End User Service Agreement
Halo End User Service Agreement
www.haloservicesolutions.com
End User Service Agreement
This end-user subscription agreement (“agreement”) is a legal agreement between the person, company, or organization that has ordered the services (“You” or “customer”) and Halo Service Solutions Ltd and its affiliates (“Halo Service Solutions Ltd”). Please read the terms and conditions of this agreement carefully before accessing or using the services. By using the services, you are accepting and agreeing to become bound by the terms of this agreement. Unless expressly specified otherwise by an executed written agreement by and between You and Halo Service Solutions Ltd, this agreement represents the entire agreement concerning the services between You and Halo Service Solutions Ltd.
1. DEFINITIONS and ROLES
For purposes of this Agreement, the following definitions shall apply:
a) “Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control by Halo Service Solutions Ltd.
b) “Reseller(s)” is acknowledged as the entity responsible for managing pricing, invoicing, and financial transactions. Halo Service Solutions Ltd remains responsible for the functionality, support, and updates of the software platform.
c) “Services” shall mean the web-based automated software as a service platform consisting of features, tools, and services, as detailed in the Order Form, to which You are granted access by Halo Service Solutions Ltd under this Agreement, including any updates thereto and support services.
d) “Documentation” shall mean the user manual of the Services, the Support Services Policy (as defined herein) as well as any other materials and documentation provided by Halo Service Solutions Ltd as part of the services, as may be made available by Halo Service Solutions Ltd, at its sole discretion, and as may be amended from time to time, at its sole discretion.
e) “User(s)” shall mean those individuals authorized by You or on Your behalf to use the Services up to the number allowed under the Order Form.
f) “Order” shall mean a purchase order or mutually agreed-upon document between You and the reseller for the subscription of services provided by Halo Service Solutions Ltd.
g) “Your Data” refers to the data provided by You that resides in Your Services environment, including, without limitation, Third Party Content (as defined herein), files, materials, data, text, audio, video, images, or other content and information submitted by You and others to the Services.
h) “Software” means all software in object code form, licensed to You by Halo Service Solutions Ltd in accordance with the terms and subject to the conditions of a separate Agreement.
i) “Support Services” shall mean, collectively, the following services that may be provided by Halo Service Solutions Ltd to its customers, at its sole discretion: (i) the support for the correction of errors in the Services; and (ii) provision of Updates to the Services. Support Services are purchased and provided as a single service and cannot be purchased or provided independent of each other (the “Support Services Policy”).
j) “Update(s)” shall mean modifications, corrections, updates, and enhancements to the Services, in its sole discretion, makes generally available as part of its Support Services, from time to time, including those intended to correct an error in the Services, and that may or may not include additional features, level of performance, and/or functionality for the Services.
ROLES
k) Reseller: Responsible for managing pricing, invoicing, and all financial transactions related to the Services. The Reseller also provides first-line support for non-technical issues related to subscriptions and billing.
l) Halo Service Solutions Ltd: Responsible for the provision of the Services, including all technical support, updates, and the overall functionality of the platform. Halo Service Solutions Ltd. will address any service-related technical issues that are escalated by the Reseller.
2. GRANT OF RIGHTS
a) Subscription Rights.
Subject to the terms and conditions set forth in this Agreement, upon Halo Service Solutions Ltd’s reseller’s acceptance of Your Order Form, You are granted a non-exclusive, non-assignable, royalty-free, worldwide limited right to use the Services solely for Your internal business operations. Subject to the terms of the Agreement, You may allow Your Users to use the Services for this purpose, and You are responsible for Your Users’ compliance with this Agreement.
b) Registration.
To obtain access to the Service, You must enroll an account with Halo Service Solutions Ltd in Your name to enable the access and use of it. You are responsible for maintaining the confidentiality of Your user credentials and password. It is strictly prohibited to share Your user credentials and password with any other person; it is Your sole responsibility to protect Your user credentials and password, and to refrain from sharing such with any other person. You understand and agree that You are liable for any activity performed by any person using Your account.
c) Access through Software.
Halo Service Solutions Ltd may grant You access to the Services through the Software, through which, You will be able to upload certain outputs of the Software to the Services. Hence, You shall have the sole responsibility to obtain any consent, to the extent required, to upload such outputs to the Services and for any use of such outputs.
d) Consent to Use of Data.
You agree that Halo Service Solutions Ltd may collect, use, store, and transmit technical and information relating to Your use of the Services. Such collected data may identify Your computer (including the Internet Protocol Address), operating system, and Services usage, which may be gathered periodically by Halo Service Solutions Ltd. Halo Service Solutions Ltd may use this information combined with personal information for marketing purposes and to improve its products and services. It may also share that data with its third-party service providers, provided that any such use and disclosure shall be made in a form that does not personally identify You and does not make any correlation between You and Your Data. All data provided to Halo Service Solutions Ltd and/or collected by Halo Service Solutions Ltd in connection with Your access to, and use of, the Services, are collected, used, stored, and transmitted in accordance with Halo Service Solutions Ltd’s Privacy Statement located at https://haloitsm.com/privacy-policy. In the event of a conflict between this section and the terms of Halo Service Solutions Ltd’s Privacy Statement, the terms of the Privacy Statement shall prevail.
3. PROVISION OF THE SERVICES
a) Suspension.
Halo Service Solutions Ltd reserves the right to temporarily suspend or terminate Your access to Your Data at any time in its sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. In addition, Halo Service Solutions Ltd may add or remove functionalities or features to the Service and may suspend or stop providing any features associated with the Services.
b) Removal of Data.
Halo Service Solutions Ltd does not tolerate any infringement of copyright or other intellectual property rights by Your Data or any other violation of this Agreement. It will respond to notices of alleged copyright infringement that comply with the DMCA and are properly provided to Halo Service Solutions Ltd. Halo Service Solutions Ltd does not pre-screen Your Data. However, Halo Service Solutions Ltd shall have the right to remove Your Data that it becomes aware of and determines to be harmful, offensive, or otherwise in violation of the Agreement. Halo Service Solutions Ltd may also terminate repeat infringers, as determined in its Terms and Conditions, located at https://haloitsm.com/terms-and-conditions.
4. YOUR OBLIGATIONS
a) Compliance with Laws.
You will comply with all applicable laws, statutes, regulations, and ordinances.
b) Compliance with Copyrights.
You will:
(i) Be solely responsible for the nature, quality, and accuracy of Your Data;
(ii) Ensure that Your Data (including the storage or transmission thereof) complies with this Agreement and any and all applicable laws and regulations;
(iii) Promptly handle and resolve any notices and claims relating to Your Data, including any notices sent to You by any person claiming that any of Your Data violates any person’s rights, such as takedown notices pursuant to the Digital Millennium Copyright Act (DMCA) of 1998; and
(iv) Maintain appropriate security, protection, and backup copies of Your Data, which may include Your use of additional encryption technology to protect Your Data from unauthorized access.
Halo Service Solutions Ltd will have no liability of any kind as a result of the deletion, correction, destruction, damage to, loss of, or failure to store or encrypt Your Data.
c) Third-Party Contents.
In order for Halo Service Solutions Ltd to provide You with certain Services, it is required that You obtain access to information and content of third parties (“Third-Party Content”) that is required in connection with the Services. Such sharing of access and/or disclosure of Third-Party Content shall be at Your own risk and responsibility. You hereby represent and warrant to Halo Service Solutions Ltd that You have the right to include such Third-Party Content in Your Data.
5. INTELLECTUAL PROPERTY RIGHTS
a) Halo Service Solutions Ltd Ownership.
The rights granted to You under Section 2 give You limited subscription access to use the Services. You acknowledge and agree that all rights, title, and interest, including, without limitation, all copyrights, trademarks, trade names, logos, and service marks, trade secrets, know-how, patents, licenses, designs, algorithms, utility models, and all improvements thereto, and any other intellectual property rights in and to the Services and Documentation, are owned solely by Halo Service Solutions Ltd (or its third-party licensors).
b) Your Ownership.
Except for material that Halo Service Solutions Ltd licenses to You under a separate agreement, Halo Service Solutions Ltd does not claim ownership of Your Data that is transmitted, stored, or processed as part of the Services. Halo Service Solutions Ltd also does not control, verify, or endorse Your Data that You and others make available on the Services.
You represent and warrant that:
(i) You have all the rights in Your Data necessary for the purpose of this Agreement and the use of the Services; and
(ii) The storage, use, or transmission of Your Data does not violate any law or this Agreement.
6. CONFIDENTIALITY
Each party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) certain confidential technical and business information which the Disclosing Party desires the Receiving Party to treat as confidential.
“Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, electronically, or by inspection of tangible objects (including, without limitation, documents, prototypes, equipment, technical data, trade secrets and know-how, product plans, services, suppliers, customer lists and customer information, prices and costs, markets, software, databases, developments, inventions, processes, formulas, technology, employee information, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets, and other business information), which is designated as “Confidential,” “Proprietary,” or some similar designation at or prior to the time of disclosure, or which should otherwise reasonably be considered confidential by the Receiving Party.
Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information shall not, however, include any information which the Receiving Party can document:
(i) Was publicly known and made generally available prior to the time of disclosure by the Disclosing Party or an authorized third party;
(ii) Becomes publicly known and made generally available after disclosure through no action or inaction of the Receiving Party in violation of any obligation of confidentiality;
(iii) Is already in the possession of the Receiving Party at the time of disclosure;
(iv) Is lawfully obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or
(v) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
The Receiving Party agrees to:
(i) Take reasonable precautions to protect such Confidential Information; and
(ii) Not use or divulge to any third person any such Confidential Information.
Without derogating from the foregoing, the Services contain valuable, confidential information and trade secrets, and unauthorized use or copying is harmful to Halo Service Solutions Ltd. As such, Confidential Information may not, in any manner, be disclosed or shared by You with any third party.
7. TRIAL USE OF SERVICES
If specified in the Order Form, Halo Service Solutions Ltd may, at its sole and absolute discretion, give You access to certain Services for trial, non-production purposes subject to the terms and conditions of the Agreement. Services acquired for trial purposes are provided “as is” and Halo Service Solutions Ltd does not offer any warranties for such Services under trial.
Notwithstanding anything in this Agreement to the contrary, Section 9 (Limitation of Liability) shall not apply to the Services during a trial period.
8. LIMITED WARRANTY; DISCLAIMER; EXCLUSIVE REMEDY
a) Limited Warranty.
Halo Service Solutions Ltd warrants that the Services will perform in all material respects in accordance with the Documentation associated therewith. If the Services provided to You during the Subscription Term were not performed as warranted, You must provide written notice to Halo Service Solutions Ltd and/or the chosen reseller no later than five (5) business days after discovering such non-compliance.
b) Exclusive Remedies.
Halo Service Solutions Ltd will use reasonable efforts to remedy any prolonged significant non-conformance in the Services that is reported to Halo Service Solutions Ltd pursuant to Section 8(a) above, and that Halo Service Solutions Ltd can reasonably identify and confirm. Halo Service Solutions Ltd, at its discretion, will repair, replace, or provide a reasonable workaround to any such non-conforming or defective Services, or, in extreme conditions, grant a credit to You in an amount as determined by Halo Service Solutions Ltd, at its sole discretion.
This Section 8(b) sets forth Your sole and exclusive remedy and Halo Service Solutions Ltd’s entire liability for any breach of warranty or other duty related to the Services. Any unauthorized modification of the Services, tampering with the Services, use of the Services inconsistent with the accompanying Documentation, or related breach of this Agreement voids the warranty.
c) Disclaimer.
Halo Service Solutions Ltd does not guarantee that the Services will be performed error-free or uninterrupted, that all service errors will be corrected, or that the algorithms used in the Services will be complete or accurate. You acknowledge that Halo Service Solutions Ltd does not control the transfer of data over communications facilities, including the Internet, and that the Service may be subject to limitations, delays, interruptions, and other problems inherent in the use of such communications facilities.
Halo Service Solutions Ltd is not responsible for any delays, delivery failures, or other damage resulting from such problems. To the extent not prohibited by law, these warranties are exclusive, and there are no other express or implied warranties or conditions, including for hardware, systems, networks, or environments, or for merchantability, satisfactory quality, and fitness for a particular purpose.
No oral or written information or advice given by Halo Service Solutions Ltd, its employees, distributors, dealers, or agents shall increase the scope of the above warranties or create any new warranties.
d) Third-Party Content Disclaimer.
Halo Service Solutions Ltd makes no guarantees concerning the accuracy, reliability, currency, or quality of the Third-Party Content, including any content displayed through or while using the Services. Halo Service Solutions Ltd shall not be liable for the performance of software and systems owned by any third parties or for services and information provided, maintained, or controlled by third parties.
9. LIMITATION OF LIABILITY; INDEMNITY
a) Limitation of Liability.
To the maximum extent permitted by applicable law, in no event shall Halo Service Solutions Ltd, its employees, distributors, dealers, or agents be liable to You, Your affiliates, employees, distributors, dealers, or agents for indirect, special, incidental, or consequential damages of any kind arising from this Agreement, the access or use of the Services, and Your Data, whether resulting from tort (including negligence), breach of contract, product liability, or other forms of action, even if advised of the possibility of such damage and notwithstanding the failure of essential purpose of any remedy.
You expressly assume all responsibility for any damages, lost data, lost profits, and other consequential damages that may result in any way out of this Agreement, including, without limitation, use of the Services.
b) Indemnity.
Your use of the Services, including any outputs of the Services, is at Your sole discretion and risk, and You assume any and all liability in connection with such use. You will indemnify and hold Halo Service Solutions Ltd, its officers, directors, agents, subsidiaries, joint ventures, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
(i) Your breach of this Agreement;
(ii) Your violation of any law or the rights of a third party, including, without limitation, privacy rights and intellectual property rights;
(iii) Your use of the Services and/or its outputs, including, without limitation, Your Data and any reports or other materials containing Your Data;
(iv) Your failure to obtain required consents, authorization, permits, or otherwise for the use of Your Data in connection with the Services.
10. MISCELLANEOUS
a) No Assignments.
You may not sell, lease, assign, or otherwise transfer, in whole or in part, Your rights under this Agreement without the express written consent of Halo Service Solutions Ltd. However, such consent shall not be unreasonably withheld if You assign this Agreement to an acquirer or Affiliate in connection with a merger, acquisition, or sale of all or substantially all of Your assets.
b) Entire Agreement.
This Agreement constitutes the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements.
c) Modifications.
Halo Service Solutions Ltd may amend this Agreement at any time by providing You with reasonable notice, including by posting an amended version of this Agreement.
d) Unenforceable Terms.
Should any term of this Agreement be declared void or unenforceable, such declaration shall have no effect on the remaining terms hereof.
e) Failure to Enforce Does Not Constitute Waiver.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach shall not be deemed a waiver of future enforcement rights.
