Terms and Conditions

Software.  As used in this Agreement the term “Software” means: (i) the  Company  computer program and all components thereof; (ii) the online software, platform, and websites which Client can access via the Company site and Client’s accounts that are hosted and maintained by Company; (iii) downloadable software applications offered by Company; (iv) any related explanatory written materials and any other possible documentation related to the Software, above all any description of the Software, its specifications, any description of the Software properties or operation, any description of the operating environment in which the Software is used, instructions for use or installation of the Software or any description of how to use the Software (hereinafter referred to as “Documentation”); (iv) copies of the Software, patches for possible errors in the Software, additions to the Software, extensions to the Software, modified versions of the Software and updates of Software components, if any, licensed to Client by the Licensor pursuant to this Agreement. 

Use and Installation.  The right to use the Software shall be bound by the number of locations based on pricing selected.  

License Grant; Proprietary Rights.  Subject to the terms and conditions of this Agreement, Company grants Client a limited, non-exclusive, restricted, revocable, non-transferable, non-sublicensable right to (i) download, install and use the Software strictly in accordance with the Software’s documentation, and/or (ii) access and use the Software made available to Client on a Company platform strictly in accordance with the Software’s documentation.   The Software may contain open-source software, subject to separate license terms made available with the Company Software or Documentation. 

Client may not transfer, sell, lease, sublicense, or assign Client’s rights under this license to any other person or entity, unless expressly authorized by Company in writing;

Client may not modify, translate, adapt, or create derivative works of the Software or Documentation;

Client may not reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software;

Client may not make the functionality of the Software available to third parties, whether as an application service provider, or on a rental, service bureau, cloud service, hosted service, or other similar basis unless expressly authorized by Company in writing;

Client may not use Software that is licensed for a specific device, whether physical or virtual, on another device, unless expressly authorized by Company in writing;

In no event shall the Software be used for purposes in commercial competition with Company;

Client may not remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices, or other marks on or within the Software;

Client agrees that they will only use the Software in a manner that complies with all applicable laws in the jurisdiction in which Client uses the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights;

Client agrees that any embodiment of the Software permitted under this Agreement will clearly display the following notice: “Includes material © 2020 HiBridge All Rights Reserved.”

Hardware Purchase: and Liability.

HiBridge is not liable for physical damage to hardware during shipping.

Any issues with the hardware should be addressed through the shipping carrier or the hardware manufacturer’s warranty, if applicable.

Once the hardware arrives at the End User's facility, it is solely under the End User's custody.

Issues with the physical device should be reported directly to the manufacturer for warranty claims, though the End User may seek guidance from HiBridge.

HiBridge will sell to Customer certain hardware, equipment, components, or accessories ("Equipment"), or license, sublicense, or facilitate the license from a third party of computer software ("Software"), as specified in the EULA or requested by Customer. Title to Products vests in Customer upon full payment of the purchase price, and Products are shipped to Customer's location at Customer's expense.

HiBridge reserves the right to substitute Products with equivalent equipment, software, components, or materials. Refurbished parts may be used in new Equipment, maintaining quality control and warranties.

Customer acknowledges that IT Services do not include physical security or safety of Customer's system from external threats or negligence, or other responsibilities not explicitly defined herein.

Client Hardware Requirements and Obligations.

The Customer shall maintain the Customer System (including all its software and hardware systems) in current compliance with HiBridge' then-published minimum system standards and requirements. The Customer shall be responsible for the physical security of its facilities, assets, and information and, unless specifically included as part of the IT Services, shall be responsible for administrative and technical security of its facilities, assets, and information.

The Customer shall provide a dedicated space suitable for running the Customer System or any other hardware within manufacturers' operating conditions, as well as an uninterrupted electrical supply, static grounding, and heat, light, ventilation, and electrical outlets suitable for the Customer's operation of the Customer System consistent with industry standards.

Maintain high-speed internet connectivity via direct Ethernet cable (Wi-Fi not permitted) with speeds of at least fifty (50) MB per second and provide other necessary utilities, for all users.

The Customer shall provide HiBridge personnel with reasonable remote and on-site access to the Customer System and systems to permit HiBridge to provide the IT Services in a manner that is acceptable to HiBridge.

The Customer shall also provide HiBridge with reasonable communication channels to contact the Customer's personnel and other resources that may facilitate HiBridge' rendering of the IT Services, including all administrative rights, permissions, and security passwords necessary for HiBridge to access the Customer System and systems. Adhere to all third-party software licenses and agreements applicable to the Customer System.

Maintain the Customer System in compliance with HiBridge' minimum standards.

Ensure physical security and perform necessary facilities maintenance to support the operation of the Customer System.

Leasing. The End User acknowledges and agrees that by leasing hardware from HiBridge, the company will assist in troubleshooting hardware issues, including:

Attempting to resolve issues through remote support as required

Replacing hardware if deemed necessary by HiBridge

Liability.

To the fullest extent permitted by applicable law, HiBridge disclaims all liability for damages arising from the use or performance of any hardware purchased or leased from the company. This includes, without limitation, indirect, incidental, special, or consequential damages, loss of business profits, or other economic losses, even if HiBridge has been advised of the possibility of such damages.

Indemnification.

The End User agrees to indemnify and hold harmless HiBridge from any claims, damages, liabilities, costs, and expenses arising out of or related to the use of any hardware purchased or leased from the company.

Copyright/Patent.

The Software is protected by United States copyright laws and international treaty provisions. The company shall own and retain all rights, title, and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Client’s possession, installation, or use of the Software does not transfer to Client any title to the intellectual property in the Software, and Client will not acquire any rights to the Software except as expressly set forth in this Agreement.

The Software is protected by US Patent and HiBridge trademarked under serial number 99557009 through the United States Patent and Trademark Office.

Company, as owner of the intellectual property, reserves the right to open-source the Software.  However, under no circumstances will Company open source the data that Client input into the Software.  Company and Client shall each retain ownership of, and all right, title and interest in and to, their respective, pre-existing intellectual property, and no license therein, whether express or implied, is granted except as provided in this Agreement.

Client’s rights to use the Software and Documentation are limited to those expressly granted by this Agreement.  No other rights with respect to the Software or Documentation or any related intellectual property rights are granted or implied.

Protection of Software.

Client acknowledges and agrees that the Software and all permitted copies are Company’s exclusive property and a valuable trade secret of Company. Client may not disclose or make available to third parties the Software or any portion or any information from Company marked “confidential” without Company’s prior written approval. The company reserves title to, ownership of, and all proprietary rights to the Software, as well as any related work product and major or minor releases of the Software, if any. Client shall promptly and in good faith take all action reasonably necessary, advisable, or requested by Company to assure compliance with this Article 7 by all Client’s employees and agents.

Upon reasonable notice during the Agreement’s term and within six (6) months after termination or expiration of the Agreement, Company may arrange for the inspection and review of Client’s computer systems to assure compliance with all terms and provisions of this Agreement during Client’s normal business hours and in such a manner as not to interfere unreasonably with Client’s operations. In the event such audit discloses that the number of permitted copies has been exceeded, Client shall, within thirty (30) days of receipt of written notice, pay to Company the appropriate license fees and charges for the additional computers or users.

Company hereby reserves all rights to the Software, except for rights expressly granted under the terms of this Agreement to Client as the end user of the Software.

Updates and Releases

Company shall provide Client with all updates, patches, and subsequent releases of the Software for the duration of this Agreement.

Software Support. Subject to the terms and conditions of this Agreement, HiBridge will provide to Customer those:

Licensor shall provide Client with all corrections, revisions, patches, service packs, updates, and subsequent releases of the Software made available by Licensor to other licensees of the licensed Software for the term of this agreement.

During the Agreement’s term, Licensor shall provide support services to attempt to correct any error, malfunction or defect in the Software’s functionality or provide an alternative process, provided Client gives Licensor prompt notice of the problem and sufficient information to either diagnose or recreate such problems. Client acknowledges that the licensed Software is complex and may not be error free and that all errors, if any, may not be correctable or avoidable.

HiBridge will provide the Customer with the IT Services specified in this End User License Agreement (EULA), and additional information technology-related services upon Customer's request, subject to HiBridge' discretion.

The End User acknowledges and agrees that requesting assistance or support from HiBridge for any issues related to but not limited to internet connectivity may incur additional charges. Rates for such support will be outlined in a separate fee schedule provided by HiBridge.

HiBridge shall provide help desk services via telephone or electronic format, as requested by the Customer, during the term of this Agreement.

Support services shall be available during the hours of 7:00am to 8:00pm EST, Monday through Friday.

Support inquiries received during support hours shall be fielded by HiBridge' support center. Inquiries received outside of support hours shall be sent to a messaging system and returned during the next available support hour.

Holiday and after-hours support shall be available for emergency use only. Excessive use of holiday and after-hours support for non-emergency purposes may result in additional charges at HiBridge' then-standard rates.

Other Support. Subject to the terms and conditions of this Agreement, HiBridge will provide to Customer those:

Software Support Services as specified in this End User Licensing Agreement (EULA), and

other information technology related services requested by Customer which are not included in the IT Services specified on the EULA, but only to the extent that HiBridge agrees to provide such additional services to Customer in its sole discretion. In addition, HiBridge will sell to Customer certain hardware, equipment, components, or accessories (the “Equipment”), or license, sublicense, or facilitate the license from a third party to Customer of computer software (“Software”), all as specified in the EULA, or as otherwise requested by Customer from time to time, but only to the extent that HiBridge agrees to provide such additional Products to Customer in its sole discretion. All title to the Products will vest in Customer upon payment in full of the purchase price of such Products. Unless otherwise specified in the EULA., the Products will be shipped to the Customer’s location. Customer will be billed for shipping costs. HiBridge reserves the right to substitute Products with other equipment, software, and/or components or materials of the same material functionality as reasonably determined by HiBridge. HiBridge may use refurbished parts in new Equipment, provided that HiBridge uses the same quality control procedures and warranties as with new Equipment.

Customer acknowledges that the Customer System is always under its own control and that the IT Services will not include physical security or safety of the Customer System from casualty loss, physical intrusion, theft, vandalism, consequences arising from the failure to observe HiBridge or vendor-prescribed operating procedures and protocols, or abuse or neglect by Customer or its employees. Any changes in the Customer System or scope of IT Services requested by the Customer, if provided, will be charged at HiBridge’ then current rates. HiBridge will not be responsible for any downtime or losses arising from or related to the Customer System.

In the event Customer purchases IT Services pursuant to the End User Agreement which includes management of all or a portion of the Customer System, HiBridge will provide certain remote monitoring of the Customer System, but such monitoring will be limited to the part of the Customer System to be managed pursuant to the EULA. The monitoring services will include basic troubleshooting of the managed portion of the Customer System. Customer hereby expressly grants HiBridge the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Customer System for the purpose of providing the IT Services. In the event it is determined by HiBridge that any issues or problems with the Customer System are due to any portion of the Customer System, which is not managed by HiBridge, HiBridge may charge additional fees incurred by it on a time and materials basis.  Further, with respect to managed IT Services purchased pursuant to the EULA, the following is a non-exhaustive list of items that are expressly excluded from such IT Services and will be billed to Customer at HiBridge' current standard rates unless otherwise set forth in the End User Licensing Agreement:

customization of third-party applications, or programming of any kind;

support for operating systems, applications, or hardware no longer supported by the manufacturer;

data/voice wiring or cabling services of any kind;

battery backup replacement;

equipment relocation;

hardware replacement cost;

cost to bring the Customer System up to the minimum requirements;

cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind;

project/integration work to increase functionality or capacity;

application configuration or network problems caused by line of business applications such as customer accounting, CRM, or ERP software, but reasonable attempts will be made to correct connectivity issues to such applications; and

configuration element (hardware or software) or hosting service in a manner that is not customary at HiBridge, or that is in “end of life” or “end of support” status.

Customer expressly understands and acknowledges that HiBridge

does not warrant that the Customer System will operate error free or uninterrupted;

will not be responsible for any loss, cost, or damages suffered by or caused to Customer by reason of any casualty loss, external power or internet services provider’s disruptions or lost data resulting from the failure of the internal network, hardware or software systems;

may, at HiBridge’ sole discretion, choose to render the IT Services in person, via telephone or email support or remote support;

shall be acting in the capacity of independent contractor while performing the IT Services and not as an agent or employee of Customer; and

will have sole discretion and control in assigning personnel to perform the IT Services.

Client Responsibilities.

Testing and troubleshooting internet connections to ensure stable and reliable connectivity.

Configuring and maintaining VPNs and Firewalls to ensure secure and encrypted data transmission.

Managing and troubleshooting routers and other networking equipment to ensure optimal performance and connectivity.

Conducting trace routes and diagnostic tests to identify and resolve issues related to internet connectivity and hardware equipment.

Repairing and maintaining hardware devices and connections to ensure optimal performance and minimize downtime.

Client Prohibited Actions.

Gain, use, or attempt to access administrator rights or privileges on any Hardware included in or associated with the Managed Services;

block, limit, restrict, disable, override, alter, or diminish HiBridge’ ability to remotely update the Software or provide the monitoring included in the Manages Services:

change, use, run, install, uninstall, disable, override, alter, modify, end, stop, add, delete, or remove any Software on any Hardware included in or associated with the Managed Services provided unless authorized by HiBridge

change, write over, disable, uninstall, alter, override, modify, end, stop, delete, or remove any Software that were installed by HiBridge on any Hardware that is included in or associated with the Managed Services;

use any network or Hardware in a way that unnecessarily interferes with the normal operation of such Hardware or network, or that consumes a disproportionate share of resources for such Hardware or network.  

The services shall terminate automatically:

upon failure to pay any subscription or license fees, or

at the end of the period for which granted. 

Failure to pay does not absolve Client from their financial obligation under this agreement; licensing fees for full term are due in full by the termination date of this agreement.  

If Client fails to comply with any of the provisions of this Agreement, Company shall be entitled to withdraw from the Agreement, without prejudice to any entitlement or legal remedy open to Company in such eventualities.

In the event of termination of the License, Client must, within ten (10) business days after expiration of the Agreement, delete, destroy, or return at Client’s own cost, the Software and all backup copies to Company.  Termination or expiration of this License shall result in the termination of any associated Software subscription.

Client agrees to promptly report to Company any errors, inaccuracies, missing information, and any other problems concerning the Software upon Client’s discovery thereof.  Company may use all suggestions, feedback, improvements, report formats or the like that Client provides to Company.