1.1 Services: The building and maintenance of a custom application for web, iOS, and Android (“Application”), as well as a web dashboard of additional services to support the Customer (as defined below) in the development of their app and audience (“Dashboard” and together with the Application, the “Service(s)”).
1.2 Service Fees: The subscription payment, payable in advance, subject to the terms of Section 5 herein.
1.3 Initial Service Term: A pre-determined period commencing upon the first date in which Customer apps are published on iOS, Android, and the web. Customer may elect a 30-day, 1-year, or 2-year Initial Service Term upon payment.
2.1 Subject to these Terms and Conditions, Hatch Technologies, Inc. (the “Company”) will use commercially reasonable efforts to provide you (the “Customer”) the Services. As part of the registration process, Company will provide an administrative account and password for Customer’s Company account.
2.2 Subject to these Terms and Conditions, Company will use commercially reasonable efforts to provide Customer with technical support services.
3.1 Customer acknowledges that the Software in source code form remains Proprietary Information (defined below) of Company and that the source code is not licensed to Customer by these Terms and Conditions and will not be provided by Company to Customer, other than as pursuant to Section 6.3. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); (iii) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or (iv) remove any proprietary notices or labels.
3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3.4 Customer agrees not to publish, transmit or upload any content which is defamatory, slanderous, morally offensive, obscene, pornographic, glorify the use of violence, are of an insulting or discriminatory nature, are in violation of trademarks, are known to be untrue or otherwise constitute a criminal offense. All apps are subject to Company's approval. Company reserves the right (i) to monitor all apps and to remove any content which it considers in its absolute discretion to be unlawful, inappropriate, offensive or otherwise in breach of these Terms and Conditions, and (ii) to refuse any app at its sole discretion for any reason whatsoever, including for offensive or inappropriate content. In the event of app refusal, Company will pause all billing until or unless the app is modified, accepted, and published.
4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service, as well as Software, Application features, designs, templates, code base, or Dashboard capabilities. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use or divulge to any third party any such Proprietary Information (except as it relates to performance of the Services or as otherwise permitted herein). The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4.2 Customer shall own all right, title and interest in and to (a) its Proprietary Information, (b) any pre-existing technology owned by Customer, (c) any Customer-provided design assets, (d) data collected from app users, and (e) all separate intellectual property agreed to by the Parties in writing as being the sole property of the Customer. Company shall own and retain, without limitation, all right, title and interest in and to (a) its Proprietary Information, (b) any software, source code, metadata, applications, inventions, work product, designs or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing.
4.3 Notwithstanding anything to the contrary, Company shall have the right collect, analyze, and report data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4.4 Notwithstanding the foregoing, the Company may list the Customer’s name and logo alongside other potential partners and customers on Company’s website and in marketing materials, unless and until the Customer explicitly revokes such permission by providing notice to the Company in writing or by e-mail.
5.1 Customer will pay Company the then applicable fees for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds requires the payment of additional fees (per these Terms and Conditions), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days’ prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
5.2 Company will pay in full for the first $250 in monthly server costs attributed to the Customer (as determined by Amazon Web Services, the industry leader in cloud computing services), after which Customer must pay Company for additional credits at standard Amazon Web Services rates.
5.3 Customer will provide Company with valid and updated payment information. If Customer provides credit card information to Company, Customer thereby authorizes Company to charge such credit card for Services described in these Terms and Conditions. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income. 5.4 Fees are billed in advance and are non-refundable. No refunds or credits will be provided for partial months of the Services, upgrades/downgrades, or for months unused.
6.1 Subject to earlier termination as provided below, these Terms and Conditions are for the Initial Service Term, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination in writing or by e-mail at least thirty (30) days prior to the end of the then-current term.
6.2 In addition to any other remedies it may have, Customer may also terminate the Services upon thirty (30) days’ written or e-mail notice if a material breach by the Company of any of these Terms and Conditions remain uncured and outstanding. Company may terminate without notice in the case of nonpayment by Customer. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of these Terms and Conditions which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6.3 In the event of a termination pursuant to Section 6.1 or a breach by the Company of Section 6.2, Company agrees to transfer Customer’s Application and Customer Data from Company’s developer account(s) to another developer account on the App Store and the Google Play Store in exchange for payment in full of the Services Fees for the Initial Service Term and a one-time conversion fee of $20,000.
Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THESE TERMS AND CONDITIONS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable. These Terms and Conditions are not assignable, transferable or sublicensable by Customer except with Company’s prior written consent, which may be granted or withheld by Company for any reason. Company may transfer and assign any of its rights and obligations under these Terms and Conditions without the consent of Customer. These Terms and Conditions are the complete and exclusive statement, together with any payment forms and agreements hosted within the Services, of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and Conditions. No agency, partnership, joint venture, or employment is created as a result of these Terms and Conditions and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under these Terms and Conditions, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms and Conditions shall be governed by the laws of the District of Columbia without regard to its conflict of laws provisions. The Customer agrees to reasonably cooperate with Company to serve as a reference account upon request. Company may, in its sole discretion, modify or update these Terms and Conditions from time to time, and so Customer should review this page periodically. Customer’s continued use of the Services after any such change constitutes acceptance of the new Terms and Conditions. If Customer does not agree to any of these Terms and Conditions or any future Terms and Conditions, Customer must not use or access (or continue to access) the Services.
Last updated November 20, 2017.
1. HOW WE COLLECT AND USE INFORMATION
We collect the following types of information about you:
Information you provide us directly: We may ask for certain information such as your username, first and last name, birthdate, phone number and e-mail address when you register for a Hatch account, or if you correspond with us. We may also retain any messages you or your users send through the Service, and may collect information you post to or collect from users of the Service. We use this information to operate, maintain, and provide to you the features and functionality of the Service.
Information we may receive from third parties: We may receive information about you from third parties. If you allow us access to your friends list, your friends’ user IDs, and your connection to those friends, that information may be used and stored to make your experience more social, and to allow you to invite your friends to use our Service as well as provide you with updates if and when your friends join Hatch. You should always review, and if necessary, adjust your privacy settings on third-party websites and services before linking or connecting them to the Hatch Service.
We use this information to operate, maintain, and provide to you the features and functionality of the Service, as well as to communicate directly with you, such as to send you email messages and push notifications. We may also send you Service-related emails or messages (e.g., account verification, order confirmations, change or updates to features of the Service, technical and security notices).
We automatically collect certain types of usage information when you visit our website or use our Service. When you visit the Service, we may send one or more cookies — a small text file containing a string of alphanumeric characters — to your computer that uniquely identifies your browser and lets us help you log in faster and enhance your navigation through the site. A cookie may also convey information to us about how you use the Service (e.g., the pages you view, the links you click, how frequently you access the Service, and other actions you take on the Service), and allow us to track your usage of the Service over time. We may collect log file information from your browser or mobile device each time you access the Service. Log file information may include anonymous information such as your web request, Internet Protocol (“IP”) address, browser type, information about your mobile device, referring / exit pages and URLs, number of clicks and how you interact with links on the Service, domain names, landing pages, pages viewed, and other such information. We may employ clear gifs (also known as web beacons), which are used to anonymously track the online usage patterns of our Users. In addition, we may also use clear gifs in HTML-based emails sent to our users to track which emails are opened and which links are clicked by recipients. The information allows for more accurate reporting and improvement of the Service. We may also collect analytics data, or use third-party analytics tools, to help us measure traffic and usage trends for the Service. These tools collect information sent by your browser or mobile device, including the pages you visit, your use of third party applications, and other information that assists us in analyzing and improving the Service.
When you access our Service by or through a mobile device, we may receive or collect and store a unique identification number associated with your device (“Device ID”), mobile carrier, device type and manufacturer, phone number, and, depending on your mobile device settings, your geographical location data, including GPS coordinates (e.g. latitude and/or longitude) or similar information regarding the location of your mobile device.
We use or may use the data collected through cookies, log file, device identifiers, location data and clear gifs information to: (a) remember information so that you will not have to re-enter it during your visit or the next time you visit the site; (b) provide custom, personalized content and information, including advertising; (c) provide and monitor the effectiveness of our Service; (d) monitor aggregate metrics such as total number of visitors, traffic, usage, and demographic patterns on our website and our Service; (e) diagnose or fix technology problems; (f) otherwise to plan for and enhance our Service; and (g) automatically update your Hatch application.
2. SHARING OF YOUR INFORMATION
Consider your own privacy and personal safety when logging in to our Service and sharing your information with anyone.
We may also share your personal information with:
Please note that an advertiser may ask Hatch to show an ad to a certain audience of Users (e.g., based on demographics or other interests). In that situation, Hatch determines the target audience and Hatch serves the advertising to that audience and only provides anonymous aggregated data to the advertiser. If you respond to such an ad, the advertiser or ad server may conclude that you fit the description of the audience they are trying to reach.
3. HOW WE STORE AND PROTECT YOUR INFORMATION
Keeping your information safe: Hatch cares about the security of your information, and uses commercially reasonable safeguards to preserve the integrity and security of all information collected through the Service. To protect your privacy and security, we take reasonable steps (such as requesting a unique password) to verify your identity before granting you access to your account. You are responsible for maintaining the secrecy of your unique password and account information, and for controlling access to your email communications from Hatch, at all times. However, Hatch cannot ensure or warrant the security of any information you transmit to Hatch or guarantee that information on the Service may not be accessed, disclosed, altered, or destroyed. Your privacy settings may also be affected by changes to the functionality of third party sites and services that you add to the Hatch Service, such as social networks. Hatch is not responsible for the functionality or security measures of any third party.
Compromise of information: In the event that any information under our control is compromised as a result of a breach of security, Hatch will take reasonable steps to investigate the situation and where appropriate, notify those individuals whose information may have been compromised and take other steps, in accordance with any applicable laws and regulations.
4. YOUR CHOICES ABOUT YOUR INFORMATION
Commercial and marketing communications: We use the information we collect or receive to communicate directly with you. We may send you emails containing newsletters, promotions and special offers. If you do not want to receive such email messages, you will be given the option to opt out. We also use your information to send you Service-related emails (e.g., account verification, purchase and billing confirmations and reminders, changes/updates to features of the Service, technical and security notices). You may not opt out of Service-related e-mails.
Online Advertising: We may permit third party online advertising networks to collect information about your and others’ use of our Service and any of your mobile or web applications over time so that such networks may display ads that may be relevant to your interests on our Service as well as on other websites or apps. Typically, the information collected for this purpose is collected through cookies or similar tracking technology. The only way to completely opt out of the collection of any information through cookies or other tracking technology is to actively manage the settings on your or the affected user’s browser or mobile device. Please refer to your mobile device or browser’s technical information for instructions on how to delete and disable cookies, and other tracking/recording tools. (To learn more about cookies, clear gifs/web beacons and related technologies, you may wish to visit and/or the Network Advertising Initiative’s online resources.) Depending on your type of device, it may not be possible to delete or disable tracking mechanisms on your mobile device. Note that disabling cookies and/or other tracking tools prevents Hatch or its business partners from tracking your browser’s activities in relation to the Service, and for use in targeted advertising activities by third parties. However, doing so may disable many of the features available through the Service. If you have any questions about opting out of the collection of cookies and other tracking/recording tools, you can contact us directly.
How long we keep your User Content: Following termination or deactivation of your User account, Hatch may retain your profile information and User Content for a commercially reasonable time for backup, archival, or audit purposes.
5. “DO NOT TRACK”
6. CHILDREN’S PRIVACY
Hatch does not knowingly collect or solicit any information from anyone under the age of 13 or knowingly allow such persons to register as Users. The Service and its content are not directed at children under the age of 13. In the event that we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us.
7. LINKS TO OTHER WEB SITES, MOBILE APPS, AND SERVICES
8. HOW TO CONTACT US
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