HALLEY METER SOFTWARE APPLICATION TERMS OF SERVICE
Last Updated: August 23, 2021
These Terms of Service, which incorporate by reference the Privacy Policy (as defined below) (collectively, “Terms“) govern your use of the Halley Software Application (“App“), along with Halley Labs’ website(s), web services, APIs or other online and offline services (together with the App and irrespective of release version, the “Service“). These Terms constitute a legally binding agreement between you, the user that will be utilizing the Service, either an individual or a single entity (“you” or “user“) and Halley Labs L.P., its subsidiaries and affiliates (“Halley Labs“, “we” or “us“).
If you are entering into these Terms on behalf of an organization, you hereby warrant that you have the authority to do so and that your use of the Service on behalf of such organization is authorized thereby.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY DOWNLOADING, CONNECTING TO, ACCESSING, ACTIVATING OR USING THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE PROVISIONS OF THE PRIVACY POLICY, AND YOU AGREE TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH THE SERVICE. IF YOU DO NOT AGREE TO ANY OF THE TERMS, YOU ARE NOT ALLOWED TO DOWNLOAD, CONNECT TO, ACCESS, ACTIVATE OR USE THE SERVICE AND ARE OBLIGED TO UNINSTALL OR ERASE THE APP FROM ALL YOUR DEVICES.
The Service is not designed or intended for children under the age of eighteen (18), unless a younger age threshold has been adopted by your country (the “Eligible Age”). We reserve the right to request proof of age at any stage to verify that minors under the Eligible Age are not using the Service. In the event that we learn that a child under the Eligible Age uses the Service, we will prohibit such person from accessing the Service and we will terminate the relevant account.
If you become aware of any unauthorized use of the App by a third party, underaged or otherwise, we encourage you to notify us.
Halley Labs may update these Terms from time to time by posting the modified provisions as part of the App or at www.halley.world and such updated Terms will be effective as of the “Last Updated” date. Your continued use of the Service on or after the “Last Updated” date constitutes your consent to such updated Terms.
- The Service
The Service allows you to monitor, measure, upload, store, catalog, share and receive data and photos from an automobile repair shop (“User Content“), enhancing your ability to track and monitor services performed in the automobile repair shop and providing related web-based services and tools.
By downloading and using the Service you hereby acknowledge the terms and the practices related to the collection and storage of information, including User Content, and including but not limited to your personal information as described in the Privacy Policy.
- Grant of License and Permitted Use of Service
Subject to the limitations and restrictions provided in these Terms, Halley Labs hereby grants you a limited, personal, non-exclusive, non-sub-licensable, non-transferable, non-assignable, revocable: (i) right to use the Service according to the specific level of use purchased by you, and (ii) license to download, access and use the App; in both cases on device(s) that you own or control, during your subscription term, for your internal business purposes and provided that you will not alter or modify any part of the Service, other than as may be reasonably necessary to use the App and Service for its intended purpose (collectively, “License“). These Terms do not convey to you any interest in or title to the App, but only limited rights to use the Service solely in accordance with the License and these Terms.
This License does not allow you to use Halley Labs’ name, trademarks or other commercial symbols.
All rights and licenses not expressly granted to you under these Terms will be retained by Halley Labs.
- Restrictions
The following actions are strictly prohibited with respect to the Service. Your failure to comply with any of these restrictions may result in the immediate termination of your License and your right to access and use the Service and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or by anyone else: (a) use the Service for any illegal, unlawful, fraudulent or unauthorized purposes; (b) distribute, resell or offer the Service for rent or lease or offer it to the public in any manner or integrate the Service within another service, without the prior written consent of Halley Labs; (c) use the Service in any form of spam, unsolicited mail or similar conduct; (d) interfere with or violate other users’ or third parties’ right to privacy or other rights, or harvest, scrape, data mine, screen scrape, data aggregate, index or collect data and information about other users or third parties without their consent, whether manually or automatically with the use of any robot, spider, crawler, any search or retrieval application, or use other automatic device, process or method to access the Service and retrieve, index and/or data-mine any information; (e) infringe any proprietary or intellectual property right of Halley Labs or any third party, including without limitation copyrights, trademarks, designs, patents and trade secrets, whether such intellectual property is registered or not, and whether it is registrable or not; (f) interfere with or disrupt the operation of the Service or the servers or networks that host the Service, introduce viruses, trojan horse, worm, or any other computer programs designed to interrupt, destroy, or limit the functionality of the App, Service and/or any system, computer software, hardware or telecommunications equipment, take any action intended to circumvent, disrupt or disable the operation of any security feature or measure of the App and/or Service, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks; (g) transmit, distribute, display or otherwise make available through or in connection with the Service any content, which may infringe, violate, misuse or otherwise interfere with third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (h) use the Service in connection with activities or material which a reasonable person could consider to be stalking, defamatory, abusive, libelous, fraudulent, pornographic, or threatening; or advocating harassment, racism, abuse, hatred or physical harm against any group or individual; or disparaging the religious, political, or legal agenda of any group or individual; or are otherwise illegal; (i) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our platform infrastructure; (j) decompile, disassemble, decrypt, extract or otherwise reverse engineer or attempt to reconstruct or discover any source code of, or any underlying ideas in, the App; (k) modify, enhance, supplement, adapt, or create derivative works from the App; (l) bypass any measures we may use to prevent or restrict access to the Service, post or transmit any communication or solicitation designed or intended to obtain password, account, or private information from any third party, or access the App and/or Service or Halley Labs’ facilities via automated means, including by crawling, scraping, caching or otherwise (except as may be the result of standard search engine protocols or technologies used by a search engine or authorized API connection between the App and other services with our express consent); (m) access, or attempt to access, the App other than through the interface that is provided by Halley Labs; and/or (n) violate these Terms and any applicable law or regulation.
Since you are downloading the App from a third-party platform, service provider or distributor, such as Apple App Store, Google Play Store, Amazon Appstore, etc. (the “Platform Provider“), your use of the App may also be governed by usage rules which the Platform Provider may have established and which relate to your use of the App (“Usage Rules“). It is your responsibility to determine what Usage Rules are applicable to your use of the App. You undertake to comply with all the applicable Platform Provider’s Usage Rules and the Usage Rules applicable to your use of the App are incorporated herein by reference. In the event of a conflict between these Terms and the terms of any applicable Usage Rules, which relates solely to the Platform Provider’s representations, warranties, restrictions on use of the App, obligations, limitation of liability (to the extent applicable to the Platform Provider) and/or other provisions that impose any responsibility on the Platform Provider, the terms of the applicable Platform Provider’s Usage Rules will prevail. You represent that you are not prohibited by any applicable laws or Usage Rules from downloading and/or using the App. Any download and/or use of the App by anyone prohibited by any applicable laws or Usage Rules from downloading and/or using the App is expressly prohibited.
- Registration to the Service and Fees
Use of the App and the Service requires registration and the creation of a user account. Your user account may give you access to the App, any part thereof, and to other functions that Halley Labs may establish and maintain from time to time. In order to become a registered user of the Service, you may be asked to provide us with certain personal information, such as your full name, telephone number, active email address and residence information, and select a password. You must provide full, accurate and truthful information, in compliance with all applicable laws, rules and regulations. You may not (i) impersonate to another person; (ii) use as a user name a name subject to any rights of another person or entity without appropriate authorization; or (iii) use another user’s account without permission. Halley Labs reserves the right to refuse user’s registration or to block user’s access to the App, thus terminating the License and your right to use the Service, at its sole discretion.
Upon opening your account, you will be given default access controls (user name, admin rights, password, or other credentials or login information). You will be responsible for your access controls and their authorized use and must keep them secured. You will not disclose your access controls and will use reasonable efforts to prevent unauthorized access to your access controls. We will not be liable for any unauthorized access to, use of, or alteration, corruption, deletion or loss of any User Content due to any use of your access controls.
You are solely responsible for the activity that occurs on your account. You must notify Halley Labs immediately of any breach of security or unauthorized use of your account. Halley Labs will not be liable for your losses caused by any unauthorized use of your account.
The information you provide during registration will be stored with Halley Labs and used consistently with our Privacy Policy.
In consideration of the Service, you will pay us the fees and charges quoted to you. Fees are exclusive of any applicable sales or use taxes (such as VAT), and you are responsible for all such taxes. Fees and charges are due and payable each month in advance, by credit card. We reserve the right to change our prices at any time, in respect of any future term, upon a 30-day prior notice via the App. All payment obligations are non-cancelable and nonrefundable.
- Service Termination
You may terminate the Service at any time and for any reason by [logging onto our termination page at [https://halleymeter.compie.tech/admin/login]]
Halley Labs may in its sole discretion and at any time, temporarily or permanently, suspend or block a user from using the Service and/or cease the operation of the Service or any part thereof, in each case immediately and without prior notice or liability.
When the Service is terminated, then during thirty (30) days following termination: (a) we will not erase any User Content, in order to enable you to transfer the User Content to a new private or public storage device or service, at your sole responsibility, cost and expense; (b) you may retrieve the User Content from the Service only if you have paid any charges which may be payable for post-termination use of the Service and all other amounts due; and (c) unless we terminate these Terms or your use of any specific account for cause, we will provide you with the same post-termination data retrieval assistance that we make generally commercially available without additional charge to our customers. Any additional post-termination assistance from us is subject to mutual agreement by you and us, on terms to be agreed. After said (30) days period following termination, we may erase all the User Content, without further notice.
All the provisions of these Terms which by their nature should survive termination for any reason (including, without limitation, Sections 3, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 20, and 21) will survive termination. Termination of these Terms will not relieve you from any obligation arising or accruing prior to such termination or limit any liability which you otherwise may have to Halley Labs.
- Content and other Information
You may create, store, upload, display and share your User Content within the Service. Such User Content uploaded by you to the Service will be available or accessible to other users selected or defined by you. In addition to User Content, other information, including your personal information as described in the Privacy Policy, is received or may be received, and may be used by us. For more information regarding your privacy, please refer to our Privacy Policy. You hereby authorize us to store User Content on servers of third-party hosting services providers that may be utilized by us from time to time and to change the resolution and quality of the User Content to reduce bandwidth and storage space and allow proper performance of the Service.
You and other users selected or defined by you will have access to your User Content and will be responsible for all changes to and/or deletions of User Content. You will have the ability to retrieve or export User Content out of the Service using the self-service tools Halley Labs makes available to you. You are encouraged to make your own back-ups of the User Content and are responsible for backing up such data. You will be responsible for compliance with all applicable laws and regulations applicable to your use of the Service, which laws and regulations will include but not be limited to data privacy and protection. You acknowledge and agree that Halley Labs does not control or monitor your communications with other parties, or guarantee the accuracy, integrity, security or quality of such communications, and is not responsible for obtaining any necessary consents or permissions from recipients of your communications.
You hereby grant Halley Labs an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully-paid, sub-licensable and transferable license to process and use your User Content and other information in any way at Halley Labs’ sole discretion, including without limitation to copy, reproduce, download, store, share, distribute, publicly perform, reproduce, edit, modify, adapt, translate, reformat, create derivative works of it, incorporate it into a collective work, and use it for the following purposes: (i) providing or enabling the App and/or Service or any future product or service; (ii) developing, enhancing and improving our products and services; (iii) conducting statistical analysis, including big data analysis and machine learning processes, on an aggregate level; (iv) providing industry and business related insights for our internal purposes and for our customers; and/or (v) complying with a request of any governmental or regulatory body (including subpoenas or court orders), or as otherwise required to comply with applicable law, without the need for any further compensation, approval or consent. We will not access, use, disclose or retain the User Content for any purpose, including a commercial purpose, except as necessary to provide the Service or as otherwise permitted by these Terms. We will store and retain the User Content for a period of three (3) years from upload.You may terminate the license at any time by removing your User Content from the App. However, you hereby agree that Halley Labs may retain and use copies of your User Content for a reasonable period of time following termination, under applicable privacy laws, for archival or backup purposes or in order to enforce these Terms and to satisfy any applicable law.
You are solely responsible for any User Content that you upload, post, publish, provide, display, share and otherwise transfer via the Service, including the accuracy, quality, integrity, legality, reliability, and appropriateness of any User Content and the means by which you acquired it, for the adequate security, protection and backup of your User Content and for any damage or loss to any other third party resulting therefrom, and you assume all risk in connection therewith. You warrant that you own all right, title and interest and have obtained the necessary permissions, valid consents and releases from the data subjects required to lawfully transmit, store and for the use of your User Content in the manner contemplated in these Terms, and that you have the right to share your User Content with Halley Labs, the Service, and other Halley Labs users, and grant Halley labs the license hereunder, all without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other rights of any third party, and that your User Content will not disrupt or corrupt the Service and is otherwise consistent with these Terms. You understand that the Service may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, which might result in your restoring files that are no longer usable.
You understand that when using the Service you may be exposed to User Content from a variety of sources. Halley Labs takes no responsibility and assumes no liability for, and makes no guarantees or warranties to, the accuracy, validity, legal status, usefulness, safety, or intellectual property rights of, any User Content that you or any other user or third party post or transfer over the Service. Without derogating from any other provision herein, you agree that you will bear all risk and responsibility associated with the use of User Content or other information, and that Halley Labs will not be liable in connection therewith. You hereby waive any legal or equitable rights or remedies you have or may have against Halley Labs with respect to such User Content.
You represent and warrant that Halley Labs’ use of the User Content as set forth herein will not violate the rights of any third party or any laws, rules or regulations. Upon request, you will provide reasonable proof of compliance with these provisions and Halley Labs will have no obligation to provide any Service where we reasonably believe that you have not so complied.
You hereby acknowledge that the App may consume bandwidth from your mobile data plan in order to upload User Content from your mobile device, as permitted by you in these Terms.
- Intellectual Property Rights
Halley Labs and its licensors retain all right, title, interest and ownership in and to the Service and any part thereof, including without limitation the App, the design and layout of the Service and all contents of the Service (except for User Content), and including without limitation all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, service marks, trade names, logos, copyrightable materials, graphics, text, images, photos, illustrations, drawings, designs (including the “look and feel” of the App, the Service, website, or any other features obtained from or through the App), specifications, methods, procedures, algorithms, data, technical data, interactive features or activities, source and object code, files, interface, GUI and trade secrets, whether or not registered, and all copies, revisions, modifications, updates and/or upgrades thereto, including all derivative works thereof.
Except for the License granted in accordance with these Terms, all rights in and to the Service are reserved, and no licenses, implied or otherwise, are granted by Halley Labs.
You agree not to challenge Halley Labs’s rights in or otherwise attempt to assert any rights in the Service, except those explicitly granted under these Terms.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Halley Labs, including copyright mark [©] or trademark [® or ™] contained in or accompanying the App or the content included in the Service, and you represent and warrant that you will abide by all applicable laws in this respect.
You are further prohibited from using, diluting or registering any name, mark, logo or other commercial symbol that is identical or confusingly similar to any of Halley Labs’s marks and logos, whether or not registered or registrable.
Third-party trademarks, product names and brands which may appear in the Service are the property of their respective owners, including all goodwill associated with such trademarks and product names.
- Confidentiality
You agree not to use or disclose any of Halley Labs’s Confidential Information except in connection with your authorized use of the Service. “Confidential Information” means all non-public information disclosed to you by Halley Labs in connection with the Service that is designated by Halley Labs as being confidential or that you should reasonably understand to be confidential, including without limitation all non-public aspects of the Service such as the App.
- Third Party Software
Certain software, files or components included in the Service are licensed to Halley Labs from third parties (“Third Party Software“). Halley Labs utilizes Third Party Software according to the applicable license agreements governing such Third Party Software. Halley Labs does not recommend, sponsor or endorse, and Halley Labs and the App are not sponsored by, endorsed by, or affiliated with, the provider of any Third Party Software. Without derogating from any other disclaimer of liability set forth in these Terms, Halley Labs has no control over Third Party Software and is neither responsible for its functioning nor for any error, defect or malfunction in such Third Party Software. Note that information may be collected and stored by the providers of such Third Party Software and that your use of such Third Party Software, including use in connection with Halley Labs’s App, is governed by the terms of use and privacy policies of the applicable Third Party Software providers and not by these Terms. We recommend that you review the terms of use and privacy of all Third Party Software that may be bundled with the App or installed in connection with the App.
Some Third-Party Software may be open-source software. To the extent these Terms conflict with the terms of an open-source license, the open-source license terms will prevail. You may request a copy of the open-source licenses we use by contacting us at office@halley.world. OPEN-SOURCE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR GUARANTEE OF ANY KIND.
- Links to Third Party Sites
The Service may contain links to other third parties’ websites, applications or features, or referrals to certain third parties’ products or services that are not owned or controlled by Halley Labs and that Halley Labs has no control over them. Halley Labs is not responsible for the availability and/or accuracy and of information on such sites and/or privacy practices or any other practices. Halley Labs does not endorse and is not responsible or liable for any content including but not limited to content advertising, products or other information on or available from such linked sites and. If you choose to visit such third party’s websites, applications or features, or use its products or services, please be aware that such third party’s own terms of use and privacy policy will apply and govern your activities and any information you disclose while interacting with such third parties. Halley Labs does not make any representation or warranty whatsoever regarding such third party’s websites, applications, features, services, products or content.
- Advertisements
Halley Labs may integrate commercials, advertisements and/or sponsored links (“Advertisements“), whether within or beside the Service. By clicking an Advertisement, you may be transferred to a service of an advertiser or receive any other content, messages, information or offers from the advertiser and from others. All information contained in Advertisements is solely controlled by the relevant vendor, and Halley Labs neither controls Advertisements nor makes any warranty or representation with respect to their accuracy, appropriateness or content. You agree that your use of the Service, in this respect as well in all other matters, is at your sole and exclusive risk.
- Updates to the App
Updates to the App may be automatically downloaded from the Service and installed on your device from time to time. These updates may take the form of bug fixes, enhanced functions, new actions and new versions of the App. You acknowledge and agree to receive such updates from Halley Labs and hereby permit Halley Labs to deliver these updates to you and install them automatically on your device as part of your use of the Service.
- Changes to the Service or App
Halley Labs may change the Service’s layout and design and the availability of functions included therein or may change the form, features or nature or all or part of the Service from time to time, upon a 30-day prior notice via the App. Halley Labs may also temporarily or permanently cease or discontinue providing any or all of the Service, support, updates and/or upgrades at any time. You hereby agree and acknowledge that Halley Labs will bear no liability with any of the foregoing.
- Privacy Policy
Your use of the Service may trigger the collection and processing of certain data and other information about you through the App and/or Service. Our collection and use of such information is governed by our privacy policy, which is available at [https://halley.world/ ] (the “Privacy Policy“), which is incorporated by reference into these Terms. By using our App and/or Service, you acknowledge that you have reviewed our Privacy Policy and agree to be bound by its Terms.
Halley Labs has the right but not the obligation to monitor any activity and content associated with the Service. Halley Labs may investigate any reported violation of these Terms and take any action it deems fit, including terminating your access and use of the Service without any prior notice. If Halley Labs suspects that your activity violates any law or regulation, Halley Labs may report to the appropriate law enforcement authorities or other third parties.
- DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE AND APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELY WITH YOU. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, THE SERVICE INCLUDING THE APP LICENSED UNDER THESE TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY WHATSOEVER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, HALLEY LABS MAKES NO GUARANTEE OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IN CONNECTION WITH THE INSTALLATION, USE, PERFORMANCE, RELIABILITY, ACCURACY OR QUALITY OF THE SERVICE, OR IN CONNECTION WITH TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, PRIVACY, NON-INTERFERENCE, COMPATIBILITY, SECURITY, AVAILABILITY, LACK OF NEGLIGENCE AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HALLEY LABS DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, SECURE, PRIVATE OR ERROR-FREE, THAT YOUR USER CONTENT OR OTHER INFORMATION WILL NOT BE LOST OR CORRUPTED, THAT INFORMATION CONTAINED IN THE SERVICE WILL BE CURRENT, COMPLETE OR ACCURATE, OR THAT THERE WILL NOT BE DAMAGE TO YOUR DEVICE.
USER IS SOLELY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. HALLEY LABS DOES NOT WARRANT, ENDORSE OR GUARANTEE, AND IS NOT RESPONSIBLE FOR, ANY ACTION OR NON-ACTION AND/OR ANY HARM OR DAMAGE CAUSED BY OR IN CONNECTION WITH A THIRD PARTY, INCLUDING WITHOUT LIMITATION HOSTING PROVIDERS, PARTNERS OR OTHER USERS OF THE SEVICE.
- LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT YOU WILL EXERCISE YOUR OWN INDEPENDENT ANALYSIS AND JUDGMENT IN YOUR USE OF THE SERVICE. HALLEY LABS ASSUMES NO LIABILITY FOR YOUR USE OF THE SERVICE, AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION THE DOWNLOADING OF THE APP ON YOUR DEVICE(S) AND THE UPLOADING, SHARING AND USE OF CONTENT, IS AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HALLEY LABS, ITS SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURIES TO YOU OR TO ANY THIRD PARTY, IN CONNECTION WITH OR RESULTING FROM ANY CAUSE WHATSOEVER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, IN NO EVENT WILL HALLEY LABS, ITS SHAREHOLDERS, DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR ANY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, THE SERVICE, THE APP, OR YOUR USE OF OR INABILITY TO USE THE SERVICE OR THE APP, INCLUDING WITHOUT LIMITATION THOSE RESULTING OR ARISING FROM LOSS OR RECOVERY OF DATA, GOODWILL, LOSS OF BUSINESS INFORMATION, THE VALIDITY OR CORRECTNESS OF ANY CONTENT OR OTHER INFORMATION STORED, PROCESSED OR TRANSMITTED VIA THE SERVICE, ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, CORRUPTION, LOSS OR FAILURE TO BACKUP OR STORE ANY OF THE USER CONTENT, LOSS OF USE OR LOSS OF REVENUE, SAVINGS OR PROFIT, LABOR COSTS, OR OTHER PECUNIARY LOSS, OR BE LIABLE FOR ANY PERSONAL INJURY, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) OR OTHER DAMAGES, REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF HALLEY LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND EVEN IF THE POSSIBILITY OF SUCH DAMAGES IS FORESEEABLE.
YOU HEREBY ACKNOWLEDGE AND WARRANT THAT YOUR USE OF ANY INFORMATION OBTAINED IN CONNECTION WITH YOUR USE OF THE SERVICE IS AT YOUR SOLE DISCRETION AND RISK. YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICE IS TO UNINSTALL AND CEASE YOUR USE OF THE SERVICE.
NOTWITHSTANDING THE ABOVE, IF FOUND TO BE LIABLE BY A FINAL JUDICIAL RULING, THE TOTAL AGGREGATE LIABILITY OF HALLEY LABS AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS AND EMPLOYEES TO YOU OR TO ANY THIRD PARTY UNDER THESE TERMS OR ARISING OUT OF OR OTHERWISE RELATED OR IN CONNECTION TO YOUR USE OF THE SERVICE OR APP WILL BE LIMITED TO THE SUMS ACTUALLY PAID BY YOU TO HALLEY LABS FOR THE SERVICE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST CLAIM FOR LIABILITY.
YOU MAY NOT BRING A CLAIM UNDER THESE TERMS MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ARISES.
- Indemnification
Upon its first demand, you agree to defend, indemnify and hold Halley Labs, its shareholders, directors, officers, employees and agents, harmless from any claim, liability, cost, loss, damage, debt and expense (including but not limited to attorney’s fees) arising from and/or caused due to: (i) your use, misuse of, and/or activities in connection with the App and/or Service; (ii) your violation of any of these Terms or any third party rights, including without limitation privacy right, intellectual property right, property, publicity and/or confidentiality of a third party; and (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the App and/or Service. Without derogating from the foregoing, we reserve the right, at our expense, to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
- Suggestions
Should you provide Halley Labs with any suggestions, feedback or ideas (“Suggestions“) pertaining to the App and/or Service, including bug fixes or improvements, Halley Labs will own all right, title and interest in and to the Suggestions and will be free to use the Suggestions for any purpose without any liability or payment to you. You hereby irrevocably assign all right, title and interest in and to Suggestions to Halley Labs and agree to provide Halley Labs with reasonable assistance, at Halley Labs’s cost, if such is required or desirable in order to document, perfect and maintain Halley Labs’s rights in and to the Suggestions.
- Reporting of Intellectual Property Infringements
If you believe in good faith that any material or content made available on or through the App and/or Service has been used or exploited in a manner that infringes or violates any of your rights, please send us prompt written notice thereof via e-mail (at: office@halley.world).
- Governing Law and Jurisdiction
The Terms will be construed and governed in accordance with the laws of the State of Israel, regardless of its conflict of laws rules. The competent courts of Tel Aviv, Israel, will have sole and exclusive jurisdiction over any dispute under the Terms or otherwise related to the Service.
- Miscellaneous
These Terms and Privacy Policy constitute the entire agreement between you and Halley Labs with respect to the use of the App and/or Service and supersede all prior or contemporaneous understandings regarding such subject matter. If any provision of these Terms is held to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable. The failure of either party to enforce at any time any of the provisions of the Terms will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each such provision thereafter. The express waiver by either party of any provision of the Terms will not constitute a waiver of any future obligation to comply with such provision. Halley Labs may assign its rights and obligations under the Terms to any third party at its sole discretion, without user’s consent. You may not transfer or assign your rights and obligations under the Terms without the prior written consent of Halley Labs.
- Inquiries or Complaints
If you have an inquiry or complaint about these Terms or our information collection practices, please contact Halley Labs at: office@halley.world.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY THEM.
