Terms of Service

1. The Service

1.1 Access and Use

During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes.

1.2 Support

During the Subscription Period, Provider will provide technical support for the Cloud Service via email at [email protected]. Support is available Monday through Friday, excluding federal holidays, during Provider's regular business hours (Central Time). Provider will use commercially reasonable efforts to respond to support requests in a timely manner. Support does not include custom development, data entry, third-party integrations not offered by the Cloud Service, or training beyond the Documentation.

1.3 User Accounts

Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data

Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS." Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5 Customer Content

Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Cloud Service and related offerings. Customer is responsible for the accuracy and content of Customer Content.

1.6 SMS Communications

The Cloud Service includes the ability for Customer to send SMS text messages to phone numbers stored in Customer's account, including emergency alerts and other communications initiated by Customer ("SMS Communications"). SMS Communications are sent on Customer's behalf through our third-party messaging provider, Twilio.

1.6.1 Consent Responsibility. Customer represents and warrants that it has obtained all necessary consent from message recipients before using SMS Communications, in compliance with the Telephone Consumer Protection Act ("TCPA"), applicable state telecommunications laws, and Twilio's Acceptable Use Policy. Customer acknowledges that it is the sender of all SMS Communications and is solely responsible for ensuring that recipients have consented to receive text messages from Customer's organization.

1.6.2 Message Content. Customer is solely responsible for the content of all SMS Communications sent through the Cloud Service. Customer will not use SMS Communications to send unsolicited messages, spam, or any content that violates Applicable Laws.

1.6.3 Opt-Out. Customer must honor all opt-out and stop requests from message recipients promptly and in compliance with Applicable Laws.

1.6.4 Message Rates. Standard message and data rates from the recipient's carrier may apply to SMS Communications.

1.6.5 No Liability. Provider is not responsible for Customer's compliance with telecommunications laws or regulations, or for the delivery, content, or receipt of SMS Communications sent at Customer's direction. Provider makes no guarantee regarding SMS delivery rates or timing.

2. Restrictions and Obligations

2.1 Restrictions on Customer

2.1.1 Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

2.1.2 Use of the Product must comply with all Documentation.

2.2 Suspension

If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of this Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue.

3. Privacy and Security

3.1 Privacy Policy

Provider's collection, use, and disclosure of Personal Data is governed by Provider's Privacy Policy, available at hoahub.app/privacy. By using the Cloud Service, Customer agrees to the Privacy Policy. If Customer is subject to the GDPR or other Applicable Data Protection Laws that require a data processing agreement, Customer must contact Provider to enter into appropriate data processing terms before submitting Personal Data governed by such laws.

3.2 Prohibited Data

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless separately authorized in writing by Provider.

4. Payment and Taxes

4.1 Fees

All Fees are in U.S. Dollars and are exclusive of taxes. Fees are as displayed within the Cloud Service at the time Customer selects a subscription plan. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in this Agreement, Fees are non-refundable.

4.2 Automatic Payment

Provider will automatically charge the credit card or debit card on file for Fees at the beginning of each Subscription Period, and Customer authorizes all such charges. Provider will make billing history available to Customer within the Cloud Service. Credit card and debit card are the only accepted payment methods.

4.3 Taxes

Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding. However, Customer is not responsible for Provider's income taxes.

4.4 Payment Disputes

If Customer has a good-faith disagreement about the Fees charged, Customer must notify Provider within 30 days of the charge. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under this Agreement or Applicable Laws.

5. Term and Termination

5.1 Subscription Period

This Agreement begins on the Effective Date. The Subscription Period is the term selected by Customer within the Cloud Service at the time of purchase. The Subscription Period will automatically renew for additional periods of the same duration unless Customer cancels through the Cloud Service's account settings or either party gives written notice of non-renewal before the end of the then-current Subscription Period. If Customer cancels, the subscription will remain active through the end of the current Subscription Period and will not renew. No prorated refunds will be issued for cancellation before the end of a Subscription Period.

5.2 Termination

Either party may terminate this Agreement immediately:

(a) if the other party fails to cure a material breach of this Agreement following 30 days' written notice;

(b) upon notice if the other party (i) materially breaches this Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.3 Force Majeure Termination

Either party may terminate this Agreement upon notice if a Force Majeure Event prevents the Cloud Service from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer's obligation to pay Fees accrued prior to termination.

5.4 Effect of Termination

Upon any expiration or termination:

(a) Customer will no longer have any right to use the Product.

(b) Upon Customer's request, Provider will delete Customer Content within 60 days.

(c) Each party will return or destroy the other party's Confidential Information in its possession or control.

(d) Provider will submit a final charge for all outstanding Fees accrued before termination and Customer will pay according to Section 4 (Payment and Taxes).

5.5 Survival

5.5.1 The following sections will survive expiration or termination of this Agreement: Section 1.4 (Feedback and Usage Data), Section 2.1 (Restrictions on Customer), Section 4 (Payment and Taxes) for Fees accrued or payable before expiration or termination, Section 5.4 (Effect of Termination), Section 5.5 (Survival), Section 6 (Representations and Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), and Section 13 (Definitions).

5.5.2 Each party may retain the other party's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy and Security) and Section 10 (Confidentiality) will continue to apply to retained Confidential Information.

6. Representations and Warranties

6.1 Mutual

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

6.2 From Customer

Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in this Agreement.

6.3 From Provider

Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

6.4 Provider Warranty Remedy

If Provider breaches the warranty in Section 6.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate this Agreement and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider's restoration obligation, and Customer's termination right, are Customer's only remedies if Provider does not meet the warranty in Section 6.3.

7. Disclaimer of Warranties

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations and Warranties) do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider.

Except for the warranties in Section 6 (Representations and Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

8. Limitation of Liability

8.1 Liability Cap

Each party's total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the total Fees paid or payable by Customer to Provider in the 12-month period immediately preceding the event giving rise to the claim.

8.2 Damages Waiver

Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3 Applicability

The limitations and waivers contained in Sections 8.1 (Liability Cap) and 8.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4 Exceptions

Section 8.1 (Liability Cap) does not apply to (a) either party's indemnification obligations under Section 9 (Indemnification); (b) either party's liability for fraud or willful misconduct; or (c) Customer's obligation to pay Fees. Section 8.2 (Damages Waiver) does not apply to a breach of Section 10 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.

9. Indemnification

9.1 Protection by Provider

Provider will indemnify, defend, and hold harmless Customer from and against all claims by third parties alleging that the Product infringes or misappropriates such third party's intellectual property rights ("Provider Covered Claims"), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Provider Covered Claims.

9.2 Protection by Customer

Customer will indemnify, defend, and hold harmless Provider from and against all claims by third parties arising from (a) Customer Content, including claims that Customer Content infringes or misappropriates such third party's rights; or (b) Customer's use of the Product in violation of this Agreement or Applicable Laws ("Customer Covered Claims"), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from the Customer Covered Claims.

9.3 Procedure

The indemnifying party's obligations in this section are contingent upon the protected party: (a) promptly notifying the indemnifying party of each covered claim for which it seeks protection; (b) providing reasonable assistance to the indemnifying party at the indemnifying party's expense; and (c) giving the indemnifying party sole control over the defense and settlement of each covered claim. A protected party may participate in a covered claim with its own attorneys only at its own expense. The indemnifying party may not agree to any settlement of a covered claim that contains an admission of fault or otherwise materially and adversely impacts the protected party without the prior written consent of the protected party.

9.4 Changes to Product

If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate this Agreement and issue a prorated refund of prepaid Fees for the remainder of the Subscription Period.

9.5 Exclusions

9.5.1 Provider's indemnification obligations will not apply to Provider Covered Claims that result from (i) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer's instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the claim.

9.5.2 Customer's indemnification obligations will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of this Agreement.

9.6 Exclusive Remedy

This Section 9 (Indemnification), together with any termination rights, describes each protected party's exclusive remedy and each indemnifying party's entire liability for a covered claim.

10. Confidentiality

10.1 Non-Use and Non-Disclosure

Except as otherwise authorized in this Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, each receiving party will not (a) use the disclosing party's Confidential Information; nor (b) disclose the disclosing party's Confidential Information to anyone else. In addition, each receiving party will protect the disclosing party's Confidential Information using at least the same protections it uses for its own similar information but no less than a reasonable standard of care.

10.2 Exclusions

Confidential Information does not include information that (a) the receiving party knew without any obligation of confidentiality before disclosure by the disclosing party; (b) is or becomes publicly known and generally available through no fault of the receiving party; (c) the receiving party receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) the receiving party independently developed without use of or reference to the disclosing party's Confidential Information.

10.3 Required Disclosures

A receiving party may disclose the disclosing party's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, the receiving party provides the disclosing party reasonable advance notice of the required disclosure and reasonably cooperates, at the disclosing party's expense, with the disclosing party's efforts to obtain confidential treatment for the Confidential Information.

10.4 Permitted Disclosures

A receiving party may disclose the disclosing party's Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 and the receiving party remains responsible for everyone's compliance with the terms of this Section 10.

11. Reservation of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content), Customer retains all right, title, and interest in and to the Customer Content.

12. General Terms

12.1 Entire Agreement

This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject.

12.2 Modifications, Severability, and Waiver

Provider may update this Agreement from time to time by posting the revised terms on its website or within the Cloud Service. Material changes will be communicated to Customer with at least 30 days' notice. Continued use of the Cloud Service after the effective date of any changes constitutes acceptance of the updated terms. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

12.3 Governing Law and Chosen Courts

The laws of the State of Minnesota, without regard to its conflict of laws provisions, will govern all interpretations and disputes about this Agreement. The parties will bring any legal suit, action, or proceeding about this Agreement in the state or federal courts located in the State of Minnesota and each party irrevocably submits to the exclusive jurisdiction of those courts.

12.4 Injunctive Relief

Despite Section 12.3 (Governing Law and Chosen Courts), a breach of Section 10 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12.5 Non-Exhaustive Remedies

Except where this Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12.6 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

12.7 Beta Products

If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 6.3 (Representations and Warranty from Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.

12.8 Logo Rights

Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services.

12.9 Notices

Any notice, request, or approval about this Agreement must be in writing. For Provider, notices should be sent to [email protected]. For Customer, notices will be sent to the email address associated with Customer's account. Notices will be deemed given upon confirmed delivery by email.

12.10 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

12.11 No Third-Party Beneficiary

There are no third-party beneficiaries of this Agreement.

12.12 Force Majeure

Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

12.13 Export Controls

Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or other applicable governments, including OFAC's Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider's sole discretion, with applicable export controls and sanctions laws and regulations.

12.14 Government Rights

The Cloud Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

12.15 Anti-Bribery

Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business.

12.16 Titles and Interpretation

Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

12.17 Acceptance

By creating an account, clicking "I Agree" or a similar button, or otherwise accessing or using the Cloud Service, Customer agrees to be bound by this Agreement. If Customer is agreeing on behalf of an organization, Customer represents and warrants that it has authority to bind that organization to this Agreement.

13. Definitions