Last Updated: February 24, 2024 (v2.0.0)
Hakkiri Software: Hakkiri Software (hereinafter ‘Hakkiri’) is a platform that empowers businesses (“ Users ” or “ You ” or “ Yourself ”) to deliver with predictability by providing delivery tracking and reporting for Jira. Hakkiri enables users to create customizable roadmaps for tracking work and deliverables. Hakkiri is offered on the Atlassian Marketplace (“Marketplace”), an online platform that develops collaboration and productivity software such as Hakkiri.
Hakkiri is provided by:
Hakkiri Software, Inc. (“ Hakkiri ”or “ We ”)
10537 Doyle Rd.
Deerfield, NY 13502
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS.
1.1 Agreement. This Agreement is a binding legal agreement between the users and Hakkiri. If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “ you ” and “ your ” in this Agreement are referring to that entity. You and Hakkiri are sometimes referred to in this Agreement individually as a “ Party ” and collectively as the “ Parties ”.
This Agreement applies to any use of Hakkiri, whether in connection with a paid subscription or a free trial.
1.2 Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to https://www.hakkiri.io/terms-and-conditions (or such other URL as specified by Hakkiri). If we make any material changes to the Agreement, we’ll also notify you within the Software Service or by sending you an email. If you continue using Hakkiri after any changes, it means you have accepted them. If you do not agree to any changes, you must stop using the Services. It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement. The legend at the top of the Agreement indicates when it was last changed.
2.1 Access and Use. Hakkiri will make the Services to which you have subscribed available to you, subject to the terms and conditions of this Agreement. Subject to and conditioned on User's and its Authorized Users' compliance with the terms and conditions of this Agreement, Provider hereby grants User a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein.
2.2 Changes to Services : We reserve the right to suspend Hakkiri in connection with a Force Majeure event or if we believe any malicious software is being used in connection with your account. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of Hakkiri at any time. If we make any material changes to Hakkiri, we will notify you by sending you an email. Notwithstanding the above, we have no obligation to update or enhance Hakkiri or to produce or release new versions of Hakkiri.
2.3 User Accounts: To access and use Hakkiri, you will be required to register or create an account and provide information about Yourself to Us or to the Marketplace. You will be required to follow any account and password guidelines set in place by the Marketplace when providing information about yourself to the Marketplace. When providing information to us, You are required to provide all required data in a complete and truthful manner. You are exclusively responsible for maintaining the confidentiality of Your account password, and you will be required to choose a password that meets the highest standards of strength permitted by Hakkiri. You are also exclusively responsible for all activities that occur in connection with Your username and password. Users are required to immediately and unambiguously inform Hakkiri via the contact details indicated in this document, if they think their personal information, including but not limited to User accounts, access credentials or personal data, have been violated, unduly disclosed or stolen. We reserve the right to close Your account at any time for any or no reason.
2.4 Eligibility. Hakkiri is only accessible for users who meet certain requirements. By using Hakkiri, Users confirm to meet the following requirements:
2.5 Authority. If You use the Site on behalf of a company, entity or organization, You represent that You are an authorized representative of such company, entity or organization with the authority to bind it to this Agreement (which authority You hereby exercise). To the extent that You do not meet the eligibility requirements as set forth herein, Hakkiri may, at its sole discretion, elect to terminate Your account.
2.6 Conditions for account registration . Registration of User accounts on Hakkiri is subject to the conditions outlined below. By registering, Users agree to meet such conditions.
2.7 Account termination. Users can terminate their account and stop using the Service at any time by doing the following:
2.8 Account Suspension and Deletion. Hakkiri reserves the right to suspend or terminate the User's account at any time and without notice, at the Owner's sole discretion, in these cases:
The suspension or deletion of User accounts shall not entitle Users to any claims for compensation, damages or reimbursement.
The suspension or deletion of accounts due to causes attributable to the User does not exempt the User from paying any applicable fees or prices.
3.1 Use Restrictions: You shall not, and shall not permit any other Person to, access or use Hakkiri or Hakkiri Materials except as expressly permitted by this Agreement and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, User shall not, except as this Agreement expressly permits:
Hakkiri reserves the right to revoke these permissions at any time and without notice.
4.1 Liability for Affiliates and End Users. You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors and independent contractors. You will ensure that your Affiliates and Authorized Users comply with relevant provisions of this Agreement, including any Additional Terms and acceptable use policies provided or made available by Hakkiri, and any applicable local, state, national and foreign laws, including those related to data privacy and transmission of personal data, at all times while using Hakkiri. Any reference in this Agreement to your “access” or “use” of Services (or similar phrase) is deemed to include access or use, as appropriate, by Affiliates and/or Authorized Users, and any act or omission of an Affiliate or Authorized User that does not comply with this Agreement will be deemed a breach of this Agreement by you.
4.2 Effect of User Failure or Delay . Hakkiri is not responsible or liable for any delay or failure of performance caused in whole or in part by User's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "Customer Failure").
4.3 Corrective Action and Notice. If User becomes aware of any actual or threatened activity prohibited by Section 3.1, User shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to Hakkiri and Hakkiri Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Hakkiri of any such actual or threatened activity.
4.4 Connectivity. Users are solely responsible for all telecommunication or Internet connections required to access the Services, as well as all hardware and software at User’s site. In addition to other third party costs that may apply, User agrees to pay for all telecommunications costs, fees, and services required for and dedicated to User’s access to the Services.
4.5 Data; Unauthorized Access; Maintaining Networks. You will: (a) have sole responsibility for the accuracy and quality of Your Data and for ensuring that your collection and use of Your Data complies with applicable laws, including those related to data privacy and transmission of personal data; (b) prevent unauthorized access to, or use of, the Services, and notify Hakkiri promptly of any unauthorized access or use.
4.6 Usernames and Passwords . Hakkiri may reject or require that you change any username or password under your account. Usernames and passwords are for internal business use only and may not be shared with any third party, including any competitor of Hakkiri. You, and not Hakkiri, are responsible for any use or misuse of usernames or passwords associated with your account.
4.7 Unauthorized or/and illegal use. We may (i) decide not to authorize or settle any transaction that you submit to us, (ii) refund a payment, or (iii) terminate your Account if we believe in our sole discretion that the transaction and/or your Account is in violation of these Terms of Service or any other Hakkiri agreement, or that it exposes other Hakkiri Users or Hakkiri to harm. Harm includes, but is not limited to, fraud and other criminal acts, as determined by Hakkiri in its sole discretion. If we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, and any of your transactions with law enforcement. We may also request information from you at any time for any reason or no reason as part of internal ongoing reviews of transactions and accounts on Hakkiri, and in particular, to assist in investigations of suspicious transactions and/or accounts. You hereby agree to provide us with such information and assistance in a timely manner and acknowledge that services in connection with a suspicious account may be delayed until such account has been cleared by Hakkiri, in its sole discretion. If you do not comply with Hakkiri’s request for information and assistance pursuant to this Section, Hakkiri reserves the right to prohibit you from processing Hakkiri until you have provided such requested information and assistance and are cleared by Hakkiri. If your access to or use of the Services has been restricted or terminated by Hakkiri, you may not register a new Hakkiri account or attempt to access and use Hakkiri through the Hakkiri account of another User.
5.1 Hakkiri Materials . All right, title, and interest in and to Hakkiri Materials, including all Intellectual Property Rights therein, are and will remain with Hakkiri and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. User has no right, license, or authorization with respect to any of the Hakkiri Materials except as expressly set forth in this agreement or the applicable third-party license, in each case subject to this agreement. All other rights in and to Hakkiri Materials are expressly reserved by Hakkiri. In furtherance of the foregoing, User hereby unconditionally and irrevocably grants to Hakkiri an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. Resultant data includes information generated through processing and analysis of aggregate de-identified data relating to the provision, use, and performance of various aspects of the product and services. Resultant data shall only be used where such use cannot reasonably lead to the identification of any user.
5.2 User Materials . As between User and Hakkiri, User is and will remain the sole and exclusive owner of all right, title, and interest in and to all User Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in this agreement.
5.3 Consent to use User materials . User grants Hakkiri, its Subcontractors, and the Provider Personnel a non-exclusive, worldwide, royalty-free license to use the documents, information, graphics, data, content, programming, and other materials it provides to Hakkiri (the “User Materials”) for purposes of performing this Agreement. User will be responsible for obtaining all rights, permissions, and authorizations to provide the User Materials to Hakkiri for use as contemplated under this Agreement. Except for the license granted in this Section, nothing contained in this Agreement will be construed as granting Hakkiri any right, title, or interest in the User Materials.
5.4 Intellectual property Rights . Without prejudice to any more specific provision of these Terms, any intellectual property rights, such as copyrights, trademark rights, patent rights and design rights related to Hakkiri are the exclusive property of Hakkiri or its licensors and are subject to the protection granted by applicable laws or international treaties relating to intellectual property. All trademarks — nominal or figurative — and all other marks, trade names, service marks, word marks, illustrations, images, or logos appearing in connection with Hakkiri are, and remain, the exclusive property of Hakkiri or its licensors and are subject to the protection granted by applicable laws or international treaties related to intellectual property.
6.1 Confidential Information . In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to this Section, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing: all Hakkiri Materials are the Confidential Information of Hakkiri.
6.2 Exclusions . Confidential Information does not include information that (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
6.3 Protection of Confidential Information . Each Party (i) shall maintain and keep the other Party’s Confidential Information strictly confidential (ii) agrees that it will take the same steps to protect the confidentiality of the other Party’s Confidential Information as it takes to protect its own Confidential Information, which shall in no event be less than reasonable steps, and (iii) shall not use the other Party’s Confidential Information for any purpose other than in accordance with this Agreement and shall not disclose such Confidential Information to any person other than its personnel who have a need to know such Confidential Information for the Purpose of this Agreement.
6.4 Compelled disclosures . If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
6.5 Notwithstanding any provision to the contrary, each Party shall be liable for any breaches of Confidentiality and there shall be no limitation on a Party’s liability for claims arising out of a breach of Confidentiality.
7.2 Unauthorized Disclosure. If either Party believes that there has been a disclosure of Your Data in a manner not authorized under this Agreement, such Party will promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
7.3 Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership or access to Your Data, including those involving any current or former owners, co-owners, employees, Affiliates (former or current), or contractors of your business. You acknowledge and agree that Hakkiri has no obligation whatsoever to resolve or intervene in such disputes.
8.2 Trial Period . Users have the option to test Hakkiri or selected Products during a limited and non-renewable trial period, at no cost. Some features or functions of Hakkiri may not be available to Users during the trial period. Further conditions applicable to the trial period, including its duration, will be specified on Hakkiri. The trial period shall end automatically and convert into a paid Subscription unless the User terminates their Subscription before the end of the trial period.
8.3 Term/Subscription. Unless otherwise specified Hakkiri utilizes an open ended subscription. This Subscription allow Users to receive a Product continuously or regularly over time. During the subscription period, subscription automatically renews in successive and consecutive terms, which maybe monthly or annually as elected by user (each a “Renewal Term” and collectively with the Initial Term, the “Subscription Term”) until this Agreement is properly terminated. Paid subscriptions begin on the day the payment is made by User on the Atlassian marketplace and Hakkiri is notified of such purchase. In order to maintain subscriptions, Users must pay the required recurring fee in a timely manner. Failure to do so may cause service interruptions.
8.4 Termination . Either Party may terminate their open ended subscription for any reason or no reason, by sending a clear and unambiguous termination notice to Hakkiri and the Marketplace by visiting http://my.atlassian.com/ or using the contact details provided in this agreement, or — if applicable — by using the corresponding controls inside Hakkiri. If you elect to terminate this Agreement in the middle of a renewal term, you will remain responsible for payment of all fees owed for the respective Renewal Term.
8.5 Termination for Cause. Hakkiri may terminate this Agreement and/or any subscription, effective immediately upon notice to you, if you or an Affiliate are in material breach of this Agreement. Upon termination, you must immediately pay any unpaid Subscription Fees associated with the remainder of the Subscription Term. In no event will any termination relieve you of your obligation to pay any fees payable to Hakkiri for the period prior to the effective date of termination.
8.6 Extra Features. Users that have an active subscription may purchase single extra add-ons or features, described in the relevant section of Hakkiri. Unless otherwise specified, such extras are subject to the same terms applicable to the main Product, including all provisions of this document.
8.7 Right to Terminate or Suspend Services. Hakkiri may suspend or terminate your access to and use of Hakkiri (or any portion thereof) at any time without notice if we believe (a) that any activity or use of Hakkiri in connection with your account violates this Agreement, the intellectual property rights of a third party or applicable laws, or is otherwise disruptive or harmful to Hakkiri or any third party or (b) that we are required to do so by law.
9.1 Hakkiri Indemnification . Hakkiri shall indemnify, defend, and hold harmless User from and against any and all Losses, including but not limited to lawyer's fees and costs, incurred by User resulting from any Action by a third party, other than an Affiliate of the User, that User's use of Hakkiri (excluding User Data and Third-Party Materials) in accordance with this Agreement, infringes or misappropriates such third party's rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from:
(a) Third-Party Materials or User Data;
(b) access to or use of Hakkiri Materials in combination with any hardware, system, software, network, or other materials or service not provided by Hakkiri or specified for User's use in the Documentation;
(c) modification of the Hakkiri Materials other than: (i) by or on behalf of Hakkiri; or (ii) with Hakkiri's written approval in accordance with Hakkiri’s written specification;
(d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to User by or on behalf of Hakkiri; or
(e) A result of act, omission by User
9.2 User Indemnification . User shall indemnify, defend, and hold harmless Hakkiri from and against any and all Losses, including but not limited to lawyer's fees and costs, incurred by Hakkiri resulting from any Action by a third party that arise out of or result from, or are alleged to arise out of or result from:
(a) User Data, including any Processing of User Data by or on behalf of Hakkiri in accordance with this Agreement;
(b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of User or any Authorized User;
(c) allegation of facts that, if true, would constitute User's breach of any of its representations, warranties, covenants, or obligations under this Agreement; or
(d) negligence or more culpable act or omission (including recklessness or willful misconduct) by User, any Authorized User, or any third party on behalf of User or any Authorized User, in connection with this Agreement.
9.3 Sole Remedy. THIS SECTION 9 SETS FORTH PARTIES’ SOLE REMEDIES AND PARTIES’ SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE RESPECTIVE PARTY’S IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HAKKIRI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS, IF ANY, PAID BY USER TO HAKKIRI UNDER THIS AGREEMENT AND IN CONNECTION WITH THE SERVICES HEREIN IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) THE PERIOD OF DURATION OF THE AGREEMNT, IF SHORTER OR (III) US $1.00.
11.1 Accuracy of Your Account Information. You agree to provide Hakkiri with complete and accurate account information, including your legal company name, street address, e-mail address, and such other information as may be requested by Hakkiri (collectively, “Account Information”). You are responsible for the accuracy and timely updating of Account Information, and you agree to promptly notify Hakkiri in writing if any Account Information changes. You agree that Hakkiri has no responsibility or liability whatsoever for any loss or damages caused, either directly or indirectly, by inaccurate Account Information.
11.2 Warranty of Functionality. Hakkiri warrants to you that during a Subscription Term: (a) the services purchased will perform materially in accordance with the functionality described on the website and (b) such functionality will not be materially decreased. Your sole and exclusive remedy for a breach of this warranty will be that Hakkiri will use commercially reasonable efforts to modify the Software to achieve the functionality described above. If Hakkiri is unable to restore such functionality, you may terminate the Agreement by providing written notice to Hakkiri. This warranty will only apply if the software have been utilized in accordance with this Agreement and applicable laws.
HAKKIRI, HAKKIRI WEBISTE AND ALL WEBSITE CONTENT IS MADE AVAILABLE TO YOU ON AN “AS IS” BASIS. USE OF THE SERVICES IS AT THE USER’S OWN RISK. HAKKIRI MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE SITE, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY AND IP RIGHTS OF ANY OF THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF BUSINESS REVIEWS AND INFORMATION LISTED ON THE SITE AND/OR (3) THE PRODUCTS AND SERVICES ASSOCIATED WITH THE SITE OR SITE CONTENT.
HAKKIRI FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM HAKKIRI OR THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR CONDITION NOT EXPRESSLY STATED HEREIN. HAKKIRI DISCLAIMS ALL LIABILITY FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS OR PROFESSIONAL INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION OF HAKKIRI OR ANY THIRD PARTY, OR (E) LOSS OF INFORMATION OR DATA. HAKKIRI FURTHER DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE SITE AND SITE CONTENT. YOUR USE OF THE SITE AND SITE CONTENT IS AT YOUR OWN DISCRETION AND RISK. HAKKIRI DOES NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET USERS’ REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT USERS OWN RISK AND USERS SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USERS’ COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USERS’ USE OF THE SERVICE.
HAKKIRI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND THE OWNER SHALL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
HAKKIRI SERVICES MAY BECOME INACCESSIBLE OR MAY NOT FUNCTION PROPERLY WITH USERS’ WEB BROWSER, MOBILE DEVICE, AND/OR OPERATING SYSTEM. HAKKIRI CANNOT BE HELD LIABLE FOR ANY PERCEIVED OR ACTUAL DAMAGES ARISING FROM SERVICE CONTENT, OPERATION, OR USE OF THIS SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
12.1 Governing Law; Submission to Jurisdiction. This Agreement will be governed by and interpreted in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. A ny legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted exclusively in the federal courts of the United States in New York or the courts of the State of New York, in each case located in the County of Oneida , and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The Parties do not intend for this provision to negate or limit any provision of this Agreement, nor of any other agreement between the Parties, that requires (1) mediation, arbitration or other non-judicial dispute resolution procedure; nor (2) non-binding action to attempt to resolve a dispute by agreement, such as (such as) escalation of the dispute to higher levels of the Parties’ managements; early neutral evaluation; negotiation; and/or remediation.
12.2 Mandatory Informal Dispute Resolution. If you have any dispute with Hakkiri arising out of or relating to this Agreement, you agree to notify Hakkiri in writing with a brief, written description of the dispute and your contact information, and Hakkiri will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the Parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue formal resolution of the dispute.
12.3 Waiver of trial by Jury. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY.
12.4 Recovery of Attorney Fees. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing Party shall be entitled to recover its costs, including reasonable attorneys’ fees.
12.5 Assignment. You may not assign, delegate or transfer this Agreement in whole or in part, without Hakkiri’s prior written consent. Hakkiri may assign, transfer or sublicense any or all of Hakkiri’s rights or obligations under this Agreement without restriction.
12.6 Entire Agreement . This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and Hakkiri with respect to the subject matter hereof. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between Hakkiri, on the one hand, and you or any Affiliate, on the other hand.
12.7 Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
12.8 Service Interruption. To ensure the best possible service level, Hakkiri reserves the right to interrupt the Service for maintenance, system updates or any other changes, informing the Users appropriately. Within the limits of law, Hakkiri may also decide to suspend or discontinue the Service altogether. If the Service is discontinued, Hakkiri will cooperate with Users to enable them to withdraw Personal Data or information and will respect Users' rights relating to continued product use and/or compensation, as provided for by applicable law. Additionally, the Service might not be available due to reasons outside the Hakkiri’s reasonable control, such as “force majeure” events (infrastructural breakdowns or blackouts etc.).
12.9 Service Reselling. Users may not reproduce, duplicate, copy, sell, resell or exploit any portion of Hakkiri and of its Service without the Owner’s express prior written permission, granted either directly or through a legitimate reselling program.
12.10 Changes to these terms . Hakkiri reserves the right to amend or otherwise modify these Terms at any time. In such cases, Hakkiri will appropriately inform the User of these changes. Such changes will only affect the relationship with the User from the date communicated to Users onwards. The continued use of the Service will signify the User’s acceptance of the revised Terms. If Users do not wish to be bound by the changes, they must stop using the Service and may terminate the Agreement. The applicable previous version will govern the relationship prior to the User's acceptance. The User can obtain any previous version from Hakkiri. If legally required, Hakkiri will notify Users in advance of when the modified Terms will take effect.
12.11 Contacts. All communications relating to the use of Hakkiri must be sent using the contact information stated in this document.
12.12 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
12.13 Authoritative version of these Terms. These Terms are drawn up and revised in English. Other language versions of these Terms are provided for information purposes only. In the event of any inconsistency between different linguistic versions, the original version shall always prevail.
12.14 No waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
12.15 Export Regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) that prohibit or restrict the export or re-export of the Hakkiri IP or any Customer Data outside the US.
12.16 US Government Rights. Each of the Hakkiri SaaS Documentation, the Downloadable Software, and the software components that constitute Hakkiri Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services, Downloadable Software, and SaaS Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.