Hexos Incorporated d/b/a Hexos IP: Terms and Conditions
These Hexos Incorporated Terms and Conditions (“Terms and Conditions”) are related to renewal and annuity services between Hexos Incorporated, a North Carolina Corporation, having a principal place of business in North Carolina (“Hexos IP”) and the subscribed client (the “Client”). Client’s request for renewal and annuity services shall be deemed Client’s agreement to these Terms and Conditions.
“Affiliate” or “Affiliates” means entities which are controlled by a party, which controls a party, or which is under common control with a party, where “control” means the direct or indirect ownership of at least fifty percent (50%) of the shares or interests entitled to vote for the directors thereof or the equivalent, so long as such control exists. “API” or “APIs” means application programming interfaces provided by Hexos Incorporated as part of the Service.
“Authorities” means the authorities, in any relevant country, which take care of the registration of Property Rights and shall receive the Official Fee in order to keep the Property Rights in force.
“Client Year” means the year beginning at the effective date.
“Currency Acquisition and Management Fee” means the fee calculated from the agreed upon percent increase on the foreign currency acquired when a jurisdiction’s Fees (Official and/or Agent) vary from the user’s payment currency.
“Currency Exchange Provider” means the company with whom the Licensor has contracted the service to provide currency exchange services.
“Customer Materials” means End Customer’s information, Customer Application, End Customer Data, Personal Data, including Personal Data from end users, software, document, and any other materials used or submitted by End Customer or its end users in connection with the Service.
“Data Processing Terms” If Hexos Incorporated processes any Personal Data as a result of providing the Service, Hexos Incorporated shall do so in accordance with the applicable Data Processing Terms. The Data Processing Terms may be modified by Hexos Incorporated from time to time in accordance with its terms.
“Deposit Account” means a deposit account in countries where local rules require that such a deposit account is established, where from the local Authorities will redraw Funds for payment of the Official Fee.
“Documentation” means the guides and manuals for use with the Service, which are customarily supplied by Hexos Incorporated to its customers.
“Effective Date” shall mean the date of the last signature for a Party on the Agreement.
“Foreign Currency Exchange” means the exchange of currency from payment currency to non-payment currency.
“Hexos Service Fee” means the fee to renew or maintain Intellectual Property Rights, or any such other related service offered to the Client.
“Intellectual Property Rights” means worldwide common law and statutory rights associated with (a) patents and patent applications; (b) works of authorship, including mask work rights, copyrights, copyright applications, copyright registrations and “moral” rights; (c) the protection of trade and industrial secrets and confidential information; (d) all rights to registered and common law trademarks, trade names, trade dress, and service marks; (e) other proprietary rights relating to intangible intellectual property (including but not limited to designs, design rights, source codes, proprietary material, know-how, ideas, concepts, methods, techniques, rights in databases and all other intellectual property rights and rights of a similar character whether registered or capable of registration); (f) analogous rights to those set forth above; and (g) divisions, continuations, renewals, reissuances and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.
“Agent” means a person, company or service able to provide representation in relation to the payment of the Official Fee to the Authorities.
“Agent Fee” means any fee to be paid to a Local Agent for payment of the Official Fee to the Authorities.
“Official Fee” means the fee to be paid to Authorities to maintain Intellectual Property Rights in force, however it does not cover filing fees, grant fees or any other applicable fees to the Authorities.
“Personal Data” has the meaning set forth in the Data Processing Terms.
“Service” means a software-as-a-service and direct offering hosted by Hexos Incorporated in either a dedicated or multi-tenant platform.
“Software” means the Hexos IP Platform which provides the end customer access to the dashboard.
“You,” “Your,” “User” or “End Customer” means the company, person or organization (and their authorized end users) that has been granted access to the Service.
2.1 You are hereby granted access to use the Service solely for internal operations and in accordance with these Terms of Service. Provided, however, your access to the Service is limited to the contract term and other details set forth in the order submitted to and accepted by Hexos Incorporated.
2.2 Hexos Incorporated or Hexos Incorporated’s suppliers may, at any time, without notice or liability, limit the availability of the Service in order to perform maintenance activities or technical support.
2.3Additional terms applicable to certain services may be included herein as an Attachment.
3.1 You shall not and shall not permit any end users or third party to access, store, distribute or transmit any spam, viruses, worms, Trojan horses, corrupted files, or other items of a destructive or disruptive nature. You shall not and shall not permit end users or any third party to access, store, distribute or transmit any data or any material during the course of use of the Service that is unlawful, illegal, harmful, threatening, defamatory, obscene, abusive or infringing of any rights or in any way not in compliance with applicable laws. Hexos Incorporated may immediately, without liability to you, suspend or otherwise disable the Service to the extent necessary to disable access to any data or material that breaches the provisions of this Section.
3.2 You shall not, and shall not permit end users or any third party to: (a) modify or create any derivative work of the Service, APIs, or Documentation, or any portion thereof; (b) decompile, reverse engineer or otherwise attempt to derive the underlying ideas, algorithms, structure or organization from the Service or APIs; (c) sell, license, sublicense, lease, rent, or otherwise transfer rights to the Service or APIs to any third party; (d) create Internet “links” to the Service or “frame” or “mirror” any part of the Service, including any content contained in the Service, on any other server or device; (e) engage in, promote, or encourage illegal activity; (f) disable, interfere with or circumvent any aspect of the Service or APIs; or (g) disclose or publish the results of any performance, functional, or other evaluation or benchmarking of the Service to any third party without written consent from Hexos Incorporated.
3.3 Unless otherwise agreed, you shall not, and shall not permit any end user or third party to incorporate other services, software or products with Service. You will be responsible for any additional users you create on your account, and their use of the software and data.
3.4 You shall maintain the confidentiality and security of all credentials, including but not limited to, passwords, usernames and other identification. You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Service and, in the event of any such unauthorized access or use, you will promptly notify Hexos Incorporated in writing.
3.5 The Service, any accompanying software and/or hardware, and other technology Hexos Incorporated makes available (“Hexos Incorporated Offerings”) may be subject to export laws and regulations of the United States and other jurisdictions. You agree to comply with all applicable export laws and regulations. You shall not permit end users to access or use any Hexos Incorporated Offerings or Customer Materials in an embargoed country that would prohibit such access or in violation of any export law or regulation. Proscribed countries are subject to change without notice, and you must comply with the list as it exists in fact. You certify that neither End Customer nor any end users are on the U.S. Department of Commerce’s Denied Persons List or affiliated lists or on the U.S. Department of Treasury’s Specially Designated Nationals List or any such comparable lists by the government of the United Kingdom.
3.6 Each party shall comply with all applicable laws, ordinances, rules and regulations, and shall obtain any and all permits, licenses, authorization, and/or certificates that may be required in any jurisdiction or any regulatory or administrative agency in connection with the sale, use and/or operations of Hexos Incorporated Offerings. Without limiting the generality of the foregoing, you shall comply with all laws and regulations on data privacy, international communications, and the exportation of technical or Personal Data.
3.7 End Customer agrees to defend, indemnify and hold harmless Hexos Incorporated from and against all liabilities, fines, penalties, costs and expenses, including reasonable attorney’s fees, related to or arising from: (a) breach of Section 3; or (b) alterations or modifications to the Service, or any software made available pursuant to Section 5, not made by Hexos Incorporated; or (ii) combination or use of the Service, or any software made available pursuant to Section 5, with products, services, or materials not provided by Hexos Incorporated.
4.1 You grant Hexos Incorporated the right to host, use, process, display and transmit Customer Materials to provide the Services pursuant to and in accordance with these Terms of Service.
4.2 End Customer hereby warrants that it (a) owns or has otherwise obtained all rights and permissions related to any Customer Materials; and (b) Customer Materials do not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. Additionally, if required, End Customer warrants that it will provide all appropriate notices to data subjects and has obtained all appropriate consents to transfer Personal Data to Hexos Incorporated and allow its processing as necessary to provide the Service in accordance with the Data Processing Terms. End Customer agrees to defend, indemnify and hold harmless Hexos Incorporated from and against all liabilities, fines, penalties, costs and expenses, including reasonable attorney’s fees, related to or arising from breach of this Section.
4.3 End Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Materials. Customer acknowledges and agrees that Hexos Incorporated does not exercise any control over any of Customer Materials that End Customer or its end users use in connection with the Service. Furthermore, except as otherwise agreed, you acknowledge and agree that Hexos Incorporated will have no liability or responsibility for any Customer Materials, including, but not limited to, liability for any data loss.
Software made available for download with, from, or through the Service, if any, is licensed subject to the terms of the applicable End User License Agreement (“EULA”) provided at the time of download or a separate license agreement by and between the Parties. You shall maintain any third-party software copyright notices and comply with any license terms embedded on third party software received in connection with Service.
Hexos Incorporated reserves the right to update, upgrade, modify, change, improve, and/or redesign any product or service at any time (“Product Changes”). Hexos Incorporated will not make any Product Changes that materially impact the functionality of the Service during the then-current subscription term. Hexos Incorporated further reserves the right to discontinue any product or service upon six (6) months advance notice to End Customer. Any and all subsequent updates, upgrades, revisions and changes to the Service or any software component thereof shall be governed by these Terms of Service, as may be amended by Hexos Incorporated from time to time. You will promptly install all updates to any software made available pursuant to Section 5, as Hexos Incorporated makes them available, and if you provide access to the Service on behalf of other end users, you shall require them to install all such updates also.
Service Level Agreements, if any, are separately communicated to you by Hexos Incorporated, as applicable. For clarity, any credits owed pursuant to any Service Level Agreements will only be provided to the party that pays Hexos Incorporated for the Service.
8.1 Hexos Fees per renewal are dependent on the pricing plan agreed with Hexos Incorporated.
8.2 Hexos Fees may be adjusted at any time unless otherwise contractually agreed with a Client.
8.3 Hexos Incorporated invoices all clients 60-days prior to the upcoming Quarter and processes payments via ACH / Wire or Stripe (or similar payment service) 30-days prior to the upcoming Quarter. All renewals must be paid no later than one month before the start of a calendar quarter containing the renewals to be paid. Hexos Incorporated will not renew an item of Intellectual Property unless paid in this way. If a renewal is set as “Auto-Renew” then a client’s account will be automatically drafted one month before the start of a calendar quarter where the renewal falls due.
8.4 All invoice payments are to be paid via a third party payment processor. You authorize us to charge your bank account for all fees payable in the forthcoming quarter. In addition, you authorize us to use the third party to process payments, and consent to the disclosure of your payment information to such third party.
8.5 All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the services.
8.6 Our prices are in USD ($), unless otherwise indicated.
8.7 In the time period between when we quote the Client, receive payment and make the renewal; If variations are experienced in foreign exchange rates, or if the official and/or agent fees change, Hexos Incorporated reserves the right to requote and charge (including withdrawing additional funds from your bank account) this difference.
8.8 All renewal payments are made on or before the due date within said Quarter.
8.9 Hexos will make no renewal payments on the client’s behalf without receipt of funds within the time limits described above.
Onboarding/Rush Payment Terms: On occasion there may be renewal payments due that fall outside of our standard time limits above. In those cases, Hexos Incorporated invoices all Non-Standard/Rush payments “upon receipt”. In this, and all cases Hexos will not make any renewal payment on behalf of a client if instructions and funds are received within 14 days of the Renewal deadline.
9.1 Validity. The fees communicated in a service quote are estimates and subject to change dependent on renewal volume, changes made by country official fees, or changes in the foreign exchange rate upon renewal. We cannot be held responsible for faults, omissions, or miscalculations in price quotations, by us, or by third parties. Price estimates and quotations are subject to change.
Support included with the Service will be provided.
Our contractual term continually renews until terminated by either party.
We assume that data that the Client’s provide to us such as Intellectual Property number, and relevant dates are correct and that the Client has maintained their rights correctly prior to seeking the assistance of Hexos Incorporated for that right.
By accepting the Client’s instructions to renew an item of Intellectual Property, Hexos Incorporated does not guarantee that the renewal will be accepted by the relevant local Authority.
The Client agrees to arbitration should any renewal of an Intellectual Property Right be missed.
IN NO EVENT SHALL (I) EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER AND VENDORS HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You may from time to time provide suggestions, comments, or other feedback to Hexos Incorporated with respect to any product, material, software or information provided by Hexos Incorporated (hereinafter “Feedback”). You agree that all Feedback is and shall be entirely voluntary and shall not, absent separate agreement, create any confidentiality obligation for Hexos Incorporated. However, Hexos Incorporated shall not disclose the source of any feedback without the providing party’s consent. Hexos Incorporated shall be free to disclose and use such Feedback as it sees fit, entirely without obligation of any kind.
14.1 Should your account be terminated or if you cease use of the Service, you must immediately contact Hexos Incorporated to disable your access. Any amounts prepaid for the Service are refundable.
14.2 Hexos Incorporated may terminate your access to the Service with immediate effect and disable your access if: (a) you or any of your end users breach these Terms of Service; or (b) you or any of your end users infringe Hexos Incorporated’s or any of its licensor’s Intellectual Property Rights or make any unauthorized use of the Service.
14.3 Hexos Incorporated may temporarily suspend your access to the Service (to be restored as soon as commercially practicable) if Hexos Incorporated reasonably believes it necessary to maintain the security, quality or integrity of the Service or to prevent misuse.
14.4 Hexos Incorporated may suspend or terminate access to all or any part of the Service if: (a) Hexos Incorporated determines in its reasonable discretion the Service does or may infringe on a third party’s Intellectual Property Rights; or (b) any third party suppliers, service providers or licensors that assist Hexos Incorporated in providing the Service cease providing services to Hexos Incorporated for any reason or for no reason.
14.5 Upon written request by End Customer, made within 30 days after the effective date of termination of the Service, Hexos Incorporated will make Customer Materials available to End Customer for export or download as provided in the Documentation. After such 30-day period, Hexos Incorporated will have no obligation to maintain or provide any Customer Materials. Thereafter, unless legally prohibited, Hexos Incorporated will delete or destroy all copies of Customer Materials in Hexos Incorporated systems or otherwise in Hexos Incorporated’s possession or control, as provided in the Documentation and/or the Data Processing Terms, as applicable. For clarity, this Section does not apply to Trial Services.
Hexos Incorporated holds copyright, title and any other rights to the Software and Partner acknowledges that the Software and all copyright, trade secrets, know- how and other rights, title and interest therein, are the sole property of the Hexos Incorporated. Licensing of the Software confers no title or ownership and is not a sale of any rights in the Software or any part thereof or other software. Without limiting the foregoing, Partner specifically acknowledges Hexos Incorporated’s exclusive rights to ownership of any modification, translation or adaptation of the Software and any other improvement or development based thereon. All rights not expressly granted are reserved by Hexos Incorporated. The Partner assigns to Hexos Incorporated free of charge all rights, copyright, title and interest in any corrections, suggestions or other know-how created after the Effective Date and related to the Software or the Partner and/or the Partner’s customer/clients’ use of the Software.
Neither party shall be liable for failure to fulfill its obligations under these Terms of Service or for delays in delivery due to causes beyond its reasonable control, including but not limited to act of God, acts or omissions of the other party, man- made or natural disasters, material shortages, strikes, service outages failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections and power failures. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of these Terms of Service is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
Hexos Incorporated may amend these Terms of Service at any time. Hexos Incorporated will post a copy of the amended Terms of Service on the web page, platform or portal where the Service is accessed. Your continued use of the Service after amendment will be considered as your acceptance of the amended Terms of Service.
You may not assign or purport to assign these Terms of Service or any of its obligations thereunder without Hexos Incorporated’s prior written consent.
These Terms of Service do not confer any rights on any third party.
Hexos Incorporated may collect and use usage history and statistics based on your or your end users’ use of Service (collectively, “Enhancement Data”) for Hexos Incorporated’s internal analytical purposes related to its provision of the Service, including to improve and enhance the Service. Hexos Incorporated may make information derived from its analysis of Enhancement Data publicly available, provided that the publicized information does not include any Enhancement Data that has not been aggregated and anonymized. For the purposes of these Terms of Service, aggregated and anonymized Enhancement Data means Enhancement Data that (a) has been aggregated with other data, and (b) does not contain information that identifies you, End Customer, or any end users. For the sake of clarity, aggregated and anonymized data is not considered confidential information.
Hexos Incorporated may publicly disclose that you are a user of the Service. Additionally, you agree to participate in press announcements, case studies, trade shows, or other marketing reasonably requested by Hexos Incorporated. During your use of the Service and for a period thereafter, you grant Hexos Incorporated the right, free of charge, to use your name and/or logo, worldwide, to identify you as a customer on Hexos Incorporated’s website and/or in other marketing or advertising materials. Any logo use shall be subject to Hexos Incorporated’s compliance with any written guidelines that you may deliver to Hexos Incorporated regarding the use of your name and logo.
Hexos Incorporated may contact you directly to communicate on matters related to the Service. Hexos Incorporated may access any Service instance as necessary to support the Service.
Unless agreed otherwise in signed writing by Hexos Incorporated, these Terms of Service contain the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.
These Terms of Service shall be construed and interpreted in accordance with the laws of the State of North Carolina. Any action, suit or proceeding relating to these Terms of Service may be brought in the appropriate court located in Wake County, North Carolina and you hereby consent to such jurisdiction. The parties hereby irrevocably waive any and all rights to trial by jury in any legal proceedings arising out of or related to these Terms of Service or the transactions contemplated hereby. The provisions of the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service or any order issued hereunder.
555 Fayetteville Street, Suite 300
Raleigh, NC 27601 USA
operations@hexosip.com
+1 (877) 439-6747
