.io/service-level-agreement. 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 security and hot fixes, patches, and other updates to the extent made available to Customer (“Updates”). Updates will be provided without additional cost to Customer, and Haus will provide Customer with reasonable advance notice of any such Updates where practicable. From time to time, Haus may publish new versions of Services, add-ons, or additional products associated with Services (“Upgrades”). To the extent that Haus makes generally available or delivers Upgrades to similarly situated customers at no additional cost to such customers, Haus will make such Upgrades available to Customer at no additional cost. Customer is responsible for compliance with Documentation accompanying any Updates or Upgrades. All Updates and Upgrades are subject to the same license and other terms as to the Service to which they apply.
Customer and its Affiliates, licensors, and service providers own and reserve all, right, title, and interest in and to the Customer Data, except for those rights and licenses expressly granted to Haus under this Agreement. Haus will notify Customer promptly if it confirms unauthorized access to or disclosure of Customer Data and provide reasonable cooperation required by Customer in connection with such incident.
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 products or services), Documentation, and other data, output, 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) (collectively, “Haus Data”), except for those rights and licenses expressly granted to Customer under this Agreement. For the avoidance of doubt, Haus Data excludes Customer Data. 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.Â
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 (i) all Feedback is provided “as-is” and without warranty of any kind, and (ii) Customer hereby irrevocably assigns to Haus and its designees such Feedback without restriction or obligation.
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 Haus Data and all non-public aspects of the Services, including pricing.
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 8, 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 8 and the obligations set forth herein supersede any and all prior confidentiality, non-disclosure, or similar agreements between the Parties. Â
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 Laws, 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.Â
The Parties shall maintain the confidentiality of Confidential Information for the term of this Agreement plus five (5) years, except for trade secrets, which shall remain confidential for the longer of the term of this Agreement plus five (5) years or so long as the information remains a trade secret under Applicable Laws.Â
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.
Notwithstanding any other provision of this Agreement: A Party will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: is made: in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
9.1.1 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;
9.1.2 Haus 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;
9.1.3 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
9.1.4 All Services, Documentation, and any other content provided to Customer under the Agreement will comply with Applicable Laws, including any applicable data protection laws.
9.2.1 Customer owns, or otherwise properly licenses, the Customer Data, and has the full power and authority required to use, transfer, and/or license any and all rights and interests in and to the Customer Data to Haus;
9.2.2 Providing the Customer Data to Haus will not infringe or misappropriate any intellectual property or proprietary rights of any third party (including privacy or publicity rights);
9.2.3 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; and
9.2.4 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 Laws, including any applicable data protection laws.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (I) THE SERVICES ARE PROVIDED BY HAUS ON AN “AS IS” AND “AS AVAILABLE” BASIS, (II) 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, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, 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.Â
EXCEPT WITH RESPECT TO A PARTY’S BREACH OF SECTION 8 (CONFIDENTIALITY), SECTION 10.2 (INDEMNIFICATION), OR A VIOLATION OF APPLICABLE LAWS INCLUDING DATA PROTECTION LAWS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS, OR 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.Â
REGARDLESS OF CLAIM OR CAUSE OF ACTION, 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. CUSTOMER AND HAUS EACH ACKNOWLEDGE 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.
10.2.1 By Haus. Haus will, at Haus' expense and Customer's option, defend, indemnify, and hold harmless Customer and its Affiliates, partners, licensors, and service providers and each of their officers, directors, employees, and agents from and against any third party claim, suit, or proceeding, except to the extent 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 (i) the Services (in each case as made available to Customer for use in accordance with the Agreement) infringe or misappropriate any such third party’s intellectual property rights, under U.S. patent, copyright, trademark, or other applicable intellectual property law; (ii) breach by Haus of Applicable Laws; or (iii) gross negligence or willful misconduct by Haus. Notwithstanding the foregoing, Haus will have no obligation under this paragraph and will not otherwise be liable to the extent t he 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. Haus may not enter into a settlement under this Section 10.2.1 without Customer’s prior written approval. Customer will provide Haus (i) prompt written notice of, and (ii) all information and assistance reasonably requested by Haus in connection with the defense or settlement of any such claim.Â
10.2.2 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, directors, employees, and agents from and against any third party claim, suit, or proceeding, except to the extent caused by Haus' violation of this Agreement, arising out of any claim by any third party to the extent such claim alleges that: (i) Customer’s or any of its Authorized Users’ access to or use of Services infringes or misappropriates any such third party’s intellectual property rights, under U.S. patent, copyright, trademark, or other applicable intellectual property law; (ii) breach by Customer of Applicable Laws; or (iii) gross negligence or willful misconduct by Customer. Haus will provide Customer (y) prompt written notice of, and (z) all information and assistance reasonably requested by Customer in connection with the defense or settlement of any such claim. Customer may not enter into any settlement or compromise that does not include a full release of Haus or that requires any payment or admission of wrongdoing by Haus. 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.Â
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 Online Service will be indicated in the applicable Order Form. Prior to the end of an Order Form subscription term, Haus will provide Customer with at least sixty (60) days advance written notice of any proposed increase in subscription price. If Customer does not provide its written indication to cancel a subscription at least thirty (30) days before the end of the current subscription term, Customer’s subscription will automatically renew for the longer of one year or the subscription term indicated in the Order Form. Except as otherwise expressly provided for under this Agreement or as required by law, all Fees are nonrefundable.Â
11.2.1 For Breach. Either Party may terminate this Agreement and any affected 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. If the material breach cannot be cured, the Agreement may be terminated immediately upon written notice.
11.2.2 For Insolvency. Either Party may terminate this Agreement and the Order Form immediately 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.Â
11.2.3 Effect of Termination or Expiration. Upon expiration or termination of any Order Form or this Agreement, Customer’s rights with respect to the applicable Services will end. Customer shall: (a) cease 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 promptly return or destroy any and all copies of any Customer Data, and upon Customer’s written request, provide a written attestation of deletion. The foregoing obligations notwithstanding, either Party may retain a single archival copy of any information required for compliance with Applicable Laws. At either Party’s request, the other Party will certify in writing its compliance with the provisions of this Section 11.2.3. Customer will remain liable for all Fees.Â
11.2.4 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 7 (Ownership), Section 8 (Confidentiality), Section 9 (Warranties and Disclaimers), Section 10 (Limitations of Liability; Indemnification), Section 11.2.3 (Effect of Termination or Expiration), Section 11.2.4 (Survival) and Section 12 (General).Â
Haus may suspend Customer’s or any Authorized User’s right to access or use any portion or all of any Service if: (i) Haus believes in good faith that Customer’s or such user’s conduct or failure to act: (a) poses a security risk or may otherwise adversely impact Services, systems, or other users; (b) may otherwise subject Haus or its Affiliates, licensors, or service providers to liability; (c) constitutes a breach of Section 5; or (ii) Customer fails to pay any amounts due under this Agreement within seven (7) days after receiving written notice to Customer that Customer is more than thirty (30) days overdue on any payment obligation under this Agreement. 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 or such Authorized User’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 or the applicable Order Form 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.
Haus will have the right to use third-party service providers (e.g. data hosting, data transfer, security monitoring) 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. Haus will remain responsible for performance of such obligations and exercise of rights.
Neither Party will be liable for any failure or delay in performance under this Agreement to the extent due to unforeseen circumstances or causes beyond its reasonable control and occurring without its fault, including acts of God, earthquake, fire, health emergency, flood, sanctions, embargoes, trade controls, strikes, lockouts or other labor disturbances, pandemic, civil unrest, failure, riots, terrorist or other malicious or criminal acts, war, widespread internet failure or interruption of 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 commercially reasonable efforts to limit any 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.
Neither Customer nor Haus may, 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 the other party, and any attempt to do so in breach of the foregoing will be null and void, except that either Party may assign this Agreement or delegate its obligations under this Agreement in connection with a change of control resulting in the acquisition by a third party of a majority of the assigning Party's assets or voting stock. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
12.4.1 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 Legal: 2261 Market St. #5006, San Francisco, CA 94114. Such notices will be deemed effective upon delivery to the specified email address or physical address.Â
12.4.2 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 on the most recent Order Form; or (b) by postal mail or delivery service to Customer's address on file, or (c) through any other commercially reasonable method of notification that provides written or electronic confirmation of delivery.  Â
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 the Services (but not to brand the Services). Haus will adhere to any reasonable logo or trademark use policy provided by Customer and will promptly cease using Customer’s logo upon written request.
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.Â
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.Â
No modification or amendment to this Agreement will be valid unless it is in writing and acknowledged by an authorized representative of the Party against which the modification or amendment is sought to be enforced. No oral agreement, course of dealing, or trade usage will be deemed to modify this Agreement.Â
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 affect 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 Laws.
This Agreement does not create any third-party beneficiary rights in any person or entity that is not a party to this Agreement except as expressly set forth herein.Â
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 12.12, 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 thirty (30) days after the notice is received, either Party may commence an arbitration proceeding as provided in Section 12.12.Â
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 12.11, 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, administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. 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.Â
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.