HexaTech SkyHey Subscription Agreement

This HexaTech SkyHey Subscription Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually ("You" or "Your"), and HexaTech ("We", "Us", or "Our"). It consists of the terms and conditions below (together, the "agreement") for your Subscription or renewal. It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed as applicable.

1. Definition of Terms

"The Service" or "Service" means, collectively, HexaTech SkyHey proprietary computer software, content, web sites, internet services, desktop and mobile applications, integrated third party code and services, user interfaces, processes, systems and databases.

"Users" means any individual you authorize to use The Service inclusive of your employees, agents and other third parties with whom you transact business. It is your responsibility to insure your Users abide by the terms and conditions of this agreement.

2. Use of The Service

2.1. Right to use. We grant you the right to access and use the Service and to install and use the Software included with your Subscription, as further described in this agreement. We reserve all other rights.

2.2. Acceptable use. You may use the Service only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Service, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the  Service. You may not rent, lease, lend, resell, transfer, or host the Service, or any portion thereof, to or for third parties except as expressly permitted in this agreement or the Service Terms.

2.3. Users. You control access by Users, and you are responsible for their use of the Service in accordance with this agreement.

2.4. Customer Data. You are solely responsible for the content of all Customer Data. You will secure and maintain all rights in Customer Data necessary for us to provide the Service to you without violating the rights of any third party or otherwise obligating Us to you or to any third party. We do not and will not assume any obligations with respect to Customer Data or to your use of the Service other than as expressly set forth in this agreement or as required by applicable law.

2.5. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Service. You must promptly notify our customer support about any possible misuse of your accounts or authentication credentials or any security incident related to the Service.

2.6. You may not resell or redistribute the Service, and you may not allow multiple users to directly or indirectly access any Service feature that is made available on a per user basis.

2.7. Additional Software for use with the Service. To enable optimal access to and use of certain  Service, you may install and use certain Software in connection with your use of the Service as described in the Service Terms. We license Software to you; we do not sell it. Proof of your Software license is (1) this agreement, (2) any order confirmation, and (3) proof of payment.

2.8 You shall not allow use of the Service provided under this agreement to be used in violation of any U.S. regulation or export law.

3. Cloud Platform

Your data and The Service are based on the Microsoft Azure cloud platform. We leverage Azure safeguards,  as outlined in Exhibit A.

4. Service Payment 

4.1 Monthly Subscription - The Service is billed on a monthly basis for the duration of the agreement at a fee rate provided to you when you subscribe.

4.2 Full-Year Subscription - Alternatively, you may choose to pay a full-year subscription with benefit of a lower rate provided to you when you subscribe. If you stop to use The Service before the end of the subscription, no fee will be refunded.

4.3 All Internet connection charges required to access The Service are Your responsibility.

5. Term, Termination, and Suspension

5.1. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.

5.2. Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.

5.3. Suspension. We may suspend your use of the Service if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you violate other terms of this agreement.

6. Limitation of Liability 

6.1 THE SERVICE REFERRED TO IN THIS AGREEMENT IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE TO AND ASSUME THE ENTIRE RISK OF LOSS IN USING THE SERVICE.

6.2 WE MAKE AND YOU RECEIVE NO WARRANTY, WHETHER EXPRESS OR IMPLIED, AND ALL WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.

6.3 WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR NEEDS OR EXPECTATIONS, THAT OPERATIONS OF THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. THE SERVICE IS COMPLEX AND MAY CONTAIN NONCONFORMITIES, DEFECTS OR ERRORS AND MAY BE UNAVAILABLE FROM TIME TO TIME.

6.4 NOTHING PRESENTED ORALLY OR IN WRITING OR GIVEN, AS ADVICE, BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE ANY KIND OF WARRANTY.

6.5 IN NO EVENT SHALL HEXATECH, ITS CONTRACTORS, LICENSORS, AFFILIATES, AGENTS, EMPLOYEES OR OWNERS BE LIABLE FOR ANY DAMAGES, CLAIM OR LOSS INCURRED BY YOU, YOUR BUSINESS PARTNERS OR YOUR USERS (INCLUDING WITHOUT LIMITATION COMPENSATORY, PERSONAL INJURY, INCIDENTAL PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR BUSINESS, EXPENDITURES, INVESTMENTS, COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL OR DAMAGES RESULTING FROM LOST DATA OR INABILITY TO USE DATA) IRRESPECTIVE OF WHETHER WE HAVE BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. IF THE HEXATECH  DISCLAIMER OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL FOR ANY REASON WHATSOEVER BE HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT HEXATECH'S LIABILITY (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED $100 OR THE SUBSCRIPTION AMOUNT YOU HAVE PAID, WHICHEVER IS LESS.

6.6 YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO CEASE USING THE SERVICE AND TERMINATE THIS AGREEMENT UNDER THE TERMS DESCRIBED IN THIS AGREEMENT.

Exhibit A - Microsoft Azure Cloud Platform

Your data and The Service are based on the Microsoft Azure cloud platform. We leverage Azure safeguards. These include:

1) Around the clock global incident response team to guard against any attacks on the security of Azure.

2) Centralized monitoring and analysis system; that provide continuous visibility and timely alerts.

3) Assume breach strategy to harden Microsoft cloud services and stay ahead of emerging threats.

4) Microsoft Antimalware for cloud services uses detection and mitigation techniques to protect against Denial of Service and Distributed Denial of Service attacks.

5) Regular penetration testing by Microsoft to improve Azure security controls and processes.

Complete Information on Microsoft Azure security is available at:

https://www.microsoft.com/en-us/TrustCenter/Security/