Heylo Terms and Conditions – Remote Support Software and Hardware
Effective Date: August 5, 2025
Domain: https://heylo.tech
THESE TERMS AND CONDITIONS (“TERMS”), TOGETHER WITH THE APPLICABLE SERVICE ORDER (AS SUCH TERMS ARE DEFINED BELOW) (TOGETHER WITH THESE TERMS, THE “AGREEMENT”), GOVERN YOUR ACCESS TO AND USE OF THE SOLUTION (AS DEFINED BELOW), OR ANY PART OF IT, PROVIDED BY HEYLO, INC., A DELAWARE CORPORATION (“HEYLO”). BY ACCEPTING A SERVICE ORDER OR ACCESSING THE SOLUTION, YOU, THE ENTITY YOU REPRESENT, AND ANY AFFILIATE OF SUCH ENTITY (COLLECTIVELY, “YOU” OR “CUSTOMER”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, DO NOT ACCEPT A SERVICE ORDER OR ACCESS THE SOLUTION. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. THIS AGREEMENT IS ENTERED INTO AS OF THE EARLIER OF THE DATE YOU ACCEPT THE AGREEMENT, USE THE SOLUTION, OR THE EFFECTIVE DATE SET FORTH IN THE APPLICABLE SERVICE ORDER (“EFFECTIVE DATE”).
Definitions
“Affiliate” means an entity that directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of the entity.
“Authorized User” means any individual provided with access to the SaaS Platform by Customer, including, without limitation, Customer’s employees, contractors, residents, and other end users.
“Customer Data” means all data, content, and other information (including video, audio, text, and sensor data) that is provided by Customer or Authorized Users to Heylo or otherwise transmitted to, or collected, stored, or processed by, Heylo on behalf of Customer or its Authorized Users in connection with the Solution.
“Equipment” means the physical devices, including, but not limited to, sensors, gateways, tablets, and any accessories, to be provided by Heylo as indicated in a Service Order.
“Performance Data” means diagnostic, environmental, operational, usage, serviceability, other performance data, and feedback related to Customer’s use of the Solution.
“Professional Services” means any implementation, installation, training, maintenance, support, or other professional services provided by Heylo as expressly set forth in a Service Order.
“SaaS Platform” means Heylo’s hosted, cloud-based remote support software platform, together with any associated mobile or web-based applications, dashboards, or application programming interfaces (“APIs”) and related documentation to be provided by Heylo as indicated in a Service Order.
“Service Order” means an ordering document for the Solution, including, without limitation, statements of work and quotes signed by the parties, and incorporating these Terms.
“Solution” means, collectively, the SaaS Platform, Equipment, and any Professional Services to be provided hereunder.
Term and Renewal
Initial Term. Unless earlier terminated in accordance with the terms of this Agreement, the initial term of the Agreement shall commence on the Effective Date and shall continue for the duration specified in the applicable Service Order(s) (“Initial Term”).
Renewal Term. The Agreement will automatically renew for successive one-year periods (each a “Renewal Term,” and together with the Initial Term, the “Term”) unless: (i) otherwise set forth in the applicable Service Order; or (ii) either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term. All discounts applicable to the Initial Term or any Renewal Term may not apply to a subsequent Renewal Term, and Heylo may charge Customer the then-current undiscounted rate for the Solution for such subsequent Renewal Term.
Access to SaaS Platform & Equipment
License to SaaS Platform. Subject to the terms of this Agreement, Heylo grants Customer and its Authorized Users a limited, non-exclusive, non-transferable license to access and use the SaaS Platform during the Term solely for Customer’s internal business purposes and not for resale or further distribution. Customer’s right to access and use the SaaS Platform shall be subject to the usage limitations set forth in the applicable Service Order and all terms and conditions herein.
Equipment Lease. Subject to the terms of this Agreement, Heylo shall lease the Equipment to Customer solely for use in connection with the SaaS Platform and consistent with its intended purpose, as further described in the Service Order. The Equipment shall be delivered or picked up as set forth in the Service Order. The parties intend that the Equipment shall remain at all times personal property and not a fixture under applicable law, even if the Equipment, or any part thereof, may be or become affixed or attached to real property or any improvements. The parties intend that this shall constitute a true lease under applicable law. Heylo has title to the Equipment at all times. Customer acquires no ownership, title, property, right, equity, or interest in the Equipment other than its leasehold interest solely as a lessee subject to all the terms and conditions of this Agreement. After delivery to, or pick-up by, Customer, Customer shall bear all risk of loss, damage, destruction, theft, taking, confiscation, or requisition, partial or complete, of or to the Equipment or its use, however cause or occasioned, until such Equipment is returned to Heylo in accordance with the terms of this Agreement.
Ownership. Except for the rights expressly granted to Customer in this Agreement, Heylo and its licensors retain all right, title, and interest in and to the SaaS Platform and Equipment, including all related rights protected by applicable intellectual property laws, including U.S. trademark, patent, and copyright law, trade secret, and international treaties.
Authorized Users. Customer may allow its Authorized Users to access and use the SaaS Platform; provided, however, Customer shall be responsible for its Authorized Users in compliance with Customer’s obligations under the terms of this Agreement.
Account. To access and use certain portions of the SaaS Platform, Customer may be required to set up an account (“Account”). In creating and maintaining such Account, Customer agrees to provide true, accurate, current, and complete information as prompted and is required to maintain and update such information to ensure it continues to be true, accurate, current, and complete. Customer agrees that it is responsible for all activities on its Account, whether or not authorized by Customer. Customer agrees to contact Heylo immediately if it becomes aware of any breach of security or unauthorized use of its Account. Heylo reserves the right to decline, disable, terminate, or suspend an Account, for any or no reason, including, without limitation, failing to comply with its obligations under this Agreement. If you create an Account as an employee or agent on behalf of a company or other entity, you represent and warrant that you are authorized to enter into binding contracts on behalf of yourself and the company or entity you represent. If your employment with the organization or company on behalf of whom you are acting terminates you or you are no longer authorized to act on behalf of or bind such organization or company, you agree to immediately cease all use of your Account and no longer access or use the SaaS Platform.
Pricing Changes. Subject to pricing terms agreed in a Service Order, Heylo may modify the pricing of its services at any time and add new services or pricing plans for additional fees and charges, or amend fees and charges for existing services, at any time and in its sole discretion without prior notice to Customer.
Use of SaaS Platform & Equipment
Customer Responsibilities. Customer shall: (i) be responsible for Authorized Users’ compliance with this Agreement; (ii) prevent unauthorized access to or use of the SaaS Platform and Equipment and notify Heylo promptly of any such unauthorized access or use; (iii) use the SaaS Platform and Equipment only in compliance with all applicable laws, including any applicable data protection and privacy laws, and the terms of this Agreement; and (iv) be responsible for obtaining all third-party products and services, including adequate internet connectivity, power, and environmental conditions for the SaaS Platform and Equipment.
Restrictions. Customer shall not and shall not permit or authorize any third party to: (i) copy, rent, sell, lease, sublicense, distribute, assign, or otherwise transfer or encumber rights to the SaaS Platform or Equipment, or use the SaaS Platform or Equipment for the benefit of any third party, or make the SaaS Platform available to anyone other than its Authorized Users; (ii) use the SaaS Platform to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or to process, send or store infringing or unlawful material, viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iii) circumvent or disable any digital rights management, usage rules, or other security features of the SaaS Platform or Equipment, or otherwise attempt to gain unauthorized access to, or disrupt the integrity or performance of, the SaaS Platform or Equipment or any data contained therein; (iv) modify, copy, translate, enhance, decompile, disassemble, reverse engineer or create derivative works based on the SaaS Platform or Equipment, or any portion thereof; (v) access or use the SaaS Platform or Equipment for the purpose of building a competitive product or service or copying any features or user interface; (vi) remove, alter, or obscure any copyright, trademark, or other proprietary notices appearing in or on the SaaS Platform or Equipment; or (vii) use the SaaS Platform or Equipment in a manner that overburdens, or that threatens the integrity, performance, or availability of, the SaaS Platform or Equipment.
Monitoring. Heylo may monitor activity on the SaaS Platform and/or Equipment to determine whether the SaaS Platform and/or Equipment are being used in accordance with the terms of this Agreement.
Modification & Maintenance. Heylo reserves the right, in its sole discretion, to: (i) modify, discontinue, delete, or deprecate, whether temporarily or permanently, the SaaS Platform, or the features and/or functionality thereof, with or without notice; and (ii) update, replace, or upgrade the Equipment with or without notice. Heylo reserves the right to interrupt the operation of the SaaS Platform and/or Equipment, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other changes. Customer agrees that Heylo will not be liable to Customer or any third party for any modification, suspension, deletion, deprecation, or discontinuance of the SaaS Platform or Equipment. Notwithstanding the foregoing, Heylo does not guarantee the maintenance or continued function of the SaaS Platform or Equipment or any product feature, support service, or any other feature or functionality of them that may be made available to or accessible by Customer.
Excess Burden on SaaS Platform. Heylo reserves the right to restrict, suspend, or terminate access to the SaaS Platform at any time, if in Heylo’s sole determination, Customer is using the SaaS Platform in a manner that violates applicable laws or the terms of this Agreement, fails to make payment to Heylo, or creates an Excess Burden on Heylo’s systems. “Excess Burden” means the SaaS Platform is being used to engage in denial of service attacks, spamming, or any illegal activity, or use of the SaaS Platform is causing immediate, material, and ongoing harm to Heylo or Heylo’s other customers.
Acceptable Use Policy. Customer will not use the SaaS Platform to: (i) upload, post, email, or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (ii) harm Heylo or third parties in any way; (iii) impersonate any person or entity, or otherwise misrepresent Customer’s affiliation with a person or entity; (iv) use third party email lists, including purchased, rented, scraped or illegally obtained email lists, to send targeted emails, notifications or messages with the SaaS Platform; (v) upload, post, email, or otherwise transmit any content that Customer does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other right of any party; (vii) upload, post, email, or otherwise transmit any spam or unsolicited bulk email, unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other forms of solicitation; (viii) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (ix) interfere with or disrupt the SaaS Platform or servers, networks, or Equipment connected to the SaaS Platform, or disobey any requirements, procedures, policies, or regulations of networks connected to the SaaS Platform; (x) intentionally or unintentionally violate any applicable local, state, national, or international law or regulation; (xi) “stalk” or otherwise harass another; or (xii) collect or store personal data about other users.
Equipment Condition & Return. Customer shall keep all Equipment in good repair (ordinary wear and tear excepted), protect it from misuse, damage, loss, or unauthorized access or tampering, and not move, relocate, modify, or repair any Equipment without Heylo’s prior written consent. Within thirty (30) days following any termination or expiration of the applicable Service Order, Customer shall, at Heylo’s option: (a) return all Equipment to Heylo in accordance with Heylo’s written instructions, at Customer’s expense; or (b) grant Heylo access to the facilities in which the Equipment is located to remove it. If Customer fails to return or make available the Equipment, Heylo may invoice Customer for the replacement cost thereof, which Customer shall pay within thirty (30) days of the invoice date. If, upon return, Heylo determines in its sole discretion that the Equipment has been damaged, Heylo may invoice Customer for the repair or replacement cost thereof, which Customer shall pay within thirty (30) days of the invoice date.
Professional Services
Scope. If, and only if, Customer purchases professional services through a Service Order, then the terms and conditions of this Section shall additionally apply.
Assistance. Heylo and Customer agree to cooperate in good faith to achieve satisfactory completion of the Professional Services in a professional manner. Customer agrees to provide, at no cost to Heylo, timely and adequate assistance and other resources reasonably requested by Heylo to enable the performance of the Professional Services (collectively, “Assistance”). Neither Heylo nor its subcontractors will be liable for any deficiency in performance of Professional Services to the extent resulting from any acts or omissions of Customer, including, but not limited to, Customer’s failure to provide Assistance as required hereunder.
Professional Services Personnel. In performing the Professional Services, Heylo will provide such resources, and utilize employees, service providers, or subcontractors (“Professional Services Personnel”) as it deems necessary to perform the Professional Services or any portion thereof. Heylo may replace Professional Services Personnel in its normal course of business or subcontract the Professional Services, provided that Heylo shall remain responsible for the performance of Professional Services.
Change Order. The Professional Services may only be changed through a written agreement mutually executed by the parties (a “Change Order”), which may entitle Heylo to an adjustment in fees pursuant to the changes reflected in the Change Order. Heylo shall not be obligated to perform any differing or additional Professional Services unless the parties have executed a Change Order.
Expenses. At Heylo’s request, Customer shall reimburse Heylo for any reasonable expenses for travel, lodging, communications, shipping charges, and out-of-pocket expenses, including change fees to travel and accommodations, resulting from Heylo providing the Professional Services (“Expenses”). Heylo will provide reasonable documentation for all Expenses as requested by Customer. Customer shall reimburse Heylo for Expenses in the month after they are incurred in accordance with the payment terms in the Service Order.
Safety and Access. Customer shall provide safe working conditions for Heylo personnel performing on-site Professional Services. Customer shall provide Heylo with physical and network access necessary or reasonably requested in order to provide the Professional Services.
Work Product. Excluding Customer’s Confidential Information and Customer Data, Heylo shall own all rights, title, and interest in any reports, presentations, and other materials or results generated as a result of the Professional Services (“Work Product”), including all intellectual property rights therein. In the event that any Work Product is held to be owned by Customer, Customer hereby assigns to Heylo all right, title, and interest therein or, to the extent such assignment is not permitted or effective, hereby grants to Heylo a perpetual, irrevocable, exclusive, worldwide, fully paid, sublicensable (through multiple layers), assignable license to any such Work Product. Subject to this Agreement, Heylo shall grant to Customer a non-exclusive, non-transferable, non-sublicensable license to use the Work Product solely for Customer’s internal business purposes in connection with Customer’s authorized use of the SaaS Platform and Equipment.
Fees and Payment
Billing Terms. Fees for the Solution shall be set forth in the applicable Service Order and may include setup charges and recurring subscription fees (collectively, the “Fees”). Unless otherwise stated in a Service Order, all invoices are due thirty (30) days from the invoice date and all Fees are non-refundable.
Overdue Charges. If any invoiced amounts are not received by Heylo by the due date, then, without limiting Heylo’s other rights or remedies: (i) the outstanding balance is subject to interest at the lesser of 1.5% per month or the maximum rate permitted by law; (ii) Customer shall reimburse Heylo for all reasonable costs of collection, including attorneys’ fees; (iii) Heylo may condition the future provision of the Solution on shorter payment terms; and (iv) Heylo may suspend or terminate access to the Solution until all delinquent amounts are paid in full, including any interest or reimbursements.
Taxes. Fees do not include any local, state, federal, or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Unless Customer provides a valid tax exemption certificate and any other necessary tax exemption information to Heylo, Customer is responsible for payment of all Taxes associated with its purchases hereunder (excluding taxes based on Heylo’s net income or property), and any related penalties and interest. Customer will make all required payments to Heylo free and clear of, and without reduction for, any withholding taxes. Customer will, upon Heylo’s request, provide Heylo with official receipts issued by appropriate taxing authorities, or such other evidence as Heylo may reasonably request, to establish that such Taxes have been paid.
Third-Party Services
Third-Party Services. The SaaS Platform may display, contain links to, or connect with third-party products, services, and websites (collectively, “Third-Party Services”). Any statements, services, offers, or other information that constitutes part of the Third-Party Services made available by other users or other third parties on the SaaS Platform, or which are accessible through or may be located using the SaaS Platform are those of the respective authors or producers and not of Heylo or its stockholders, directors, officers, employees, agents, or representatives. Heylo does not control Third-Party Services and does not guarantee the accuracy, integrity, or quality of such Third-Party Services. Third-Party Services are governed solely by the terms and conditions of those Third-Party Services and Heylo is not responsible for the performance of and does not endorse any Third-Party Services or any information or materials advertised in any Third-Party Services. Heylo shall not be responsible or liable, directly or indirectly, for any damage or loss caused to Customer by Customer’s use of or reliance on any Third-Party Services. It is Customer’s responsibility to evaluate the information, opinion, advice, or other services available on and through the SaaS Platform.
Other Equipment. Except for the Equipment, Heylo does not provide the equipment required to access the SaaS Platform. Customer is responsible for all fees charged by third parties related to Customer’s access to and use of the SaaS Platform, including, but not limited to, charges by Internet service providers.
Data Rights and Use
Customer Data. During the Term, Customer grants Heylo a limited, revocable license to access, use, and process Customer Data solely for the limited purposes of: (a) performing Heylo’s obligations under this Agreement; (b) responding to service issues and requests for support; (c) complying with Customer’s instructions and applicable law; and (d) maintaining and improving the Solution. Except as otherwise provided herein, Customer retains sole and exclusive ownership of the Customer Data and all intellectual property rights contained therein. Customer acknowledges that Heylo makes no independent assessment or evaluation of any Customer Data, nor does Heylo examine the sources of the Customer Data to determine whether it may incur liability to third parties from delivery or use thereof as permitted herein. Customer shall be solely responsible for the means by which Customer Data was acquired. Heylo shall only be responsible for complying with applicable laws which pertain solely to Heylo’s operation of its business and/or regulate Heylo in its capacity as a provider of the Solution, but the foregoing does not apply to any Customer Data, which is controlled entirely by Customer and is the responsibility and ownership of Customer. Notwithstanding the foregoing, Heylo may use, reproduce, and disclose Customer Data that is de-identified, anonymized, or is otherwise not reasonably associated or linked to Customer or any other identifiable individual person or entity (“Anonymized Data”) for Heylo’s own business purposes, including to improve its platform, develop benchmarks, and support internal research. This right to use Anonymized Data will survive termination of this Agreement.
Performance Data. Notwithstanding anything to the contrary contained herein, Customer authorizes Heylo to collect Performance Data and Customer acknowledges that Heylo will retain all right, title, and interest in and to Performance Data and is permitted to use Performance Data for its business purposes.
Confidentiality & Feedback
Confidential Information. “Confidential Information” shall mean all written or oral information, disclosed by either party to the other, related to the operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. Heylo’s Confidential Information shall include the SaaS Platform. The parties acknowledge that during the performance of this Agreement, each party will have access to certain of the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party. Confidential Information shall not include any information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure by the disclosing party; (v) is independently developed by the recipient without use or reference to the disclosing party’s Confidential Information; or (vi) is approved for release or disclosure by the disclosing party without restriction.
Handling of Confidential Information. Each party agrees as follows: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party, other than to perform its obligations under this Agreement; (iii) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (iv) to the extent practicable, return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement, upon request of the other party. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required: (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that, to the extent permitted by law, the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (b) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
Feedback. If Customer or its Authorized Users provide Heylo any suggestions, recommendations, or other feedback relating to Heylo’s current or future products or services (“Feedback”), Heylo shall have the right to use the Feedback in any manner, including, but not limited to, future enhancements and modifications to the Solution. Customer hereby grants to Heylo and its assigns a perpetual, worldwide, fully transferable, sublicensable, fully paid-up, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, and display the Feedback in any manner and for any purpose, in any media, software, or technology of any kind now existing or developed in the future, without any obligation to provide attribution or compensation to Customer or any third party. In addition, Heylo shall be free to reuse all general knowledge, experience, know-how, works, and technologies (including ideas, concepts, processes, and techniques) related to or acquired during provision of the Solution.
Warranties and Disclaimers
Mutual Warranties. Each party represents and warrants that: (i) it has the right, power, and authority to enter into this Agreement; and (ii) its entry into this Agreement does not violate or constitute a breach of any of its contractual obligations with third parties.
Customer Warranty. Customer warrants that it owns or has obtained all necessary rights, title, and interest, provided all appropriate notices and obtained all necessary consents, to use the Solution and disclose the Customer Data to Heylo and its third-party subcontractors for the purpose of processing such Customer Data in accordance with this Agreement.
Export Compliance. Customer warrants it shall comply with all U.S. export control and economic sanctions laws and regulations as they relate to access to and use of the Solution. Customer shall not access or use the Solution if Customer is located in any jurisdiction in which the provision of the Solution is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer shall not provide access to the Solution to any government, entity, or individual located in any Prohibited Jurisdiction. Customer represents, warrants, and covenants that: (i) Customer is not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (ii) Customer is not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) Customer shall not permit its Authorized Users or any agents to access or use the Solution in violation of any U.S. or other applicable export embargoes, prohibitions, or restrictions; and (iv) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer, its Authorized Users, and its agents are located.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOLUTION IS PROVIDED ON AN “AS IS” BASIS, AND HEYLO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OR THAT THE SOLUTION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACHIEVE A SPECIFIC OUTCOME. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY, AND SUITABILITY OF THE SOLUTION, AND HEYLO SHALL HAVE NO LIABILITY THEREFOR. THERE IS NO WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANOTHER. CUSTOMER ACKNOWLEDGES THAT THE SOLUTION IS PROVIDED TO ASSIST, BUT NOT TO REPLACE, IN-PERSON SUPPORT SERVICES AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF REMOTE SUPPORT IN EACH INSTANCE.
Indemnification
Customer will defend, indemnify, and hold harmless Heylo, its Affiliates, suppliers, and licensors, and its and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (i) Customer Data; (ii) Customer’s or any Authorized User’s breach of this Agreement, or (iii) Customer’s or any Authorized User’s use of the Solution.
Limitation of Liability
HEYLO, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF HEYLO HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM CUSTOMER’S USE OF THE SOLUTION OR HEYLO’S PROVISION OF ANY OTHER SERVICES. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF HEYLO, ITS AFFILIATES, AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS OF ALL KINDS ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE SOLUTION (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS) OR HEYLO’S PROVISION OF ANY OTHER SERVICES, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNTS, IF ANY, THAT CUSTOMER HAS PAID TO HEYLO UNDER THE SERVICE ORDER GIVING RISE TO THE CLAIM FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.
Termination
Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party: (i) commits a material breach of the Agreement that remains uncured for thirty (30) days after written notice; (ii) commits an incurable material breach of the Agreement; (iii) becomes the subject of a proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations; or (iv) goes out of business or ceases its operations.
Termination for Convenience. Heylo may terminate this Agreement for convenience on thirty (30) days’ prior written notice to Customer for any or no reason.
Effect of Termination. Upon any termination or expiration of this Agreement: (i) the licenses and leases granted to Customer will terminate immediately; (ii) Customer shall immediately cease all use of the Solution, return or provide access for removal of all Equipment, and, if requested, certify in writing that it has complied with the foregoing; (iii) Customer will have no further obligation to provide access to the Solution or Customer Data; (iv) any amounts due under a Service Order will become immediately due and payable, unless terminated by Heylo under Section 13.2; and (v) each party shall delete or return any Confidential Information of the other party in its possession, except that Heylo may retain copies as required by law or maintained in routine archival or backup systems in accordance with its data retention policies. Customer acknowledges and agrees that, upon expiration or termination of this Agreement for any reason, and unless otherwise required by agreement between Heylo and Customer, Heylo may permanently delete any Customer Data in its possession or control and Heylo shall have no liability for deletion of such Customer Data.
Survival. Any term or condition that, by its nature, is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including, without limitation, Sections 3.3, 4.2, 9.3, 10.4, 11, and 12.
Governing Law; Dispute Resolution; Jury Trial Waiver
This Agreement and all disputes, claims, and causes of action arising from or relating to this Agreement will be governed by and interpreted in accordance with the laws of the State of Ohio, without giving effect to any principles of conflict of laws that would result in the laws of any other jurisdiction applying. Each party irrevocably and expressly consents to the jurisdiction of the state and federal courts located in Franklin County, Ohio, which will have exclusive jurisdiction to settle any claims or disputes that may arise out of or relate to this Agreement. Each party consents to personal jurisdiction in any such court and hereby irrevocably waives any objection to or claim of lack of jurisdiction or forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
General Provisions
Publicity. Customer consents to Heylo’s use of Customer’s name and logo and general description of Customer’s relationship with Heylo in press releases and other marketing materials and appearances.
Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section is null and void.
Government Rights. If Customer is a U.S. federal government department or agency or contracting on behalf of such department or agency, the Solution is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202–1 through 227.7202–4, as applicable, the Solution is provided to Customer with only those rights as provided under the terms and conditions of this Agreement.
Force Majeure. Except for payment obligations, neither party will be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, or internet or utility failures.
Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning such subject matter. In the event of a conflict between these Terms and any Service Order, the Service Order controls solely with respect to the subject matter of such Service Order. No terms or conditions set forth on any purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement, and all such terms or conditions shall be null and void. Heylo may revise and update these Terms from time to time in its sole discretion. Any and all changes to these Terms will be posted on our website (https://heylo.tech) and the Terms will indicate the date they were last updated. Heylo will notify Customer and any Authorized User of any changes made to the Terms. Customer is deemed to accept and agree to be bound by any changes to the Terms when Customer uses the Solution after Customer receives notice of such changes.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
Independent Contractors. The parties are independent contractors, and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties.
No Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party.
Joint and Several. The obligations of Customer hereunder shall be joint and several obligations of each party constituting Customer.
Headings. In this Agreement, headings are inserted for convenience only and shall not affect the meaning of the text, and references to the singular include the plural and vice versa.
Attorney’s Fees. In the event Heylo is required or elects to take legal action to enforce against Customer the performance of Customer’s obligations under this Agreement, then Customer shall immediately reimburse Heylo for all costs and expenses, including, without limitation, attorneys’ fees, incurred by Heylo in Heylo’s successful prosecution of that legal action.
Notice. All notices under this Agreement must be in writing and will be deemed given (i) upon personal delivery; (ii) three (3) days after being sent by a nationally recognized overnight courier; (iii) five (5) days after deposit in certified U.S. mail, postage prepaid and return receipt requested; or (iv) the day of sending by email (except that email shall not be sufficient for notices of termination or an indemnifiable claim), each to the addresses set forth in the Service Order (or such other address as a party may designate in writing).
Questions?
Email: support@heylo.tech
Website: https://heylo.tech