Hayti Terms Of Services

Hayti Terms of Service

 

Last Updated: November 10, 2020

 

Welcome to Hayti! You are now reading the Terms of Service (the “Terms”) that serve as an agreement
between you and Hayti, Inc. (“Hayti,” “we,” or “us”) for your use of our mobile device application
(“App”). To make these Terms easier to read, our services, the Site and the App are collectively called
the “Services.”

 

Agreement to Terms

 

Each time you access and/or use the app or services, you agree to be bound by these Terms of Service
and any additional terms that will apply prospectively to you. You agree to accept notice of posting the
new terms via our site on which you accessed these terms.

 

Changes to Terms or Services

 

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know by posting
the modified Terms on the App or through other communications. It’s important that you review the
Terms whenever we modify them because if you continue to use the Services after we have posted
modified Terms, you are indicating to us that you agree to be bound by the modified Terms. If you don’t
agree to be bound by the modified Terms, then you may not use the Services anymore. Because our
Services are evolving over time we may change or discontinue all or any part of the Services, at any time
and without notice, at our sole discretion.

 

Who May Use the Services

 

You may use the Services only if you are 18 years or older and are not barred from using the Services
under applicable law.

 

Account

 

You can create an account in order to enable certain function(s) of the Services.
You shall be responsible for the management of your own account, and shall not lend, sell, pledge, or
otherwise transfer the account to any third party.

 

Feedback

 

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You
can submit Feedback by emailing us at support@hayti.com. You grant to us a non-exclusive,
worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under
any and all intellectual property rights that you own or control to use, copy, modify, create derivative
works based upon and otherwise exploit the Feedback for any purpose.

 

Privacy Policy

 

Please refer to our Privacy Policy (https://www.hayti.com/privacy-policy) for information on how we
collect, use and disclose information from our users.

 

Content Ownership

 

Your use of the online services shall be limited solely to your personal and non-commercial use. The online services contain material that is derived in whole or in part from material supplied and owned by Hayti as well as third parties ("Content"). As between Hayti and You, Hayti owns all right, title and interest in and to the copyrights, trademarks, service marks, trade names, and all other intellectual and proprietary rights throughout the world associated with the online services and Content. You acknowledge Hayti's valid intellectual and proprietary property rights in the online services and Content and that your use of the online services is limited to the access, viewing and downloading of Content, all solely as authorized by Hayti. Nothing in these Terms of Service shall be deemed to convey to you any right, title or interest in or to the online services or Content or to any portion thereof except for the limited rights expressly granted herein.

 

You may use the app solely for personal and non-commercial uses. You may not either directly or through the use of any personal computer, browser, laptop, tablet, mobile phone or other device (each a "device") or other means remove, alter, bypass, avoid, interfere with, or circumvent (i) any copyright, trademark, or other proprietary notices marked on the online services or Content, (ii) any digital rights management mechanism, device, or other content protection or access control measure associated with the online services or Content, or (iii) any advertisement on the online services and/or within Content. You may not either directly or through the use of any device or other means copy, download, stream, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the online services or Content unless expressly permitted by Hayti in writing. You may not incorporate Content into, or stream or retransmit the Content via, any hardware or software application or make the online services or any Content available via frames or in-line links, and you may not otherwise surround or obfuscate the Content or online services with any third-party content, materials or branding. You may also not use any software robots, spider, crawlers, or other data gathering or extraction tools, whether automated or manual, to access, acquire, copy, monitor, scrape or aggregate Content or any portion of the online services. You may not knowingly or intentionally take any action that may impose an unreasonable burden or load on the app or its servers and infrastructures. You may not build a business, in whole or in part, resell, redistribute or recirculate or make any other commercial use of, or create derivative works or materials utilizing any portion of the online services or Content, whether or not for profit.

 

Rights and Terms for Apps

 

Rights in App Granted by Hayti

 

Subject to your compliance with these Terms, Hayti grants you a limited non-exclusive, non- transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non- commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. Hayti reserves all rights in and to the App not expressly granted to you under these Terms.

 

Additional Terms for App Store Apps

 

If you accessed or downloaded the App from any app store or distribution platform (like the Apple Store, Google Play or the Amazon Appstore) (each, an “App Provider”), then you acknowledge and agree that:

 

  • These Terms are concluded between you and Hayti, and not with App Provider, and that, as between Hayti and the App Provider, Hayti, is solely responsible for the App.
  • App Provider has no obligation to furnish any maintenance and support services with respect to the App.

 

In the event of any failure of the App to conform to any applicable warranty, you may notify App
Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the
maximum extent permitted by applicable law, App Provider will have no other warranty obligation
whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses
attributable to any failure of an App to conform to any warranty will be the sole responsibility of Hayti.

 

  • App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  • In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Hayti will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
  • App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof.
  • You must also comply with all applicable third-party terms of service when using the App.
  • You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re- exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

General Prohibitions and Hayti’s Enforcement Rights

 

You agree not to do any of the following:

 

  • Use, display, mirror or frame the Services or any individual element within the Services, Hayti’s name, any Hayti trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Hayti’s express written consent;
  • Access, tamper with, or use non-public areas of the Services, Hayti’s computer systems, or the technical delivery systems of Hayti’s providers;
  • Attempt to probe, scan or test the vulnerability of any Hayti system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Hayti or any of Hayti’s providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Hayti or other generally available third-party web browsers;
  • Use any meta tags or other hidden text or metadata utilizing a Hayti trademark, logo URL or product name without Hayti’s express written consent;
  • Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;

 

Although we’re not obligated to monitor access to or use of the Services or Content, we have the right
to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to
comply with applicable law or other legal requirements. We have the right to investigate violations of
these Terms or conduct that affects the Services. We may also consult and cooperate with law
enforcement authorities to prosecute users who violate the law.

 

Links to Third Party Websites or Resources

 

The Services may contain links to third-party websites, advertising, or resources. We provide these links
only as a convenience for you. We do not endorse, verify or vouch for and are not responsible for any
view expressed, or the content, products or services on or available from those websites, advertising, or
resources or links displayed on such websites. You acknowledge sole responsibility for and assume all
risk arising from, your use of any third-party websites, advertising, or resources.

 

Termination

 

We may terminate your access to and use of the Services, at our sole discretion, at any time and without
notice to you. Upon any termination, discontinuation or cancellation of Services, the following
provisions will survive: ownership provisions, warranty disclaimers, Indemnification, limitations of
liability, dispute resolution, and general terms provisions.

 

Warranty Disclaimers

 

The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the
foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING
OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet
your requirements or be available on an uninterrupted, secure, or error-free basis. We make no
warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any
Content. Hayti does not create, prepare or maintain any News Content, Videos or Podcasts provided by
or available on third-party websites or resources that are accessible via our Services, and we assume no
liability or responsibility for any such third-party News Content, Videos or Podcasts. Under no
circumstances will Hayti be liable, directly or indirectly, to any party for any damage or loss caused or
alleged to be caused by or in connection with the use of or reliance on any such News Content. Your use
of and reliance on such News Content, Videos or Podcasts will be at your own risk.

 

Indemnity

 

You will indemnify and hold harmless Hayti and its officers, directors, employee and agents, from and
against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including,
without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i)
your access to or use of the Services or Content, or (ii) your violation of these Terms.

 

Limitation of Liability

 

NEITHER Hayti NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE
SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, DEVICE
DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR
CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Hayti HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE
FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION
MAY NOT APPLY TO YOU.

 

IN NO EVENT WILL Hayti’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS
OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS OF ONE
HUNDRED DOLLARS ($100).

 

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF
THE BASIS OF THE BARGAIN BETWEEN Hayti AND YOU.

 

Agreement to Arbitrate
 

You and Hayti agree that any dispute, claim or controversy arising out of or relating to these Terms or
the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or
Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains

the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other
equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement,
misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other
intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).
The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts
located in Wake County of North Carolina and each of the parties hereto waives any objection to
jurisdiction and venue in such courts. YOU ACKNOWLEDGE AND AGREE THAT YOU AND Hayti ARE EACH
WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Hayti
otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may
not otherwise preside over any form of any class or representative proceeding. If this specific paragraph
is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except
as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of
these Terms.

 

Arbitration Rules

 

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with
the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes
(the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules
are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration
Act will govern the interpretation and enforcement of this Section.

 

Arbitration Process

 

A party who desires to initiate arbitration must provide the other party with a written Demand for
Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at
http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820) The arbitrator will be either a retired judge or
an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of
arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the
Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

 

Arbitration Location and Procedure

 

Unless you and Hayti otherwise agree, the arbitration will be conducted in the county where you
reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis
of the documents that you and Hayti submit to the arbitrator, unless you request a hearing or the
arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing
will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to
direct a reasonable exchange of information by the parties, consistent with the expedited nature of the
arbitration.

 

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s
decision will include the essential findings and conclusions upon which the arbitrator based the award.
Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The
arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section
above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to
provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be
entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Hayti will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’
fees and expenses if it prevails in arbitration.

 

Changes

 

Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Hayti changes
this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any
subsequent changes to these Terms), you may reject any such change by sending us written notice
(including by email to support@hayti.com) within 30 days of the date such change became
effective, as indicated in the “Last Updated” date above. By rejecting any change, you are agreeing that
you will arbitrate any Dispute between you and Hayti in accordance with the provisions of this “Dispute
Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes
to these Terms).

 

General Terms

 

These Terms constitute the entire and exclusive understanding and agreement between Hayti and you
regarding the Services and Content, and these Terms supersede and replace any and all prior oral or
written understandings or agreements between Hayti and you regarding the Services and Content. If
for any reason a court of competent jurisdiction finds any provision of these Terms invalid or
unenforceable, that provision will be enforced to the maximum extent permissible and the other
provisions of these Terms will remain in full force and effect.

 

You may not assign or transfer these Terms, by operation of law or otherwise, without Hayti’s prior
written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be
null. Hayti may freely assign or transfer these Terms without restriction. Subject to the foregoing, these
Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

 

Any notices or other communications provided by Hayti under these Terms, including those regarding
modifications to these Terms, will be given by posting to the Services.

 

Hayti’s failure to enforce any right or provision of these Terms will not be considered a waiver of such
right or provision. The waiver of any such right or provision will be effective only if in writing and signed
by a duly authorized representative of Hayti. Except as expressly set forth in these Terms, the exercise
by either party of any of its remedies under these Terms will be without prejudice to its other remedies
under these Terms or otherwise.

 

Contact Information

 

If you have any questions about these Terms or the Services, please contact Hayti at:
support@hayti.com

 

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