Terms and Conditions of Use


These terms of use (the “Terms”) are a legal contract between NULLBYTE PTY LTD, and its affiliates (“HOOSITY”, “we” or “us”) and “you” (“Customer”, “your,” or “User”). The Terms explain how you are permitted to use the services provided by and through our platform and website(s) (main url located at www.hoosity.com) as well as all of our associated internet and online properties (either linked by HOOSITY and/or affiliated companies) and any software that HOOSITY provides to you for download or use, including in your mobile devices (collectively, our “App(s)”) (all of these virtual properties, software and mobile applications, collectively, the “Site”). These Terms also govern your use of all the text, data, information, software, graphics, proprietary content and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site). Collectively, the Site, the Materials, and the services provided therein are referred to as the “Services”.


USING THE SERVICES INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICES.


IMPORTANT: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS. DEPENDING ON YOUR JURISDICTION, THIS SECTION MAY NOT APPLY TO YOU.


Terms


By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.


Use License


Permission is granted to temporarily download one copy of the materials (information or software) on HOOSITY's web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not: modify or copy the materials; use the materials for any commercial purpose, or for any public display (commercial or non-commercial); attempt to decompile or reverse engineer any software contained on HOOSITY's web site; remove any copyright or other proprietary notations from the materials; or transfer the materials to another person or "mirror" the materials on any other server.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by HOOSITY at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.


Disclaimer


The materials on HOOSITY's web site are provided "as is". HOOSITY makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, HOOSITY does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.


Limitations


In no event shall HOOSITY or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on HOOSITY's Internet site, even if HOOSITY or a HOOSITY authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.


Revisions and Errata


The materials appearing on HOOSITY's web site could include technical, typographical, or photographic errors. HOOSITY does not warrant that any of the materials on its web site are accurate, complete, or current. HOOSITY may make changes to the materials contained on its web site at any time without notice. HOOSITY does not, however, make any commitment to update the materials.


Links


HOOSITY has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by HOOSITY of the site. Use of any such linked web site is at the user's own risk.


Site Terms of Use Modifications


HOOSITY may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.


Governing Law


Any claim relating to HOOSITY's web site shall be governed by the laws of the State of QUEENSLAND without regard to its conflict of law provisions.


Terms of Service Highlights


Please also read our Full Terms of Service


Your Acceptance


Each time you access and/or use the Services, you agree to be bound by these Terms and any Additional Terms that apply to you.


Your Privacy


You agree that we can use your information as outlined in our Privacy Policy. Additionally before registering for the Services, California residents please refer to our California Privacy Notice, and residents of the European Economic Area (EEA) to our GDPR Privacy Notice.


Payments, Subscriptions and Cancellations


You will honor your payment obligations, if any. For recurring charges that you agree to make, you agree that third parties working on our behalf may store your payment information to process the payments you agreed to make. You understand that additional fees and taxes may apply to your purchases. Please refer to our Cancellations section for related information. HOOSITY does not guarantee refunds.


Binding Arbitration of All Disputes; No Class Relief


For US Residents, any disputes under these Terms will be resolved on an individual basis through binding arbitration, with no class relief.


Our Acceptable Use Policy


You warrant that you will use the Services in compliance with our Acceptable Use Policy.


Our Anti-Spam Policy


You warrant that you will use the Services in compliance with our Anti-Spam Policy.


Our Policy Against Copyright Infringement


HOOSITY does not permit copyright or intellectual property infringing activities on the Services. Please refer to our Copyright Policy pursuant to the Digital Millennium Copyright Act ("DMCA") for notifications of infringement.


Your Content


You are responsible and liable for your Content and the Content of your end users. Additionally, when you act as a Service Provider, you have additional Obligations as a Service Provider under the DMCA.


Our Rewards Program


We may offer Rewards programs as part of our Services. If we offer Rewards credits, these will expire as set forth herein.


Intellectual Property


You may not use, copy, reproduce, republish, upload, display, post, transmit, distribute, or license any Materials or content on the Services without HOOSITY’s authorization.


The HOOSITY Marketplace


We offer access to our online marketplace for third-party and proprietary Apps.


Disclaimers


To the extent permitted by law, we disclaim warranties and conditions.


Limitation of Liability


To the extent permitted by law, Our liability is limited.


Contact


Questions about these Terms may be sent to legal@hoosity.com or as otherwise set forth in these Terms.

Violations of these Terms or of any of our policies should be sent to abuse@hoosity.com (Customers will be copied on all reports). Other Legal and Law Enforcement Inquiries: legal@hoosity.com. For Customer Service or Support questions: support@hoosity.com.


Full Terms of Service


Everyday language summaries are provided for convenience only and appear in bold next to each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements.


1. YOUR ACCEPTANCE AND CONTRACTUAL RELATIONSHIP


By using the Services, you represent and warrant that you are of age under the laws of your jurisdiction and/or lawfully able to enter into contracts. If you are not legally able to enter into contracts, you may not use the Services at any time or in any manner, or submit any information to HOOSITY or the Services.


If you are entering into these Terms on behalf of a business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such business entity or organization. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.


2. PRIVACY


Please review our privacy policy (the “Privacy Policy”) which explains how we use information that you submit to HOOSITY. The Privacy Policy is hereby incorporated by reference.


3. MODIFICATIONS AND ADDITIONAL TERMS


(a) These Terms. HOOSITY can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Site and by providing a notice on the Services. We will ask for your express consent to the updated Terms where we are legally required to do so, and our notice to you will explain how you can accept or reject the changes. If you do not agree with any of the updated Terms, you must stop using the Services. Unless otherwise required by law, the updated Terms are effective as of the day of posting.


(b) The Services. HOOSITY may make changes to the Services at any time, without notice to you. If you object to any changes to the Services, your sole recourse will be to cease using the Services. Continued use of the Services following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as modified. We also reserve the right to discontinue the Services, or any component of it, at any time without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Services.


(c) Paid subscriptions. Please note that if you are under paid-subscription services with us, in the event we change the price for the services which you have previously agreed to pay or if we substantially change the services you are paying for, we will also notify you of such changes as contemplated in Section 3(a) above. Any changes will become effective after your then-current subscription expires or terminates. If you do not agree with such changes and you communicate this to us in accordance with the notification, we will not automatically renew your subscription even if you previously agreed to automatic renewal for payment.


(d) Additional Terms. In addition, certain features of the Services may be subject to additional terms of use (“Additional Terms”), which shall be provided to you at the moment you choose to use such features or services. By using such features, or any part thereof, you agree to be bound by the Additional Terms applicable to such features. In the event that any of the Additional Terms governing such features conflict with these Terms, the Additional Terms will govern.


(e) Executed Contract(s). If You have entered into a separate executed (i.e. signed) agreement for services with HOOSITY (collectively and individually, “Contract”), such Contract shall supersede these Terms. In the event of any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract.


We may change or discontinue the service at anytime, without liability.

New prices become effective only after your current contract terminates.

Simply continue to use our services to show us that you accept the changes.

4. USERS


(a) Visitors. Visitors may browse the Site in accordance with these Terms but will not have full access to the Services without first becoming “Registered Users.”

(b) Registered Users and Accounts. In order to access certain features of the Services you will be required to become a Registered User. A “Registered User” is a User who has registered an account with us (your “Account”). As a Registered User you choose what information you may make public or showcase. By registering as a User you represent that you are not barred from using the Services under these Terms, the laws of the United States of America, your place of residence or any other applicable jurisdiction.

(c) Registration Data. In registering for the Services, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree that all notices and communications between Us will be sent to the email address You provide. If you provide any information that is untrue, inaccurate, not current or incomplete, or HOOSITY has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, HOOSITY has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof) for breach. You agree not to create an Account using a false identity or information. You agree that you shall not have more than one Account at any given time. You agree not to register for an Account on behalf of an individual other than Yourself, or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group, organization, or entity to these Terms. By registering another person, group, organization, or entity you hereby represent that you are authorized to do so. You agree not to create an Account or use the Services if you have been previously removed by HOOSITY, or if you have been previously banned from any of the HOOSITY properties.

(d) Account Management. When You register for the Services, You will choose a login (email) and password. You may use the Services or modify Your Content and data only through such login and password. You are entirely responsible for maintaining the confidentiality of Your password and for any and all activities which occur using Your credentials and/or under your Account. HOOSITY reserves the right to establish an Account verification process to verify the account and/or any information provided. You agree to immediately notify Us of any unauthorized use of Your Account or any other breach of security known to (or reasonably suspected by) You at support@hoosity.com. HOOSITY shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that HOOSITY considers insecure or inappropriate, HOOSITY will be entitled to require this to be changed and/or terminate your Account. HOOSITY reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. It is also Your responsibility to make sure that Our domain(s) (including “hoosity.com”) are not included in any spam block list used by You or Your mail provider. You are required to perform all necessary security configuration and management tasks (1) for Your site(s) and all domains, web pages or IP addresses which You are hosting through the Services, and (2) to protect Your Content (defined below) and data, including that of Your customers and/or end users hosted through the Services. You are responsible for management of updates and security patches, any application software or utilities installed, any files accessible via Your site(s), and the configuration of any HOOSITY-provided security utilities.

You represent legally to us that you are who you say you are.

Remember that if you violate these Terms we may cancel your Account and Services.

5. SERVICES


At the time of initial registration, You will select from the list of available Services the service plan(s) to which You wish to subscribe (each a “Subscription”). All Subscriptions to Services are subject to formal acceptance by HOOSITY. Your Subscription to the Services will be deemed accepted by HOOSITY when HOOSITY delivers a confirmation of the Subscription to You. HOOSITY reserves the right to refuse to provide You with any Service for any reason. Notwithstanding Our Uptime Guarantee, HOOSITY also reserves the right to interrupt access to the Services to perform regular and emergency maintenance as needed. You may order additional Services at any time, provided that You agree to pay the then-current fees for such additional Services. All additional services shall be considered "Services" hereunder. All Services provided are subject to availability and to these Terms.


For as long as you agree to these Terms and abide by them, you may use the Services. These Terms apply to all Users of the Service, including Visitors and Registered Users, who are also contributors of User Content. The Services are licensed, not sold, to you.

(a) Grant of a Limited License. The Services are protected by copyright laws throughout the world. Subject to your agreement, and continuing compliance with these Terms, and any other relevant HOOSITY policies, HOOSITY grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to use the Services and/or download, and use a copy of any Apps or client-software on a device or computer that you own or control and to run such copy solely for your own internal business or individual purposes only. You agree not to use the Services for any other purpose.

(b) Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by HOOSITY; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services except as expressly permitted by HOOSITY; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.


6. SUBSCRIPTIONS AND CANCELLATIONS


HOOSITY reserves the right to modify pricing at any time (but not the price in effect for your then-current Subscription Term), upon advance notice to you. If you have not cancelled your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, your Subscription will auto-renew at the price indicated in your notice.


7. PAYMENTS



8. REFERRAL PROGRAM


We may offer programs allowing our users to earn service credits and rewards (“Rewards”) on their Accounts. Please refer to our Referral Program Terms as these may be amended from time to time, before participating in our Rewards’ program. The Referral Program Terms are hereby incorporated by reference.


9. TERMINATION



10. OUR ACCEPTABLE USE AND ANTI-SPAM POLICIES AND OUR COMMUNITY


To use our Services, you agree to and warrant that you will comply at all times with our Acceptable Use Policy (“AUP”) and our Anti-Spam Policy (“Policies”) as these may be amended from time to time, which regulate prohibited and/or acceptable practices relating to the use of our Services, including limitations on User Content, prohibited activities, system abuse and security. If you do not agree with our Policies, you must discontinue use of the Service. The Policies are hereby incorporated by reference.


11. INTELLECTUAL PROPERTY INFRINGEMENT AND DMCA NOTIFICATIONS


HOOSITY does not permit copyright-infringing activities and infringement of intellectual property rights on the Services, and pursuant to the safe-harbor provisions provided by the Digital Millennium Copyright Act of 1998 (“DMCA”), HOOSITY will remove User Content if properly notified that such User Content infringes on another's intellectual property rights (please refer to our Copyright Policy). HOOSITY reserves the right to remove User Content without prior notice.


12. USER CONTENT


12.1 Content.



12.2 Specific Requirements for Service Providers and User-Generated Content Subscribers.


You shall notify Us of all domains, web pages or IP addresses for which You are acting as a Service Provider.


You shall comply with 17 U.S.C. §512 of the DMCA by properly designating an agent for receipt of copyright infringement notices, and You shall publish a link on the home page of any website for which You are a Service Provider to a DMCA Notice and Takedown Policy, identifying the website's designated agent and associated contact information. "Service Providers" within the meaning of 17 U.S.C. § 512(k)(1) require that any DMCA Notices relating to alleged infringement of a HOOSITY Service Provider Customer be submitted directly to the DMCA Agent designated by such Customer.
You shall provide Us with a current link to Your DMCA Notice and Takedown Policy and further advise Us of any changes to Your Designated Agent contact information. This shall be a continuing obligation for as long as You use Our Services.
It is the policy of HOOSITY to provide any infringement notices it receives relating to Service Provider subscribers directly to the subscriber's Designated DMCA Agent, and to further notify any copyright claimants of the identity and contact information for such Agent. Failure to maintain compliance with this section shall constitute a material breach of these Terms.

(c) Nothing contained in this Section, or any part of these Terms, shall constitute legal or professional advice regarding any matter referenced therein. You are responsible for obtaining your own legal advice regarding compliance with any and all applicable laws or regulations.

12.3 Content that you Make publicly Available.


(a) In addition to the license granted in Section 12.1(a), You also authorize others to use the User Content that you publicly share or Make Available through the Services.

(b) You may delete, or request deletion of your User Content at any time, unless you have shared such User Content with others and they have not deleted it, or it was copied or stored by other Users. Any User Content you submit is at your own risk of loss, and if shared publicly, non-confidential.

(c) HOOSITY agrees to use any personally identifiable information contained in any of your User Content in accordance with HOOSITY’s Privacy Policy, to the extent applicable. Additionally, please note that certain information, statements, data, and content (such as photographs) which you may submit to HOOSITY, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any User Content is voluntary on your part.

(d) We may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

(e) If you use any “rating” feature of the Services, as applicable, and/or if you send or transmit any communications, comments, questions, suggestions, or related materials to HOOSITY, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Services, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and HOOSITY is free to use, without any attribution or compensation to you, any ratings submitted within the Services, and any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that HOOSITY may use any of this Feedback in aggregated or non-aggregated from, however HOOSITY is not obligated to use, display, reproduce, or distribute any such ratings, ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

(f) Forums and messaging. HOOSITY may offer various forums where you can post your observations and comments on designated topics. By offering this feature, HOOSITY is merely acting as an intermediary and is not responsible and shall not be liable for such communications. Please note that ideas you post and information you share may be seen and used by other Users, and HOOSITY cannot guarantee that other Users will not use the ideas and information that you share on the Services. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, or that is subject to third-party rights that may be infringed by your sharing it, do not post it on the public forums of the Services. Please refer to Section 11 and our Copyright Policy for more information regarding how we treat infringing content. HOOSITY IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY HOOSITY COMMUNITY FORUMS.

Some of HOOSITY's amazing customers are also service providers. If you are one, please note that there are special requirements applicable to you, like removing infringing content and protecting minors.

13. THIRD-PARTY SERVICES, SOFTWARE, LINKS AND LICENSING


(a) Third-Party Services. You may in Your sole discretion elect to use third-party products, software and/or services (collectively, “Third-Party Services”, offered by one or more “Third Party”) in connection with the HOOSITY Services such as through the HOOSITY Marketplace (see Section 14), and HOOSITY may in its sole discretion help facilitate Your use of such Third-Party Services in connection with the HOOSITY Services, however You acknowledge and agree as follows: (i) You are solely responsible for purchasing or licensing Third-Party Services as may be required by any such third party; (ii) You shall be subject to any applicable terms governing such Third-Party Services, which are in addition to this Agreement; (iii) You shall pay all fees charged by such third party for such Third-Party Services, and recognize that the terms governing such fees (including any price adjustments) are not necessarily in HOOSITY’s control, even if payment is facilitated through the HOOSITY Services; (iv) regardless of HOOSITY’s assistance, You are solely responsible for installing and maintaining any Third-Party Services at Your expense; and (v) HOOSITY SHALL NOT BE LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES, and any assistance provided by HOOSITY in connection with such Third-Party Services shall not alter Your responsibility or Our liability disclaimer under this section.


You agree and understand that you, and not HOOSITY, are solely responsible for your compliance with the licensing terms of any Third-Party Services or products that are made available to you within the HOOSITY Services. If HOOSITY notifies you of any reporting or compliance obligations to the Third-Party provider, it is your obligation to report your own usage and comply with any licensing terms. HOOSITY will not and does not monitor your compliance. Notwithstanding the foregoing, if any such Third-Party provider finds you (or any of HOOSITY’s customers) non-compliant with the Third Party’s agreement or obligations, HOOSITY reserves the right to terminate the Services or Account of the non-compliant customer, without giving any advance notice. You agree and understand that HOOSITY may and will share all available Customer data with the applicable Third Party if contractually obligated.


(b) Third-Party Sites and Links. The Services may also be linked to other websites that are not HOOSITY properties (collectively, “Third-Party Sites”). You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than HOOSITY, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. HOOSITY does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT HOOSITY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Services to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply HOOSITY's endorsement or recommendation.


(c) Bring Your Own License. Bring Your Own License (“BYOL”) is the process by which you bring your previously purchased licenses to run on our cloud (“HOOSITY Cloud”). Our deployment model has options to meet platform licensing needs, i.e. you can use licenses provided by us or you can bring your own. When you BYOL, any licensing costs of the product you bring is removed from the price of the instance, and you are solely responsible for managing your licenses.


HOOSITY is a Microsoft Authorized Mobility Partner (AMP) and participates in Microsoft Software Assurance program. The License Mobility program is part of Microsoft Software Assurance and allows you to bring specific Microsoft product licenses to a new cloud infrastructure. Please visit the Microsoft Product Terms at http://www.microsoft.com/licensing/about-licensing/product-licensing.aspx to view a full list of eligible products.

All HOOSITY customers using License Mobility through Microsoft Software Assurance are required to complete the license verification process. Once completed, Microsoft will validate that you have eligible licenses with active Software Assurance.

To start the verification process and review additional details, please go to: https://www.microsoft.com/en-us/licensing/licensing-programs/software-assurance-license-mobility.aspx.

Please be aware that in every instance, now or at a future time, verification must be completed within ten (10) days of deploying eligible Microsoft Server Application Instances. Upon successfully completing and submitting the verification process, Microsoft will provide a confirmation to you and to HOOSITY.

When completing the verification submission form, please submit via email to Microsoft at: electagr@microsoft.com and copy HOOSITY at: amp@hoosity.com.

Eligible Microsoft server applications can be deployed on the HOOSITY Cloud using existing active licenses through the Software Assurance program. This option allows you to move your existing work environments more conveniently to the HOOSITY Cloud, without any additional Microsoft software licensing fees. This licensing feature is available to Microsoft Volume Licensing customers with eligible server applications covered by active Microsoft Software Assurance (SA) contracts. For further guidance and details, please review the License Mobility & Software Assurance guidelines at Microsoft License Mobility. Your acceptance of these terms is your acknowledgment of the requirements to complete the Microsoft License mobility verification.

If you use third party services on the HOOSITY platform, you permit us to send your data to those services.

If you use third party services you agree that we do not provide a warranty nor are we responsible for their legal terms, so get advice beforehand, and read their online terms and policies.

You can bring your own third-party licenses to the HOOSITY Services or you can contract third-party licenses through us.


14. THE HOOSITY MARKETPLACE


As part of our Services we may offer access to our online marketplace (the “HOOSITY Marketplace”) for third-party and proprietary cloud and downloadable software applications, plugins and extensions (the “Apps”) that are designed to interoperate with our Services, software and cloud offerings. Please refer to our App Marketplace Terms as these may be amended from time to time, before downloading or using Apps from our HOOSITY Marketplace. The App Marketplace Terms are hereby incorporated by reference.


15. INTELLECTUAL PROPERTY RIGHTS


(a) The Services and all proprietary and intellectual property rights embodied and practiced therein, including the look-and-feel of the Site, are and shall remain HOOSITY's property (or the property of HOOSITY's licensors). Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner HOOSITY's company names, logos, product and service names, trademarks or services marks or those of HOOSITY's licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically and you must stop using the Services and immediately destroy any Materials downloaded or printed from the Service.


(b) All Services provided by HOOSITY may only be used for lawful purposes.


(c) As between You and HOOSITY, HOOSITY acknowledges that it claims no proprietary rights in or to Your Content. You hereby grant to HOOSITY a non-exclusive, worldwide and royalty-free license to copy, make derivative works, display, perform, use, broadcast and transmit on and via the Internet Your Content, solely for the benefit of You and to enable HOOSITY to perform its obligations under these Terms.


(d) In connection with performance of the Services and at the sole discretion of HOOSITY, HOOSITY may (but is not obligated to) provide You with certain Materials including, without limitation, computer software (in object code or source code form), data, documentation or information developed or provided by HOOSITY or its suppliers under these Terms, domain names, electronic mail addresses and other network addresses assigned to You, and other know-how, methodologies, equipment, and processes used by HOOSITY to provide You with the Services. Subject to these Terms, HOOSITY hereby grants You a limited, revocable, non-transferable, non-exclusive license to use the Materials solely in connection with the Services. This license terminates when these Terms terminate. As between You and HOOSITY, You acknowledge and agree that HOOSITY owns all right, title, and interest or otherwise has acquired all applicable licenses for the Materials, and all copyright, trade secret, patent, trademark and other intellectual property rights therein. Any use of the Materials after termination of these Terms is not licensed and strictly prohibited. You agree that You will not upload, transmit, reproduce, distribute or in any way exploit any Materials obtained through the Services without first obtaining express written permission to do so from HOOSITY.


(e) If We are required to enlist the assistance of an Attorney or other person to collect any liquidated damages or any other amount of money from You, or if We are required to seek the assistance of an Attorney to pursue injunctive relief against You, or if We are required to file an ICANN complaint against You in order to bring about the transfer of an offending URL to Us from You, then You additionally agree that You will reimburse Us for all fees incurred in order to collect these liquidated damages, or in order to seek injunctive relief from You, or in order to file and prosecute an ICANN complaint.


(f) You understand that even a nominal amount of damages may require the expenditure of extensive legal fees, travel expenses, costs, and other amounts that may dwarf the liquidated damages themselves. You agree that You will pay all of these fees and costs.


We give you permission to use the Services and our materials and if we end up providing you with any additional software, these terms apply to it.

We hope that you love the HOOSITY Services, but there are some legal boundaries when it comes to using our names and trademarks. Reach out to us before doing so.

16. ADDITIONAL PROVISIONS REGARDING THE SERVICES


16.1 Back ups & data loss. You agree that Your use of HOOSITY's Services is at Your own risk, and that HOOSITY is not liable for any data loss in connection with its Services. You are solely responsible for creating backups of Your Content. If, during Our own routine maintenance, We do create a backup of Your Content which You later request Us to restore to Your account, We cannot guarantee that we will be able to do so, or that Your Content will be unharmed as a result of the initial data loss or the subsequent restore procedure. To that end, We highly recommend that You establish Your own routine backup procedure and that You periodically test restoring files from Your backup media to ensure that You are making viable backups. Should you wish for HOOSITY to provide you with routine backup services, in addition to the Services provided under these Terms, please Contact Us. We offer many different backup solutions as an add-on service to Our regular Services, and all such services are provided through a separate, written agreement.

16.2 Resource Usage. HOOSITY reserves the right to suspend services or disable accounts if the account unduly stresses system resources. HOOSITY will advise You of a temporary block placed on any account found to be consuming an inordinate amount of system resources, to the point of degrading overall system performance.

16.3 Security. Any violation of the security to the Services is prohibited and may result in criminal and civil liability. Unauthorized Access of the servers used to provide the Site, Services, and/or Materials (the "Servers") is strictly prohibited and is a violation of these Terms and the AUP. You agree not to engage in such activity or to attempt to breach the Servers for the purpose of altering or manipulating the hardware or software, compromising the Servers, or for any other unauthorized use commonly known as "hacking." In the event You are involved in any violation of system security, We reserve the right to release information about You to system administrators at other sites in order to assist in resolving security incidents, and We shall also cooperate with any law enforcement agency investigating a criminal violation of system, cyberthreats, or network security. Additionally, any violation of these security provisions may, at Our sole discretion, be grounds for Termination for Cause of Your Account as per these Terms.

16.4 Bandwidth usage. Your monthly bandwidth allowance is determined by the specific package for which You sign up. If Your account exceeds Your monthly allowance, we reserve the right to charge you overage fees.


17. HIPAA SERVICE OFFERING AND YOUR OBLIGATIONS


As part of our Services, we may offer Virtual Private Servers that are configurable for compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) (collectively, the “Configurable HIPAA Server”). You agree that at all times You shall be compliant with HIPAA and HITECH requirements, as applicable, including full compliance when configuring your Configurable HIPAA Server.

The steps You will need to take to comply with HIPAA and HITECH when using HOOSITY will vary based on Your implementation. When contracting with HOOSITY for this service, we will provide you with the applicable documentation, including a list of your obligations, and you agree and understand that you will undergo an architectural review before you can deploy your HIPAA Server, and that you will execute an acknowledgement with HOOSITY to this effect.

You are fully responsible for the security of data on Your HIPAA Server or otherwise in Your possession. You agree to comply with all applicable state and federal laws and rules in connection with Your collection, security, and dissemination of any protected health information (“PHI”) on Your HIPAA Server. If we believe that it is necessary based on Your implementation and we request it of You, then You will promptly provide us with documentation evidencing Your compliance with HIPAA and HITECH. You also agree that You will use only HIPAA compliant service providers in connection with the storage, or transmission of PHI. Information on the HIPAA rules can be found on the HHS website. It is Your responsibility to comply with these standards. As long as Your Account is active, You shall be responsible for managing, retaining and backing up any of Your Content. HOOSITY does not have access to Customer Content stored within HIPAA Servers; nor do we provide backup services. Other than as required by applicable law or legal process or as otherwise agreed, HOOSITY shall not be responsible for retaining a HIPAA Server or Your Content after account termination or for archiving purposes. You acknowledge that, unless you instruct us otherwise, all Content will be securely deleted by HOOSITY after the account is terminated, subject to these Terms. We provide certification of destruction if required.

18. UPTIME GUARANTEE


HOOSITY offers You a Service Level Agreement ("SLA") guaranteeing certain availability of Our Services. To be eligible for any credits to Your account, You must follow the specific procedures set forth in the SLA for notifying Us of Your desire for credits. You understand and agree that the failure to follow the procedure in the SLA within three (3) days of the triggering event will result in Your waiver of any right to receive credits. SLA credits expire one (1) year after issuance and are not redeemable for cash.


19. INTERACTIONS BETWEEN USERS


You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Service. HOOSITY may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Service. HOOSITY reserves the right, but has no obligation, to monitor or become involved in any way with these disputes. You will fully cooperate with HOOSITY to investigate any suspected unlawful, fraudulent or improper activity, including, but not limited to, granting HOOSITY access to any password-protected portions of your Account. HOOSITY reserves the right to restrict, suspend, or close your account if HOOSITY determines, in our sole discretion, that doing so is necessary or in our best interests.

If you have a dispute with one or more Users, you release HOOSITY (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.


20. NO WARRANTIES


YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS, WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. HOOSITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, HOOSITY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES HOOSITY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN ANY SOFTWARE, HARDWARE OR THE SERVICES WILL BE CORRECTED. ANY STATEMENTS MADE REGARDING SUCH MATTERS IN PROMOTIONAL MATERIALS SHALL BE CONSIDERED ADVERTISING REFERENCES, AND NOT WARRANTIES. YOU UNDERSTAND AND AGREE THAT ANY USE YOU MAKE OF ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

HOOSITY HAS NO CONTROL OVER THE CONTENT OF THIRD-PARTY SERVICES. USE OF ANY THIRD-PARTY SERVICES WILL BE AT YOUR OWN AND SOLE RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF A SEPARATE AGREEMENT BETWEEN YOU AND THE THIRD PARTY.

HOOSITY MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HOOSITY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY, WHETHER BY IMPLICATION, ESTOPPEL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY MARKETING OR PROMOTIONAL MATERIALS DESCRIBING THE SERVICES ON HOOSITY'S WEBSITE.

UNLESS OTHERWISE AGREED TO IN WRITING, HOOSITY DOES NOT MAKE A BACK-UP OF YOUR SITE(S) AS PART OF THE SERVICES. ACCORDINGLY, WE ENCOURAGE YOU TO MAKE A BACK-UP OF YOUR SITE(S) ON A REGULAR BASIS.

Services are “as is” so it may have errors or interruptions and we provide no warranties and our liability is limited.


21. LIMITATION ON LIABILITY


YOU ARE SOLELY RESPONSIBLE FOR CONTENT, THE OPERATION AND SECURITY OF YOUR ONLINE PORPERTIES AND/OR CONDUCT OF YOUR BUSINESS AND ALL OTHER MATTERS UNDER YOUR CONTROL. IN NO EVENT SHALL HOOSITY BE LIABLE TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO CONTENT, THE OPERATION OR SECURITY OF YOUR WEB-SITE AND/OR BUSINESS OR FAILURE TO OPERATE YOUR WEB SITE AND/OR BUSINESS.

THIS SECTION APPLIES TO ALL CLAIMS BY YOU OR YOUR END USERS IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING THE CLAIM, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, STRICT LIABILITY, FRAUD, AND/OR MISREPRESENTATION.

REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT WILL HOOSITY, OUR AFFILIATES, CONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OR LICENSORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES, TECHNOLOGY, OR CONTENT AVAILABLE ON THE SERVICES ("AFFILIATES"), BE LIABLE TO YOU IN ANY MANNER WHATSOEVER: (A) FOR ANY DECISION MADE OR ACTION OR NON-ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICES; (B) FOR LOSS OR INACCURACY OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF REPUTATION, FOR BUSINESS INTERRUPTION OR SIMILAR ACTION, EVEN IF HOOSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; or (D) FOR YOUR USE OF ANY THIRD-PARTY SERVICES.

THE TOTAL AGGREGATE AND MAXIMUM LIABILITY OF HOOSITY AND THE AFFILIATES, ARISING FROM OR OTHERWISE RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR CLAIM) IS LIMITED TO ANY AMOUNTS YOU HAVE PAID TO HOOSITY DURING THE SIX (6) MONTHS PRIOR TO THE ACCRUAL OF THE CAUSE OR CAUSES OF ACTION.


22. INDEMNIFICATION


You agree to defend, indemnify, and hold HOOSITY and its Affiliates harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from (a) any breach of Your covenants under these Terms; (b) Your use of the Services; (c) any defamatory, libelous or illegal material contained within User Content or Your information and data; (d) any claim or contention that Your Content, Your information and data, or Your use of any Third-Party Services infringes any third party's patent, copyright or other intellectual property rights or violates any third party's rights of privacy or publicity; (e) any third party's access or use of User Content or Your information and data; (f) any violation of the applicable Policies (see Sections 10 and 11). In the event of a claim under this section, HOOSITY shall be permitted to select legal counsel to provide a defense to such claim. HOOSITY reserves the right, at its own expense, to participate in the defense of any matter otherwise subject to indemnification from You, but shall have no obligation to do so. You shall not settle any such claim or liability without the prior written consent of HOOSITY, which shall not be unreasonably withheld.


23. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.


Please read this carefully if you are a resident of the United States of America. It affects your rights.

(a) Applicable Law. These Terms and any dispute that may arise between you and HOOSITY shall be governed by and construed in accordance with the Federal Arbitration Act, applicable federal law and the laws of the State of New Jersey, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against HOOSITY must be resolved exclusively by a state or federal court located in Palm Beach County, Florida, except as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in Palm Beach County, Florida for the purpose of litigating all such claims or disputes.

(b) Dispute Resolution. Before either party may seek arbitration as provided below, the party must first send to the other party a written notice of dispute (“Notice") describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and HOOSITY may attempt to resolve the claim or dispute informally. If you and HOOSITY do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding as provided below.

(c) Arbitration. You agree that HOOSITY may elect to resolve the dispute in a cost-effective manner through binding arbitration (including non-appearance-based arbitration). In the event HOOSITY elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through the American Arbitration Association or another established alternative dispute resolution provider (collectively, “ADR”) chosen by HOOSITY. The ADR provider and the parties must comply with the following rules: (i) at HOOSITY’s option, the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, in which case the location of the arbitration shall be Palm Beach County, Florida, and (iii) the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief. Arbitral Claims shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims under applicable worker's compensation law, unemployment insurance claims, intellectual property claims, actions for injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in Palm Beach County, Florida and conducted by a single arbitrator, knowledgeable in the subject matter of the dispute. Except as provided below, the party bringing the action shall be responsible for paying all costs for arbitration, including the arbitrator's fees. Each party shall bear its own attorneys' fees (except if the matter is for the collection of a debt owed, the prevailing party shall be awarded its attorneys’ fees, all arbitration costs and arbitrator fees, in addition to all other applicable remedies). The arbitrator shall have no authority to award any punitive or exemplary damages; certify a class action; add any parties; vary or ignore the provisions of these Terms, and shall be bound by governing and applicable law. The arbitrator shall be willing to execute an oath of neutrality. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.

(d) Waiver of Jury Trial. YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. In the event any litigation should arise between you and HOOSITY in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER

You agree to negotiate disputes with us before resorting to legal means, and you agree to arbitration in Florida in the event of any claims between us.


24. EXPORTS


You understand and acknowledge that the software elements of the Materials may be subject to regulation by agencies of the U.S. Government, including the U.S. Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. You will not assist or participate in any such diversion or other violation of applicable U.S. laws and regulations. You warrant that You will not license or otherwise permit anyone not approved to receive controlled commodities under applicable U.S. laws and regulations and that You will abide by such laws and regulations.


25. GOVERNMENT RIGHTS


The software elements of the Materials have been developed at private expense and are "commercial computer software" or "restricted computer software" within the meaning of the FARs, the DFARs, and any other similar regulations relating to government acquisition of computer software. Nothing contained herein will be deemed to: (i) grant any government agency any license or other rights greater than are mandated by statute or regulation for commercial computer software developed entirely at private expense, or (ii) restrict any government rights in any extensions or custom solutions provided hereunder and developed at government expense.


26. ELECTRONIC COMMUNICATIONS


The communications between you and HOOSITY use electronic means, whether you visit the HOOSITY Site, send HOOSITY e-mails, or use the Services or whether HOOSITY posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from HOOSITY in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that HOOSITY provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights. Where HOOSITY requires that you provide an e-mail address; you are responsible for providing HOOSITY with your most current e-mail address. In the event that the last e-mail address you provided to HOOSITY is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, HOOSITY’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Evidence of successful transmission shall be retained. Each of the parties agrees to the following for all electronic communications: (i) The user identification of a sender, contained in an electronic communication, is legally sufficient to verify the sender's identity and the communication's authenticity; (ii) An electronic communication sent by You containing Your user identification establishes You as its originator and has the same effect as a document with Your written signature on it; and (iii) An electronic communication, or any computer printout of it, is valid proof of the validity of the original document of the electronic communication.


27. GENERAL


These Terms together with our Privacy Policy and related notices, Acceptable Use Policy, Copyright Policy, Anti-Spam Policy, our SLAs, our Referral Program Terms, our App Marketplace Terms, any separate Contract we may have executed directly with you, and any Additional Terms that we may make available from time to time through our internet properties, constitute the entire agreement between you and HOOSITY regarding your use of our Services and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign these Terms without restriction. HOOSITY is an independent contractor; nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between the parties. Beginning upon commencement of the Services to You and continuing for a period of two (2) years after the termination of these Terms or after any other cancellation or termination of Your account or Services with Us, You agree not to directly or indirectly, solicit, hire, contract, or otherwise employ any HOOSITY employee who was an employee during the term of these Terms (including the Initial Term and any successive terms), to work for You or any other firm, person or business, of whatever character, corporate or otherwise. Headings. Section and subsection headings of these Terms are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. HOOSITY shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, public health emergencies, pandemics, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software for so long as such event continues to delay HOOSITY's performance.

If we choose not to enforce any of these provisions at any time, it does not mean that we give up that right later.


28. CONTACT US


If you have any questions about these Terms or otherwise need to contact HOOSITY for any reason, you can reach us at with a copy to legal@hoosity.com.


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