Outline
LICENSE AGREEMENT
This LICENSE AGREEMENT (“Agreement”) set out the terms and conditions between Licensee (as defined in the paragraph below) and HESH INC (“HESH”; “Licensor”) which govern Licensee access to and use of the Software (as defined below).
By accepting this Agreement, by clicking a box indicating your acceptance during accessing the Platform, by using (or making any payment for) the Software, or by otherwise indicating your acceptance of this Agreement, Licensee agree to be bound by the terms of this Agreement.
By agreeing to the terms of this public offer, the Licensee or its authorized representative confirms and guarantees the following:
The Licensee or its authorized representative has provided accurate information identifying the Licensee when registering an Account on the website: hesh.app
The Licensee or its authorized representative enters into the Agreement voluntarily, has reviewed all the terms of the Agreement, fully understands all the terms of the Agreement, and fully understands the significance and consequences of their actions regarding the conclusion and performance of the Agreement.
The Licensee possesses all rights and powers necessary to enter into and perform the Agreement. If an individual accepts the terms of this Agreement on behalf of a legal entity, such individual confirms that they have the authority to enter into agreements on behalf of this legal entity, and the legal entity is the Licensee under this Agreement. If an individual accepting the terms of this Agreement on behalf of a legal entity does not have the authority to enter into agreements on behalf of this legal entity, such individual must not accept the terms of this public offer.
In consideration of the agreements and undertakings set forth herein, Licensor and Licensee, intending to be legally bound, hereby agree as follows:
1.DEFINITIONS
The following defined terms shall have the meanings ascribed to them below for purposes of the Agreement and Exhibits:
1.1 The term “Agreement” means this License Agreement.
1.2 The term “Affiliate” means an entity controlled by a party. The word “control” shall, in the context of a corporation, mean direct beneficial ownership of at least fifty per cent (50%) of the shares entitled to vote for members of the Board of Directors of such corporation, and, in the context of any other business entity, shall mean the right to exercise similar management and control over such entity.
1.3 The term “Effective Date” means the date on which the Agreement commences.
1.4 The term “Fees” means money collected by the Licensor from the Licensee for the use of the Software, as specified in the tariff plans, the current information about which is published on the website hesh.app.
1.5 The term “Licensee Data” means any and all data or information provided by Licensee to Licensor, whether or not in the Platform which is required to use the Software.
1.6 The term “Party” means the Licensee and Licensor, and together, the “Parties”.
1.7 The term “Platform” means the environment, system, or interface provided by the Licensor, which allows the Licensee to access, use, and interact with the licensed Software, including any associated hardware, software, or cloud-based infrastructure. The Platform may include various components such as user interfaces, APIs, and other tools necessary for the operation, management, and use of the Software as outlined in this Agreement.
1.8 The term “Software” means computer software "HESH" its first version, and all subsequent versions, all subsequent modifications, applications, extensions, and updates thereto, presented in an objective form as a set of data and commands, including source code, databases, visual and audio works, and other components included in the composition of the specified computer program, designed for the comprehensive organization and automation of internal processes of companies, including but not limited to ensuring communication and collaboration of team members, setting and controlling the execution of work tasks, managing customer relationships (CRM), as well as any documentation regarding the operation of this computer program.
1.9 The term “User” means any person who uses the Software at any time
2.LICENSE AND RESTRICTIONS
2.1 Subject to the terms and conditions of this Agreement, HESH grants Licensee a non-exclusive, non-sublicensable, non-transferable, limited license to use the Software limited to the terms of the relevant tarrif plan and only for Licensee`s internal use.
2.2 Licensee may not assign this Agreement or any right granted hereunder, or license, or permit any other person to obtain or exercise any rights in this Agreement in whole or in part nor shall any such rights be assignable by operation of law, only with Licensor’s prior written consent, which shall not be unreasonably withheld, except that the rights under this Agreement may be transferred, without the consent of Licensor, as a part of any merger or sale transaction involving Licensee whereby all, or substantially all, of the assets of the Licensee are transferred.
2.3 Licensee shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software, and shall notify HESH promptly of any such unauthorized use.
2.4 Licensee shall not:
2.4.1 copy, reproduce, distribute, republish, download display, post or transmit in any form or means the Software;
2.4.2 rent, transfer, lease, loan, resell for profit or otherwise, distribute, or otherwise grant any rights in the Software in any form to any other party in whole or in part, including without limitation to provide processing Software to their parties for commercial timesharing or for rental or sharing arrangements;
2.4.3 modify, adapt, decompile, disassemble, reverse engineer, create derivative works or otherwise attempt to derive source code from the Software (or hosting environment, if applicable) in whole or in part;
2.4.4 or remove, modify, obscure and/or otherwise deface any copyright, trademark or other proprietary rights notices in the Software.
2.5 Licensee grants HESH and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Software any suggestions, enhancements, recommendations or other feedback provided by Licensee relating to the operation of the Software.
2.6 Licensee owns all right, title, and interest in and to the Licensee Data. Licensee grants HESH a license to access and use the Licensee Data solely as necessary to provide the Software to Licensee during the Term.
2.7 Notwithstanding the foregoing, HESH shall have a perpetual license to use aggregated and de-identified portions of the Licensee Data for any lawful purposes, including for benchmarking and analytics, provided that such uses do not identify nor are capable of re-identifying Licensee.
2.8 Additionally, during the Term, Licensee grants HESH a limited, non-exclusive right and license to use Licensee`s trademarks solely for the purpose of modifying the appearance of Licensee`s interface within the Platform.
2.9 Each Party will maintain its ownership of, and rights in and to, any pre-existing materials or intellectual property rights whether registered or not it has prior to entering into this Agreement or as may be developed by a Party independent, and without the use of Confidential Information, of the other Party.
2. 10 Subject to this Agreement, Licensee`s Affiliates may access and use the Software. All obligations of Licensee shall apply equally to each Licensee`s Affiliate that uses the Software, provided that Licensee shall be responsible for (1) ensuring that all Licensee`s Affiliates comply with this Agreement; and (2) all acts or omissions of its Affiliates under this Agreement.
3.ACCESS, SUPPORT AND OTHER
3.1 Access. The Licensee gains access to the Software by registering and creating the Account on the website hash.app and only after payment has been made in accordance with the selected tariff plan.
3.1.1.The date of activation of access to the Software according to the paid tariff plan selected by the Licensee is considered as evidence of the proper performance of the Licensee's obligations under this Agreement, confirmed by the Lincesor sending a receipt to the Licensee's email. The Licensee may use the mentioned electronic act for accounting and tax purposes.
3.1.2.The name and scope of the functional components and/or features of the Software available to the Licensee, the number of users, the cost and duration of access to the Software, as well as other conditions, are determined according to the tariff plan selected by the Licensee.
3.2.Support and other. All services relating to training, support, installation, upgrading, maintenance of the Software will be borne by Licensor. Licensee shall pay to Licensor any cost and expenses incurred by Licensor that are associated with any other services provided by Licensor to Licensee.
3.2.1.The Licensee is entitled to receive free documentation from the Licensor, as well as technical and consulting support on issues related to the operation of the Software in accordance with the terms of the tariff plan by sending an email to: support@hesh.app
3.2.2.To provide support, the Licensor has the right to request information from the Licensee regarding account data, technical specifications of the equipment, and other necessary information.
3.2.3.The Licensor has the right to involve third parties to ensure the provision of support.
4.PAYMENT, TAXES
4.1 Payment. The Licensee shall pay to Licensor with the payment schedule the amount specified in the tariff plans, the current information about which is published on the website www.hesh.app/pricing (“Fees”).
4.1.1 Tariff plans are an integral part of this Agreement, and the terms of the tariff plan selected by the Licensee are binding on the Licensee.
4.1.2 The Licensor has the right to change the terms of the tariff plans at its discretion at any time by publishing the revised tariff plans on the website www.hesh.app/pricing
4.1.3 Payment constitutes full and unconditional acceptance by the Licensee of the terms of the paid tariff plan.
4.1.4 Payment for the License under this agreement shall be made on the terms of 100% prepayment for the period selected according to the tariff plan.
4.1.5 The Licensee shall pay for the License via cashless payment methods available on the website hash.app The Licensee is solely responsible for the accuracy of the payments.
4.1.6 The start date for using the Software is the day the Licensee receives at the email address provided during account registration the receipt, confirming successful payment.
4.1.7 In the event that the access period to the Software under the tariff plan expires and the Licensee fails to pay for the next period, the Licensee will lose access to the Software until full payment is made in accordance with the selected tariff plan.
4.1.8 The Licensor`s changes to the terms and/or functional capabilities of the Software in accordance with the tariff plans do not result in a change in the cost of the tariff plan paid by the Licensee.
4.1.9 All Fees set forth in the tariff plans and paid by the Licensee into the Licensor's bank account are non-cancellable and non-refundable.
4.1.10 By making the first payment, the Licensee agrees to and authorizes the Licensor to receive automatic payments according to the payment schedule in accordance with the tariff plan selected by the Licensee, if the payment method chosen by the Licensee allows for automatic debits. The Licensee may cancel automatic payments or change the payment method at any time in the settings section in their Account. The Licensor neither receives nor stores any of the Licensee`s payment data but only initiates such payments.
4.2 Changing the tarrif plan. The Licensee can change the selected tariff plan to another one or modify the conditions of the chosen tariff plan (number of users or duration of access to the Software) in the 'Tariff and Payment' section on their Account.
4.2.1 When upgrading to a more expensive tariff plan or increasing the cost of the selected tariff plan (increasing the number of users and/or the duration of access), the Licensee must pay the full cost of the newly selected tariff plan. The unused portion of the previous tariff plan will extend the access period to the Software under the newly selected tariff plan, based on the Licensor's recalculations. Changes to the tariff plan or its conditions take effect immediately after the Licensor receives the payment.
4.2.2 When switching to a lower-cost tariff plan, the funds paid by the Licensee are non-refundable, and the Licensee agrees that the access period to the Software will be automatically extended based on the cost difference under the new conditions. Information about the updated access period to the Software is displayed in the 'Tariff and Payment' section on their Account.
4.2.3 Switching to a newly selected tariff plan or modified conditions of the chosen tariff plan results in the termination of the previous tariff plan or previous conditions. The Licensee cannot use the Software under the conditions of multiple tariff plans simultaneously.
4.3 Taxes. All Fees set forth in the the tariff plans are exclusive of any sales, withholding taxes, value-added, or other similar taxes imposed by applicable law that Licensor must pay based on the License (“Taxes”). Licensee agrees to pay or reimburse Licensor for all such relevant taxes, except for taxes based on parcelLab’s income (which shall be the responsibility of parcelLab). If Licensor has the legal obligation to pay or collect Taxes for which Licensee is responsible under this Section 4.7, Licensee will pay that amount unless Licensee can provide Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority.
5.WARRANTY, EXCLUSIVE REMEDY
5.1 Licensor represents and warrants to Licensee that it has all necessary rights and authority to execute and deliver License and perform its obligations hereunder and to grant the rights granted under this License to Licensee.
5.2. Licensor warrants that the Software will conform to the product specifications as represented by Licensor, provided, however, that this limited warranty shall be null and void in the event that the failure of the Software to conform has resulted from accident, abuse, modification, misapplication or a failure to operate the product pursuant to the end user documentation provided by Licensor to the Licensee or its employees, agents or representatives.
5.3.Licensor makes no claim, and does not warrant that the Software will perform without error in every function and in every instance. Licensee acknowledges that the Software is inherently complex and may not be completely free of errors. Licensee acknowledges the need to verify any data, information or results produced by the Software. Licensor will not be liable for any damages arising from any expenses, costs, losses or errors in or inaccuracies generated by the Software.
5.4 If Licensee becomes aware of any verifiable and reproducible failure of the Software to conform to the product specifications (an “Error”), Licensee shall notify Licensor promptly of the particulars thereof. In the event the Error is a malfunction that substantially impairs processing of the Licensee business and processing cannot continue until the Error is corrected, Licensor will respond and correct the Error within 24 hours.
5.5 In the event the Error is a malfunction that does not substantially impair processing and processing can continue until the Error is corrected, Licensor will respond and correct the Error within 7 days.
5.6.Licensee's sole and exclusive remedy and Licensor's sole obligation and liability relating to the Software and Licensee's use thereof, including any breach of any warranty, shall be that Licensor shall provide using of Software or services to correct any Error of such Software.
5.7.EXCEPT AS PROVIDED IN THIS SECTION 5, LICENSOR LICENSES THE SOFTWARE “AS IS”, AND MAKES NO WARRANTIES OF ANY NATURE, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE SOFTWARE, ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.
6.LIMITATIONS OF LIABILITY
6.1 Exclusion of Damages. NEITHER HESH NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA IN CONNECTION WITH OR ARISING OUT OF THE USE, POSSESSION, OR PERFORMANCE OF THE SOFTWARE, EVEN IF LICENSOR HAD BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
6.2.2 Damages Cap. HESH'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING WARRANTY CLAIMS), REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE FEES PAID BY LICENSEE TO HESH DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT.
6.2.3.Except as provided in Section 7 (Indemnity), Licensor shall not have any liability to Licensee of any nature arising out of or in connection with this Agreement in excess of the License Fee and any other fees paid by Licensee for use of the Software pursuant to this Agreement.
6.2.4.The parties acknowledge that these limitations and exclusions of liability are agreed to be reasonable allocations of liability and risk, having considered the relative commercial size of the parties, the nature of the contractual obligations, the ability of the parties to bear the losses and the availability of insurance.
7.1 Infringement Indemnity. If any claim (“Third Party Claim”) is made against Licensee that the Software or the use of the Software as contemplated by this Agreement infringes the intellectual property rights of a third party, then Licensor shall, at its option, indemnify and defend Licensee against such Third Party Claim, and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of such Third Party Claim, provided that: (i) Licensee notifies Licensor within ten (10) days of Licensee receiving notice of such Third Party Claim, (ii) Licensor is given full control of any proceedings or negotiations in connection with any such Third Party Claim, (iii) Licensee gives Licensor all reasonable assistance for the purposes of any such proceedings or negotiations at no cost or expense to Licensor, and (iv) except pursuant to a judgment or judicial decree, Licensee has not paid, settled or compromised any Third Party Claim without the consent of Licensor.
7.2 Injunctions. If Licensee`s use of the Software hereunder is, or in Licensor`s opinion is likely to be, enjoined due to the type of claim specified in Section 7.1 above, Licensor may, at its sole option and expense: (a) procure for Licensee the right to continue using such Software (or part of it) under the terms and conditions of this Agreement; (b) replace or modify such Software (or part of it) so that it is non-infringing and substantially equivalent in function to the enjoined Software; or (c) if options (a) and (b) above cannot be accomplished despite Licensor`s commercially reasonable efforts, then Licensor may terminate Licensee`s rights and Licensor`s obligations hereunder with respect to such Software (or part of it) and without any refund to the Licensee.
7.3 Without prejudice to any duty of Licensee at common law, Licensor shall be entitled to require Licensee to take such action as Licensor may reasonably require to mitigate or to reduce any damages or costs for which Licensor is liable to indemnify Licensee under this Section 7.
7.4.Exclusions. Notwithstanding Section 7.1, Licensor will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from (a) Licensee`s operation, combination or use of the Software with equipment, devices, software or data not supplied by Licensor, if a claim would not have occurred but for operation, combination or use; (b) Licensee`s use of the Software other than in accordance with this Agreement or the Documentation; (c) modifications of the Software by anyone other than Licensor where the unmodified version of the Software would not be infringing; (d) use by users or Affiliates of Licensee not permitted by this Agreement; or (e) Licensee uses a version of the Software which has been superseded and/or is no longer supported by Licensor, if the claim could have been avoided by using the current version of the Software.
7.5 Sole Remedy. THE PROVISIONS OF THIS SECTION 7 SET FORTH LICENSOR`S SOLE AND EXCLUSIVE OBLIGATIONS, AND LISENSEE’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
7.6 Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all third-party claims arising out of or relating to (i) Licensee`s gross negligence or wilful misconduct; or (ii) actual or alleged infringement of a third party’s intellectual property rights, or violation of applicable law, by the Licensee Data, when used as permitted hereunder.
7.7 The indemnification obligations contained in this Section are conditioned on: (i) prompt written notice of the claim by the Party seeking indemnity (“Indemnitee”) to the Party with the indemnity obligation (“Indemnitor”); (ii) sole control of the selection of counsel and defense of the claim by the Indemnitor, provided that the Indemnitee may engage its own legal counsel at its own expense, and Indemnitor shall not settle any claim where such settlement contains any admission by, or imposes any liability on, the Indemnitee; and (iii) reasonable assistance by the Indemnitee at the Indemnitor’s request and expense.
8.CONFIDENTIALITY
8.1.Licensee and Licensor agree that for the term of this Agreement neither party will disclose, duplicate, copy or use any material or information which has or will come into the possession of each in connection with this Agreement for any purpose other than for the performance of this Agreement and shall treat as confidential and proprietary to each other any information which relates to the other party’s research, development, trade secrets and business affairs, provided however, that the obligation to treat such information as confidential shall not apply to any information which:
(i) is publicly available prior to the date of this Agreement,
(ii) becomes publicly available after the date of this Agreement through no fault of the receiving party,
(iii) is in the receiving party’s possession prior to the date of this Agreement provided that it shall not have been wrongfully obtained,
(iv) is lawfully and in good faith obtained from a third party which is not obligated to maintain confidentiality, or
(v) is required to be disclosed by a court or other governmental authority after reasonable notice is given to the other party so as to permit the other party to prevent or limit such disclosure.
8.2.The parties hereby acknowledge that the burden of providing the exceptions set forth in clauses (i)-(v) herein above resides with the receiving party.
8.3.Licensee and Licensor shall release the confidential material and information referred to above only to its employees and independent contractors requiring such information after having informed such employees and independent contractors of the confidentiality requirement of the agreement concerning confidential material and information received by the two parties. In the event that such an employee or independent contractor breaches said confidentiality agreement, Licensee and Licensor shall indemnify the other party against any losses, costs or expenses, including those of litigation resulting from the disclosure of such information and shall at the request of the party whose information was disclosed at the disclosing parties expense undertake proceedings to enjoin the dissemination of any confidential or proprietary data.
8.4.Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance.
8.5.The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party:
(a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and
(b) on a confidential basis to its legal or financial advisors.
8.6.In addition, each party may disclose the terms and conditions of this Agreement:
(a) as required under applicable securities regulations; and
(b) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such party.
8.7.The Parties agree not to disclose or transmit Confidential Information to third parties without prior written consent from one another throughout the entire term of the Agreement and after its termination.
91 Agreement shall begin on the Effective Date and shall remain in effect for as long as the Licensee makes payments in accordance with the selected tariff plan, or until the Agreement is otherwise terminated in accordance with the terms herein
9.2 This Agreement, including all rights granted hereunder, may be terminated as follows:
9.3.1 by either party with immediate effect if the other party fails to perform any of its material obligations under this Agreement and such failure continues for thirty (30) days after receipt of written notice;
9.2.2 by either party with immediate effect upon written notice in the event that the other party:
9.2.2.1 becomes insolvent;
9.2.2.2 makes an assignment for the benefit of creditors;
9.2.2.3 files a voluntary bankruptcy petition;
9.2.2.4 acquiesces to any involuntary bankruptcy petition;
9.2.2.5 is adjudicated bankrupt; or (vi) ceases to do business;
9.2.3 by Licensor immediately upon written notice of termination in the event of any breach of Section 2 (Grant of License).
9.2.3 Upon the termination of this Agreement the Licensee shall immediately discontinue use of the Software.
9.4 Termination of this Agreement shall be without prejudice to any other remedies that a party may have.
9.5 The rights and obligations of the parties which by their nature extend beyond the expiration or termination of the Agreement shall survive termination or expiry of this Agreement for any reason.
10.1 Entire Agreement and Modificcations. This Agreement, including all Exhibits attached hereto, constitutes the entire agreement between the parties in connection with the Software and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written and there are no warranties, representations and/or agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein. The waiver, amendment or modification of any provision of this Agreement shall not be effective unless made in writing and signed by the party against which enforcement of such waiver, amendment or modification is sought.
10.2 Successors and Assigns. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their successors and assigns and legal representatives. Licensee may not assign this Agreement or any right granted hereunder, or License, or permit any other person to obtain or exercise any rights in this Agreement or in respect of the Software in whole or in part nor shall any such rights be assignable by operation of law, without Licensor's prior consent, which shall not be unreasonably withheld, except that the rights under this Agreement may be transferred, without the consent of Licensor, as a part of any merger or sale transaction involving Licensee whereby all, or substantially all, of the assets of Licensee are transferred.
10.3 Governing Law. The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions thereof.
10.4 Severability. If any provision of this Agreement or the application of any such provision shall be held by a competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall continue in full force and effect.
10.5 Injunctive Relief. The Licensee acknowledges and agrees that a breach of this Agreement by the latter would cause irreparable damage to Licensor for which money damages would be inadequate and in such event Licensor shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
10.6 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
10.7 No partnership. The Parties are independent contractors, and nothing herein will be construed to create a joint venture, partnership, or the relationship of principal and agent between the Parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
10.8 During the Term, Licensor may identify Licensee as a Licensor customer and use Licensee`s name and logo on its websites and in marketing materials. Any other uses of Licensee`s name or logo requires Licensee`s prior written consent. Licensor may ask Licensee to participate in joint marketing activities (e.g. press release, case study, reference calls).
11.PERSONAL DATA
11.1.The terms and procedure for the Licensor`s processing of personal data are governed by the Privacy Policy, which is posted on the website: www.hesh.app/privacy-policy
12.1.All notices required or permitted under this Agreement will be in writing and delivered by confirmed email transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt.
12.2.All communications will be sent to the addresses set forth below or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.
12.3.The addresses for the exchange of information and documentation necessary for the performance of this Agreement are:
12.3.1.For the Licensee: the email address provided by the Licensee during the account registration.
12.3.2.For the Licensor:
12.3.2.1.Licensor's email address: support@hesh.app
12.3.2.2.Licensor's postal address: hesh.app
12.4 If a notice is sent in writing via email, such notice is deemed duly received by the Party on the day the corresponding notice is sent. In the case of sending a notice via email, confirmation of its sending is the presence of the corresponding entry in the sent messages on the sender's server. If the notice was sent after 6:00 PM local time of the recipient Party, it is considered received the following day. If the notice was not delivered due to technical reasons, the sender is obliged to notify the recipient using another available means of communication.
12.5 The sender of a notice, sent via email specified in this Agreement, is exempt from any liability for consequences related to the delayed receipt or non-receipt of such notice by the other Party, provided that the notice was sent to the email specified in this Agreement.
12.6. If the email address changes, such Party must immediately notify the other Party of the email address change.
12.7. Failure to notify or late notification of the email address change deprives the Party of the right to refer in the future to the non-receipt of any notices from the other Party related to this Agreement.
13.FORCE MAJEURE
13.1 Neither party will be liable for failure or improper performance of obligations under this Agreement if such failure or improper performance was the result of force majeure that do not depend on the will of the Party which has not fulfilled its obligations or fulfilled incorrectly, that could not be predicted, prevented and are beyond its control, including but not limited to, circumstances of industrial, natural and military, including international sanctions, currency restrictions, decisions of the government and local authorities, strikes, accidents that caused a breach of the Licensor`s network integrity or power outages of the Licensor`s active network equipment; cyberattacks, including DDoS attacks; external impacts on electronic devices; external unauthorized interference in the electronic or digital networkand so on.
13.2 The Party affected by a force majeure, must immediately, but not later than three (3) business days, notify in writing the other Party of the onset and termination of such circumstances. the Party affected by a force majeure and not reported in time to the other Party cannot invoke the effect of circumstances as grounds for exemption from liability, unless such conditions prevented such notification. Confirmation of force majeure circumstances is a certificate issued by authorized bodies or organizations at the location of the Party that is the subject to the force majeure.
13.3 Force majeure circumstances automatically extend the period of performance of obligations under this Agreement for the period of existence of such circumstances. If such circumstances last more than thirty (30) calendar days, either Party may agree to withdraw the Agreement unilaterally and give 7 (seven) days termination notice before the date of the Agreement termination. In this case the Customer is obliged to pay for properly rendered services at the moment of the Agreement termination.
13.4 The Agreement is deemed to be terminated on the 8th (eighth) calendar day from the day of serving notice to the other Party or sending the notice to the other Party through e-mail mentioned in this Agreement. Herewith Agreement termination does not relieve the Parties from the fulfilment of obligations that arose during this Agreement but at the moment of its termination were not fulfilled.
The additional terms and conditions referenced in this Agreement are an integral part of it. The Licensee acknowledges that the Licensee has read this Agreement agrees to be bound by it`s terms and conditions.
14.CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at info@hesh.app.
Our contact information is posted below:
info@hesh.app
HESH, Inc. 2810 North Church Street Wilmington, DE 19802 US
38-4258038
