Hestio End User License Agreement (EULA)
License Date: June 2023 // Reference: HIO-EULA-202306
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This Agreement is legally binding between you and Hestio Ltd. These terms and conditions (“Agreement”) set forth the general terms and conditions of your use of Hestio worX and any of their related products and services (collectively, “worX”). This Agreement is legally binding between you and Hestio Ltd. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “User”, “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not access and use the Licensed Material. By accessing and using the Licensed Material, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and Hestio, even though it is electronic and is not physically signed by you, and it governs your use of the Licensed Material.
IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THE LICENSED MATERIAL.
"Hestio", "we", "us", "our" and “Hestio Ltd.” refers to Hestio Limited, Riverview Business Centre, Hazelhatch Road, Celbridge, Co. Kildare, W23H0X6, Ireland (Registered in Ireland: No. 651646 ), and its subsidiary companies. "User", "you" and "your" refers to the entity that wishes to use the Licensed Material (as defined below) provided by Hestio Ltd. "Licensed Material" refers to pre-existing copyright protected materials provided to you by Hestio Ltd., including but not limited to; source code, software programs, database schemas and objects, tools, scripts and any applicable documentation, and our updates to them.
ACCOUNTS & MEMBERSHIP
You must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater) to use the Licensed Material. By using the Licensed Material and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater). If you create an account in order to access the Licensed Material, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Licensed Material. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. WE WILL NOT BE LIABLE FOR ANY ACTS OR OMISSIONS BY YOU, INCLUDING ANY DAMAGES OF ANY KIND INCURRED AS A RESULT OF SUCH ACTS OR OMISSIONS. WE MAY SUSPEND, DISABLE, OR DELETE YOUR ACCOUNT (OR ANY PART THEREOF) IF WE DETERMINE THAT YOU HAVE VIOLATED ANY PROVISION OF THIS AGREEMENT OR THAT YOUR CONDUCT OR CONTENT WOULD TEND TO DAMAGE OUR REPUTATION AND GOODWILL. IF WE DELETE YOUR ACCOUNT FOR THE FOREGOING REASONS, YOU MAY NOT RE-REGISTER FOR OUR SERVICES. WE MAY BLOCK YOUR EMAIL ADDRESS AND INTERNET PROTOCOL ADDRESS TO PREVENT FURTHER REGISTRATION. In addition, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country or otherwise in any country or other territory subject to a general export, import, financial or investment embargo under any Sanctions and Export Laws and Regulations; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties or designated as a sanctioned person or otherwise targeted under any Sanctions Laws and Regulations. “Sanctions and Export Laws and Regulations” means any economic or financial sanctions, trade embargoes, or export controls in force and as amended from time to time or any restrictive measures administered or implemented by: (i) the U.S. government, including the Treasury Department’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, or any other agency of the U.S. government; (ii) the United Nations Security Council or any sanctions committee thereof; (iii) the European Union and/or any member state thereof; (iv) the United Kingdom, including Her Majesty’s Treasury; and/or (v) any other or similar sanctions or measures imposed by a regulatory body, in each case to the extent applicable to you and/or your use of the Licensed Material. You further represent and warrant that, in exercising your rights pursuant to this Agreement including in using the Licensed Material, you shall not breach or compromise, directly or indirectly, compliance with any Sanctions and Export Laws and Regulations.
Your payment of the applicable fee entitles you to one year of maintenance and support. Subject to and conditioned upon your payment of the applicable fees and your strict compliance with all terms and conditions set forth in this Agreement, Hestio hereby grants to you a perpetual, revocable, non-exclusive, non-transferable, non-sublicensable limited license to use the Licensed Material for your internal use only, and subject to all conditions and limitations set forth in this Agreement bug fixes, patches and other error corrections to the Licensed Materials (collectively, "Updates") as Hestio makes generally available to all licensees of the Licensed Materials, which, because Hestio is a SaaS provider, may mean many Updates during the course of a year. Hestio may develop and provide Updates in its sole discretion, and, to the fullest extent permitted by applicable law, you agree that Hestio has no obligation to develop any Updates for particular issues. You further agree that all Updates will be deemed Licensed Material, all subject to all terms and conditions of this Agreement. Maintenance and support services do not include any new version or new release of the Licensed Material Hestio may issue as a separate or new product, and Hestio may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion.
We do not own any data, information or material (collectively, “Content”) that you submit in the course of using worX. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may monitor and review the Content on the Licensed Material submitted or created using our services by you. You grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your user account as required for the purpose of providing the Licensed Material to you. You also grant us a license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing or any similar purpose to the extent permitted by applicable law. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable or that risks creating any liability for us.
BILLING & PAYMENTS
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. If auto-renewal is enabled for the Licensed Material you have subscribed for, you will be charged automatically in accordance with the term you selected. If, in our judgment, your purchase constitutes a high-risk transaction, we will require you to provide us with a copy of your valid government-issued photo identification, and possibly a copy of a recent bank statement for the credit or debit card used for the purchase. We reserve the right to change products and product pricing at any time, but this will not affect amounts already billed to you. We also reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per organization or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.
ACCURACY OF INFORMATION
Occasionally there may be information on the Licensed Material that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, availability, promotions and offers. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Licensed Material or worX is inaccurate at any time without prior notice We undertake no obligation to update, amend or clarify information on the Licensed Material including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Licensed Material should be taken to indicate that all information on the Licensed Material or worX has been modified or updated.
We perform regular backups of worX and its content, however, these backups are for our own administrative purposes only and are in no way guaranteed. You are responsible for maintaining your own backups of your data. WE DO NOT PROVIDE ANY SORT OF COMPENSATION FOR LOST OR INCOMPLETE DATA IN THE EVENT THAT BACKUPS DO NOT FUNCTION PROPERLY. WE WILL DO OUR BEST TO ENSURE COMPLETE AND ACCURATE BACKUPS, BUT ASSUME NO RESPONSIBILITY FOR THIS DUTY.
LINKS TO OTHER RESOURCES
Although the Licensed Material may link to other resources (such as websites, mobile applications, etc.), we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked resource, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of any businesses or individuals or the content of their resources. WE DO NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR THE ACTIONS, PRODUCTS, SERVICES, AND CONTENT OF ANY OTHER THIRD PARTIES. You should carefully review the legal statements and other conditions of use of any resource which you access through a link on the Licensed Material. Your linking to any other off-site resources is at your own risk.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Licensed Material or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, national or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Licensed Material, third party products and services, or the Internet; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) for any obscene or immoral purpose; or (j) to interfere with or circumvent the security features of the Licensed Material, third party products and services, or the Internet; (k) for use with any Large Language Model, Machine Learning or similar generative technology; or (l) where user based licensing has been used to circumvent a requirement for a platform based license. We reserve the right to terminate your use of the Licensed Material for violating any of the prohibited uses.
DISCLAIMER OF WARRANTY
YOU AGREE THAT SUCH LICENSED MATERIAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THAT YOUR USE OF THE LICENSED MATERIAL IS SOLELY AT YOUR OWN RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY OTHER REPRESENTATION, WARRANTY, TERM OR CONDITION THAT MAY BE IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESS DISCLAIMED. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY US, OR ANY OTHER PERSON ON OUR BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE LICENSED MATERIAL WILL MEET YOUR REQUIREMENTS, OR THAT THE AVAILABILITY OF THE LICENSED MATERIAL WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE LICENSED MATERIAL OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE LICENSED MATERIAL OR THAT DEFECTS IN THE LICENSED MATERIAL WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE LICENSED MATERIAL OR ANY TRANSACTIONS ENTERED INTO THROUGH THE LICENSED MATERIAL UNLESS STATED OTHERWISE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH USE OF THE LICENSED MATERIAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE FOREGOING DISCLAIMERS AND EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
HESTIO DOES NOT EXCLUDE ITS LIABILITY FOR ANY DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, ANY FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY WHICH CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS. SUBJECT TO THE FOREGOING AND SAVE AS SET OUT IN THE NEXT SENTENCE, UNDER NO CIRCUMSTANCES SHALL HESTIO BE LIABLE FOR ANY: (i) LOSS OF PROFITS OR REVENUE; (ii) LOSS, DESTRUCTION OR CORRUPTION OF DATA; (iii) LOSS OF CONTRACT, BUSINESS OR OPPORTUNITY; (iv) LOSS OF GOODWILL; OR (v) DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT INCLUDING FROM YOUR USE OF, OR INABILITY TO USE, worX OR THE LICENSED MATERIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF HESTIO (AND, COLLECTIVELY WITH HESTIO, ITS AFFILIATES) FOR ANY LOSS OR DAMAGE SUFFERED OR INCURRED BY YOU (AND, COLLECTIVELY WITH YOU, TO ITS AFFILIATES AND USERS) UNDER OR IN CONNECTION WITH THIS AGREEMENT ARISING FROM ANY ACT OR OMISSION OF HESTIO, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID BY YOU TO HESTIO IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LOSS OR DAMAGE. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, Hestio’s liability is limited to the greatest extent permitted by law, or in accordance with the limitation of liability set out in the previous sentence, whichever is less.
You agree to indemnify and hold Hestio and its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any liabilities, losses, damages or costs, including reasonable attorneysʼ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Licensed Material or any willful misconduct on your part.
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Ireland without regard to its rules on conflicts or choice of law. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts of Ireland, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
CHANGES AND AMENDMENTS
We reserve the right to modify this Agreement or its terms related to the Licensed Material at any time at our discretion. When we do, we will revise the updated date at the top of this page. By [clicking “I accept”] to the revisions, you accept the modification. Any changes will be effective only after the effective date of the change and will not affect any dispute arising prior to the effective date of the change. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided.
An updated version of this Agreement will be effective immediately upon the posting of the revised Agreement unless otherwise specified.
ACCEPTANCE OF THESE TERMS
You acknowledge that you have read this Agreement and agree to all its terms and conditions.
If you have any questions, concerns, or complaints regarding this Agreement, we encourage you to contact us using the details below: [email protected]
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