These HaiByte.com Terms of Service (the “Agreement“) between the Customer and Hai Byte OÜ (an Estonian limited liability company with a business ID 16894880 "Hai Byte") set forth the terms and conditions for the use of the HaiByte.com platform and services including all content, services and/or products available on or through the platform (collectively, the “Service”).
IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS AND CONDITIONS. BY REGISTERING WITH THE SERVICE AND/OR BY CLICKING AN “I ACCEPT” OR SIMILAR BUTTON OR BY OTHERWISE ENTERING INTO THIS AGREEMENT YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS SET OUT BELOW AND THAT YOU AGREE, AND YOU ARE AUTHORIZED, TO BIND THE CUSTOMER BY THIS AGREEMENT. IF YOU DO NOT ACCEPT OR UNDERSTAND THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS THE SERVICE.
Any referral to “Agreement” shall include these Terms of Service and the documents referred to herein. In addition to these Terms of Service, you agree to abide by any supplemental policies, procedures or operating rules of the Service, such as any usage restrictions and usage limits, that may be published from time to time on the Service, each of which is incorporated herein by reference.
For the purpose of this Agreement, the following capitalized terms shall have the meanings defined below:
“Authorized User” shall mean the Customer subscribing to the Service as an individual or the Customer's employees, agents, contractors, consultants, suppliers or other individuals who are authorized by the Customer to use the Service under this Agreement.
“Customer” shall mean the individual or entity that, upon agreeing to the Agreement, subscribes to the Service.
“Data” shall mean data, analyses, opinions and other content made available within the Service.
“Service” shall mean the HaiByte.com platform in the form provided by Hai Byte from time to time and which may be accessed and/or used via a web browser.
“Intellectual Property Rights” shall mean all intellectual property rights, including copyrights, trademarks, trade names, patents, utility models, designs, database rights, methods, processes and inventions, and any other intellectual property rights, whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights.
2.1 Upon the subscription of the Service and subject to the terms of this Agreement and Hai Byte's price list in force from time to time, if applicable, Hai Byte hereby grants to the Customer a limited (for as long as this Agreement remains valid and in force as defined in Section 9 below), non-exclusive, non-transferable license to access and use, solely for the Customer’s internal business purposes, the Service and Data as it is made available by Hai Byte from time to time. Data shall be licensed to the Customer for its internal business use only. For the avoidance of doubt, this will not restrict the Customer from building analyses based on the Data and otherwise use Data as background material for its own service offerings.
2.2 The person signing or otherwise accepting this Agreement represents that it has the authority to bind the Customer to this Agreement.
2.3 Unless otherwise expressly agreed, a separate subscription to the Service is required for each Authorized User. User credentials are personal to each Authorized User and the use of the Service is not allowed by anyone other than the Authorized User to whom Hai Byte has provided access to use the Service.
2.4 The Customer shall not on the basis of this Agreement have any rights to modify, decompile, reverse engineer, access the source code of or transfer, assign, sublicense or distribute the Service or any part thereof.
Hai Byte may, from time to time, in its sole discretion, modify and/or update the Service or a part thereof. Hai Byte shall notify the Customer of all such changes. This Agreement will automatically apply to all updates, modifications or amendments to the Service.
4.1 The Service and the Data are licensed to the Customer only under the terms of this Agreement, and Hai Byte reserves all rights not expressly provided herein.
4.2 The Customer shall not make the Service available to anyone else than the Authorized users.
4.3 The Customer and Authorized User may use the Service only if the Customer and Authorized User is older than eighteen (18) years of age on the day of signing up for the Service. Aside from the age limit, the Service may only be used by the Customer if the Customer is legally capable of entering into a valid contract and not barred from entering into contracts for any reason other than age.
4.4 The Customer may not sublicense, rent, lease, loan, sell, or distribute the Service or Data.
4.5 The Customer may not use the Service to develop any applications, software or otherwise that could in any way interact or interfere with the performance of the Service or any portion thereof.
4.6 The Customer shall not attempt to gain unauthorized access to use the Service or its related systems or networks.
4.7 The Customer shall not on the basis of this Agreement have any rights to modify, decompile, bootleg, reverse engineer, disassemble, translate, or extract the inner workings of any software constituting part of the Service, or the Service’s structural framework, or otherwise attempt to derive the source code of, modify, or create derivative works of any such software.
4.8 The Customer shall not copy the Service or any part, feature, function or user interface thereof, or create derivative works of the Service or any part, feature, function or user interface thereof.
4.9 The Customer shall not use any automated system, including without limitation, “robots,” “spiders,” “offline readers”, “web scraping technology”, etc., in connection with the Service.
4.10 The Customer shall not copy or redistribute Data contained in the Service, except as specifically authorized by the functions made available within the Service.
4.11 The Customer agrees that Hai Byte may terminate or suspend the Customer’s access to the Service immediately, if the Customer is found to be in violation of this Section.
4.12 Unless provided otherwise by applicable mandatory law, the Customer shall not request or make available Data for the use of others, including for any parent, subsidiary, affiliated entity, franchisee, or dealer of the Customer. The Customer shall not make Data available to others in any form, unless required by law where the Customer has notified us or unless the Customer first obtains Hai Byte' written consent. However, this does not prohibit the Customer from building analyses based on the Data and otherwise use Data as background material for its own service offerings.
4.13 The Customer shall not incorporate significant portions of the Data as such: (a) into any of its advice or recommendations that may provide to others, (b), publish such portions Data in the news media, (c) incorporate or use such portions of Data in any kind of database or marketing list to be provided to a third party, (d) use such portions of Data to generate any statistical or other information that is or will be provided to third parties, use or permit the use of such portions of Data to prepare any comparison to other information databases that will be provided to third parties, or (f) produce Data in judicial or administrative proceedings, including discovery proceedings, without our prior written consent, unless required by law and where Customer has notified us of such legal requirement.
4.14 The Customer may use Data only in connection with the particular transaction for which such Data was originally requested. The Customer shall not re-license, resell or further distribute Data.
4.15 The Customer will not use Data as a factor in establishing an individual’s eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes, or (ii) employment. In addition, Customer will not use Data to engage in any unfair, anti-competitive or deceptive practices and will use the Data only in compliance with applicable laws or regulations, including laws and regulations regarding telemarketing, customer solicitation (including fax and/or e-mail solicitation), data protection, privacy, and anti-corruption.
4.16 The Customer commits to refrain from developing a competitive product or integrating any of the Service or Data into their own goods or services, or into those of any other individual or firm in a way that could compete or is designed to compete with Hai Byte. Any use of Service or Data in a manner that competes with Hai Byte is strictly forbidden. The Customer consents not to distribute, sublicense, transfer, trade, sell, disassemble, offer for sale, or expose any of the Service or Data to any competitive third party. The Customer is strictly prohibited from renting, leasing, selling, allocating, distributing, or transferring rights in the Service, or sharing them with any entity that could be perceived as a competitor of Hai Byte.
5.1 The Customer shall:
5.1.1 maintain confidential and secure all identifying codes and passwords relating to the Service and ensure that all Authorized Users use the Service in accordance with the terms and conditions of this Agreement and comply with the obligations set out herein. The Customer shall be liable for the actions of the Authorized Users as of its own actions and be responsible for any Authorized User’s breach of this agreement; and
5.1.2 prevent unauthorized access to or use of the Service, and notify Hai Byte promptly of any such unauthorized access or use.
To the extent the Customer provides personal data of the Authorized Users to Hai Byte or Hai Byte otherwise processes personal data on behalf of the Customer in the context of the provision of the Service, the terms and conditions laid out in the Hai Byte' Data Processing Agreement (https://www.haibyte.com/data-processing) shall apply.
6.1 With respect to potential personal data embedded and present in the Data, the Parties acknowledge and agree that each shall act as an independent controller with respect to the processing of the said personal data.
6.2 The Customer will ensure that appropriate technical measures (including the use of encryption) and organizational measures are taken to avoid unauthorized or unlawful processing of, and against accidental loss or destruction of or damage to, personal data (including adequate back-up and disaster recovery systems) within the Data.
6.3 The Customer will not transfer personal data within the Data, to any country outside of the EEA unless the Customer has (where required) adopted an appropriate EU transfer mechanism in accordance with the GDPR (controller to controller, or controller to processor as applicable).
6.4 The Parties agree to provide reasonable assistance as is necessary to each other to enable them to comply with complying with the rights of, and responding to queries or complaints from, data subjects.
6.5 The Customer will take reasonable steps to ensure the reliability of any employees who have access to personal data, including ensuring that all such employees have received training in applicable data protection related training. The Customer will limit access to such personal data (including when in a test environment) to those of its employees who have a business need for access.
6.6 The Customer will notify Hai Byte promptly if it receives any enquiry or complaint from a local data protection regulator or data subject about any personal data within the Data, as applicable. The Customer will co-operate with Hai Byte to ensure the prompt investigation of, and response to, any such enquiry or complaint.
6.7 If the Customer becomes aware of the loss or compromise of, or any damage to, any personal data within the Data it will: (a) promptly notify Hai Byte of the details of the incident; (b) promptly initiate a full investigation into the circumstances surrounding the incident and make any reports of notes of the investigation available to Hai Byte; and (c) provide such reasonable cooperation and assistance as may be requested by Hai Byte in order to investigate the incident.
7.1 If the Customer chooses to subscribe for a paid subscription, the Customer agrees to pay Hai Byte the fees set forth in Hai Byte's price list in force from time to time as compensation for the use of the Service.
7.2 The Customer shall pay the fees in accordance with the payment terms provided by Hai Byte through the Service. Except as expressly set forth herein, all fees are non-refundable once paid.
7.3 All prices quoted are net amounts and exclusive of VAT or any other applicable sales tax, as the case may be, which will be added to the invoices where applicable.
7.4 Hai Byte shall have the right to adjust the fees and prices for the Service from time to time. Any change in the pricing for the Service shall be notified by Hai Byte to the Customer in writing at least one (1) month prior to such change taking effect. In the case the Customer does not accept the price amendment, the Customer shall have the right to terminate the Agreement as of the effective date of the price amendment by a written notice to Hai Byte, which notice shall be issued at least seven (7) days (monthly and annual subscriptions) prior to the effective date of the price amendment. Any price list changes shall not apply to ongoing subscription terms that have already been paid for by the Customer, but they shall be applied to any renewals of such Service subscription terms. If the Customer does not issue a termination notice as set out above, the price amendment shall be deemed to be approved by the Customer.
8.1 All Intellectual Property Rights in and to the Service and the Data are and shall at all times remain the sole and exclusive property of Hai Byte and/or any relevant third parties. The Service and Data are licensed, not sold, to the Customer and the Customer does not acquire any rights of ownership in the Service. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of Hai Byte or any third party to the Customer. All rights not expressly granted to the Customer shall be retained by Hai Byte or its licensors.
8.2 Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Service, any software constituting part of the Service, or any related documentation.
9.1 This Agreement commences on the date the Customer first accepts it and continues until the subscription to use the Service hereunder has been terminated.
9.2 Paid monthly and annual subscriptions are valid until the end of the agreed subscription period and continue automatically thereafter for consecutive renewal term(s), unless terminated by the Customer by providing Hai Byte with a written notice of termination prior to the expiration of the ongoing subscription term.
9.3 Unless otherwise agreed, the term of free subscriptions continues until further notice. The Customer may request termination of the subscription of the Service and this Agreement by contacting Hai Byte via email at support@haibyte.com.
9.4 Either Party may terminate this Agreement with immediate effect if the other Party materially breaches the provisions of this Agreement and fails to correct the breach within thirty (30) days of having received a written notice of the breach. The Customer acknowledges that a failure by the Customer to pay the fees set forth in this Agreement shall constitute a material breach of this Agreement and the Customer acknowledges that Hai Byte may cease to provide the Service to the Customer due to such failure by the Customer without prior notice.
9.5 If this Agreement is terminated by Hai Byte in accordance with Section 9.3, the Customer shall not be refunded for any fees paid hereunder.
9.6 Upon termination of the subscription, the Customer’s user account may be deleted permanently.
9.7 The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.
10.1 The Customer shall indemnify, defend and hold Hai Byte harmless from and against any and all liability, loss or damage in connection with any third-party claim, demand or judgment arising out of or relating to the Customer’s use of the Service in breach of this Agreement.
11.1 The service shall be provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose or performance, or any warranty concerning the completeness, accuracy or timeliness of the Data or results to be obtained from the Service. The customer is solely responsible for ensuring that the service is suitable for the purposes for which the customer intends to use it.
11.2 Hai Byte does not guarantee that the service will function error-free or uninterrupted. The customer acknowledges that Hai Byte does not control the transfer of data over communication facilities, including the internet, and that the service may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
11.3 The Customer acknowledges that the Data may contain a degree of error. The Customer accepts that it (i) is responsible for determining whether the Data is sufficient for the Customer’s use and (ii) must rely entirely upon its own skill and judgment when using the Data.
11.4 For the avoidance of doubt, Hai Byte does not warrant the continued availability of the service and it shall not be liable to compensate the Customer any downtime of the service.
12.1 To the extent permitted by applicable laws, in no event shall Hai Byte be liable for any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to the Customer’s use or inability to use the service, however caused, regardless of the theory of liability (contract, tort or otherwise), even where Hai Byte has been advised of the possibility of such loss or damage.
12.2 Hai Byte shall not in any way be liable for the Customer’s own use of the Service or any damages or losses resulting thereof. Hai Byte shall have no liability arising out of any unavailability of the service.
12.3 Hai Byte accepts no liability whatsoever for any problems caused by network connections or electricity supply, or any other problems relating to any service or product provided by any third-party service provider.
12.4 The aggregate maximum liability of Hai Byte towards the Customer shall be limited to the amount of EUR 100 or the total fees paid by the Customer for the Service during the period of twelve (12) months immediately preceding the receipt of the claim for damages, whichever of them is lower.
12.5 Notwithstanding and without limiting the generality of the foregoing, the limitations of liability shall not apply to damages caused intentionally or by gross negligence.
12.6 Many jurisdictions have consumer protection laws that limit the waiver of certain rights. Hai Byte respects these laws and hence no provision of this Agreement shall waive such rights granted in various jurisdictions.
13.1 Reference use. Hai Byte is allowed to use the Customer's name and logo in its marketing of the Service pursuant to good business practises unless the Customer expressly denies Hai Byte's reference right by providing Hai Byte a written notice of the same.
13.2 Assignment. The Customer may not, without Hai Byte' prior written consent, assign this Agreement, or any of its rights or obligations under this Agreement, to any party. Hai Byte may assign this Agreement to any of its affiliated companies or a third party or as a part of a sale of its business operations pertaining to this Agreement or a part thereof without the Customer’s consent.
13.3 Amendments. Hai Byte is entitled to amend this Agreement by providing the Customer with a one (1) month prior written notice to the Customer’s and/or the Authorized Users’ email address. If the Customer does not accept the changes made by Hai Byte to this Agreement, the Customer has the right to terminate the Agreement by notifying Hai Byte thereof in writing at least two (2) weeks prior to the effective date of such change.
13.4 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and representations between the Parties, whether written or oral, with respect hereto. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof.
13.5 Construction. The headings in this Agreement are intended for convenience only and shall not affect the meaning or interpretation hereof. Unless the context otherwise requires, the singular shall include the plural and the plural shall include the singular.
13.6 Partial invalidity. Should any of the provisions of this Agreement be, or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions.
14.1 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of Estonia, excluding its conflict of law rules.
14.2 Any dispute, controversy or claim arising out of or relating to this Agreement, a breach, termination or invalidity hereof shall be attempted to be amicably settled through negotiations between the Parties and failing the same, shall be settled by the district court of Tallinn, Estonia.
