Customer understands and agrees that its breach of this Agreement will cause Hexagen irreparable damage for which recovery of money damages would be inadequate, and that Hexagen shall therefore be entitled to obtain timely injunctive relief to protect Hexagen’s rights under this Agreement in addition to any and all remedies available at law.
This Agreement is the entire agreement between the parties on the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venturer of the other.
In the event that any provision of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Customer may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Hexagen and any prohibited assignment will be null and void. This Agreement will be binding upon and will inure to the benefit of the parties permitted successors and/or assignees. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
Last Revision: March 24, 2019
THIS IS A LEGAL AGREEMENT BETWEEN YOU, A PERSON OR ENTITY WHO REGISTERS AND USES HEXAGEN.COM SERVICE ON BEHALF OF HIMSELF/HERSELF OR A BUSINESS, GOVERNMENT OR NON-PROFIT AGENCY (“End User”, “User” or “Customer”) AND ABUYO, INC. DBA HEXAGEN (“Hexagen”) REGARDING CUSTOMER’S USE OF HEXAGEN.COM SERVICES (“Hexagen Service” or “Service”). BY CLICKING “I ACCEPT” OR BY USING THE SERVICE, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.
Agreement means this Hexagen Web Services Agreement together with any rules and restrictions that may apply at the time.
Confidential Information means the Hexagen Service and any information disclosed by Hexagen to User or discovered by User on his/her own accord, either directly or indirectly, in writing, orally, or by inspection of tangible objects relating to the Hexagen Service including without limitation application functionality, application workflow, user interface, product process, application specifications, research content, requirements templates, scorecards, vendor/product leaderboards, data, text, pictures, audio, video, logos and copy.
Customer’s Data or User’s Data means any Project data or other data or material submitted by Customer during their use of the Hexagen Service.
Effective Date means the day the Customer clicks to accept this Agreement, or uses the Hexagen Service, whichever is earlier.
Hexagen Site means the web site located at http://www.Hexagentechnologies.com or related sub-domains.
Hexagen Service (or “Service”) means the Hexagen vendor selection, e-sourcing and e-procurement application or product or product components thereof including but not limited to application functionality, market research, requirements templates or vendor/product scorecards and/or leaderboards that Hexagen makes available to Users over the Internet by means of the Hexagen Site for collaborating on product and services evaluations, vendor sourcing, procurement, sales and marketing purposes.
Hexagen shall provide access to Customer to Hexagen Service to be hosted and operated on Hexagen’s and associated third-party computer servers and any applicable additional services in accordance with the terms of this EULA and the terms on Hexagen Site. Users may use the Service to evaluate various products and services if they are prospective buyers, or if they are vendors, they may use the Service to market to, interact with and sell their products and services to those prospective buyers.
Buyer or Prospective Buyer refers to a user that is in the process of evaluating any products and services for his/her own use or use by the entity he/she is representing. A Buyer may interact with a Vendor via a message, enquiry, RFI, RFP, demo, trial, proof-of- concept (POC) or other related communication mechanism within Hexagen.
Vendor refers to a user that has a product or service, or represents an entity that has a product or service that he/she would like to market to Buyers, and interact with them while responding to messages, enquiries, RFIs, RFPs, demo requests, trial requests, proof-of-concept (POC) requests, or other related communication mechanism from Buyers.
Types and Cost of Service. There are two types of Hexagen Services: (i) Corporate or Paid Edition (“Hexagen Corporate”) wherein a user pays Hexagen a per-project, a per-module or a monthly, quarterly or annual subscription fee for access to the Hexagen Service and the ability to conduct their evaluations on the Hexagen platform and interact with vendors of their choice via messages, enquiries, RFIs, RFPs, demo requests, trial requests, proof-of-concept requests and other communication mechanism; and (ii) Community or Free Edition (“Hexagen Community”) wherein a user does not pay Hexagen to use the Hexagen Service but his/her usage is subject to usage data being shared with paying third-parties. The associated functionality for both editions is defined by Hexagen and is subject to change at any time. Also, the associated fees for using the Buyer-facing and the Vendor-facing aspects of the Service are subject to change from time to time. For the Hexagen Corporate edition, Hexagen charges fees that are current at the time of usage, unless the fees are pre-defined for a specific period of time via a separate contract or statement of work (SoW). Any and all unpaid or free usage of Service reverts to Community Edition.
Quality of Service. Hexagen’s intention is to provide Service to both Buyers and Vendors, and the Service is to be used on an “as is” basis. Hexagen does not verify Buyer or Vendor credentials, nor does Hexagen provide any guarantee, implicit or explicit, of any kind whatsoever to Buyers or Vendors. Hexagen does not guarantee the authenticity, reliability or assurance to Buyers regarding the performance of the Service, or regarding any Vendor or Product’s ability to perform at any level. Also, Hexagen does not provide any guarantee, explicitly or implicitly, to Vendors that any leads will ever seek to purchase products or services from Vendor or will ever become customers of Vendor.
Customer Accounts. When a User signs up for the Hexagen Service, Hexagen will automatically create an account (“Account”) for the User. If required, Users may create multiple Accounts for their convenience, however User is required at all times to enter accurate data about themselves, as well as organizations and Products they represent and selection Projects they are working on. This will allow Hexagen to remain an open, honest and vibrant community of professionals that evaluate, buy and sell products and services while allowing Users to control their individual privacy settings. The User who registers for the Hexagen Service on behalf of a Business, Government or Non- Profit Entity (“Entity”) is considered to be an agent of that Entity and shall be deemed the Account owner (“Account Owner”) for that Entity, unless the Entity designates another User as the Account Owner. A Customer may designate any other User to be an Account Owner for the entity by contacting Hexagen at email@example.com. There could be several Users associated or linked with an Entity’s Account. Customer is responsible for all activity occurring under its Account and for the Entity(ies) they are linked to.
To collaborate on product or services evaluation and selection, a User may create one or more projects (each, a “Project”) on Hexagen and invite other Users (“Stakeholders”) to participate and contribute based on roles that are assigned to them within the Project. All Projects are directly associated with the User that created the Project, as well as indirectly associated with other Users that are Stakeholders. User shall notify Hexagen immediately of any unauthorized use of any password, account, copying or access to the Hexagen Service. Each User shall have a unique login (email address and username) (“UserID”), which may not be shared, but may be reassigned to new Users replacing former Users.
User’s or Customer’s Data. Hexagen does not own any of the Customer’s Data. Customer is solely responsible for the accuracy, integrity, and legality of Customer’s Data. Notwithstanding anything to the contrary in this Agreement, Hexagen shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Customer’s Data. Customer shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code, or data which violates the rights of any individual or entity established in any jurisdiction including, without limitation, medical information, credit card information or social security numbers, driver’s license or personal identification numbers or account numbers on, to or from the Hexagen Service. Customer represents and warrants that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Customer’s Data uploaded or submitted to the Hexagen Service and its use of the Hexagen Service and performance of its obligations under this Agreement. Customer will indemnify, defend and hold Hexagen harmless from any claims, losses and causes of action arising out of or related to Customer’s breach of this Section 2.8. In the case of Hexagen Community edition Users, Hexagen may share User’s Data and/or usage statistics with one or more paying third-parties, in order to be able to provide Service for free to User.
User IDs and Security. A User may invite and allow any other User to use the Hexagen Service. No User ID may be shared by more than one User. User is entirely responsible for maintaining the confidentiality of its own User IDs and Account information, as well as maintaining the confidentiality of any Entities they are associated with on Hexagen. User acknowledges and agrees that as between the parties, User is solely responsible for User’s use of Hexagen and all acts, omissions and use of User IDs or passwords or in connection with Hexagen.
Use of Mutual Non-Disclosure Agreement (MNDA), Requirements Templates, Scorecards and Leaderboards. Hexagen provides MNDA templates, Requirements Templates, Scorecards, Leaderboards and other such resources within Hexagen purely for the convenience of Users on an “as is” basis. Users are expected to obtain qualified legal and other professional advice prior to utilizing or relying on these resources provided within Hexagen. Hexagen does not represent that any of these resources provided are error-free, or that they are suited for Customer’s use, nor is Hexagen responsible for any consequences from the Customer’s use of these resources within Hexagen.
Users may not use the Hexagen Service in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Users may not use the Hexagen Service to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Hexagen or others. Users are entirely responsible for the content of, and any harm resulting from any of their postings or submissions to the Hexagen Site and Hexagen Service (collectively, “Contributions”). As a User or Customer, when you create or make available a Contribution, you represent and warrant that you:
(a) will not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the Hexagen Site, computer systems and network, or the Hexagen Service and will not post Contributions that constitute, contain, install or promote spyware, malware or other computer code, whether on Hexagen’s or others’ computers or equipment, designated to enable you or others to gather information about or monitor the online or other activities of another party;
(b) will not attempt to interfere with any other person’s use of the Hexagen Service;
(c) will not misrepresent your identity or impersonate any person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity. This includes linking with (or attempting to link), or claiming access (or attempting to claim access) to a Company or any associated artifacts and resources including Projects and Products within Hexagen if you are not employed by or affiliated in an official capacity with that company. Such an action may result in Hexagen revoking access to that Company and all associated artifacts and resources and in turn, granting those to other authorized users.
(d) will not attempt to gain access to any account, computers or networks related to the Hexagen Service without authorization;
(e) will not attempt to obtain any data through any means from the Hexagen Service, except if we intend or make it available to you;
(f) will not attempt to charge others to use the Hexagen Service either directly or indirectly;
(g) will not use the Hexagen Service to participate in pyramid schemes or to transmit chain letters, or to create an undue burden on the Hexagen Site or the networks or services connected to the Hexagen Site, including, hacking into the Hexagen Site, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications;
(h) will not use the Hexagen Service for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited e-mail or communications or unsolicited commercial e-mail or other communications or engaging in unauthorized faming of, or linking to, the Hexagen Site without the express written consent of Hexagen;
(i) will not post Contributions that (1) are defamatory, damaging, disruptive, unlawful, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable or incite, encourage or threaten immediate physical harm against another, including but not limited to Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual, or (2) contain material that solicits personal information from anyone under 18 or exploits anyone in a sexual or violent manner;
(j) will not use the Hexagen Service to send or otherwise make available, any Contribution unless you own or have sufficient rights to such Contribution or have received all necessary consents to post such Contribution;
(k) will not post Contributions that violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of Hexagen or any other person;
(l) have fully complied with any third-party licenses relating to Contributions, agree to pay for all royalties, fees and any other monies owning any person by reason of Contributions that you posted to or through the Hexagen Site;
(m) will not use the Hexagen Service to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property;
(n) will not use the Hexagen Service to download any material sent by another user of the Hexagen Service that you know, or reasonably should know, cannot be legally distributed in such manner;
will not use the Hexagen Service to violate any code of conduct or other guidelines which may be applicable to the Hexagen Service or the Hexagen Site;
(p) will not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by Hexagen in connection with the Hexagen Site, Hexagen Service; or
(q) will not post Contributions that contain advertisements or solicit any person to buy or sell any products or services (other than those provided and approved by Hexagen).
As between you and Hexagen, you exclusively own all rights in and to the Contributions that you submit to the Hexagen Site. Hexagen needs a limited license from you so that we can use your Contributions to make the Hexagen Service and Hexagen Site available to you. For example, if you upload Product specifications, Project requirements, Product drawings, whitepapers or other Product related collateral and resources, or a graphical presentation of how a Product works to the Hexagen Site, we need a license from you to display, perform and distribute these Contributions in order to make these Contributions available to you on your Product and/or Project pages. And, if you permit third parties (such as your customers, vendors or consultants) to view your Product or Project pages, we need to have a license to sub-license your Contributions to these third parties so that they can view and use those pages.By making a Contribution to the Hexagen Site, you grant to Hexagen a limited, perpetual, non-exclusive (meaning you are free to license your Contribution to anyone else in addition to Hexagen), fully- paid, royalty-free (meaning that Hexagen is not required to pay you to use your Contribution), sub-licensable (subject to the restrictions below), transferable (solely because we need the right to transfer this license to a successor Hexagen Site operator) and worldwide (because the Internet and the Hexagen Site are global in reach) license to use, modify, perform, display, reproduce and distribute the Contribution for the sole purpose of operating the Hexagen Site and Hexagen Service. Hexagen needs the right to “modify” and “reproduce” your Content, because the software and servers hosting the Hexagen Site modify and reproduce your Content automatically in order to make the Hexagen Site and Hexagen Service available.We will only sublicense your Contribution for the following purposes: (a) to make your Contributions available to any third party (such as a client or a contractor) that you permit to view your Product and/or Project pages on the Hexagen Site; and (b) to permit a third party hosted services provider to host the Hexagen Site. We may make Non-Identifying Information about your Products or Projects to Vendor Users so they can utilize Campaigns/Reports/Actions within Hexagen to provide you with information about their products and services. Further, if you are a User of the Hexagen Community edition, you grant Hexagen the right to be able to share your identity, Service activity and usage, and Contributions with paying third-parties, such that the Service can be provided to you for free.
A User shall not: (a) rent, lease or loan the Hexagen Service; (b) conduct automated functionality tests or load tests on the Hexagen Service; (c) attempt to gain access to data that is not User’s Data, or use a disproportionate amount of the Hexagen Service that interrupts or degrades the Hexagen Service; or (d) use the Hexagen Service in any manner that violates any applicable law or regulation, including without limitation any third party copyright or other intellectual property or proprietary right.
Hexagen will provide maintenance and support services of Hexagen in accordance with the terms of this Agreement. Hexagen’s obligations, if any, to provide maintenance and support is subject to the following: (a) User shall provide Hexagen with access to itself and its personnel to duplicate and resolve errors; (b) User shall provide supervision, control and management of the use of the Hexagen Service; (c) User shall document and promptly report all errors or malfunctions in the Hexagen Service to Hexagen, and (d) User shall take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Hexagen.
In the case of Hexagen Corporate edition, the amount of Fees for various levels, modules and packages of Hexagen usage are different based on various criteria including but not limited to # of Projects in use, and the current Fees are provided by authorized Hexagen personnel. Customer is responsible for all taxes, other than taxes levied on Hexagen’s income. Fees do not include any applicable taxes. If Hexagen is required to pay any sales, use, goods and services, value added, or other taxes in relation to Customer’s use of Hexagen, those taxes will be billed to and paid by Customer.
Term. This Agreement shall begin on the Effective Date and continue until terminated by either Hexagen or Customer in accordance with this Agreement. Customer can terminate this Agreement via written notice or email to Hexagen at firstname.lastname@example.org.
Termination. Either party may immediately terminate this Agreement as follows: (a) if either party materially breaches its obligations under this Agreement and fails to cure such breach within thirty (30) days after it has been notified in writing of such breach; or (b) if either party has instituted against it any proceedings seeking relief, reorganization or arrangement under any laws relating to insolvency and such proceeding is not resolved within sixty (60) days.
Survival. All provisions of this Agreement, which by their terms or import are intended to survive such cancellation or termination, shall survive.
Hexagen hereby reserves all right, title and interest in and to the Hexagen Service and all intellectual property rights related thereto not expressly granted in this Agreement. A User shall not reverse engineer or otherwise attempt to derive source code from the Hexagen Service or any associated artifacts.
On-Disclosure and Non-Use Obligation. Recipient shall not make use of (except for purposes of this Agreement), or disseminate or in any way disclose Discloser’s Confidential Information. Recipient shall treat Discloser’s Confidential Information with the same degree (but not less than a reasonable degree) of care as it accords its own confidential information. Recipient may disclose Confidential Information only to its employees who need to know such information and certifies that its employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Recipient will immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information and will use all commercially reasonable efforts to assist Discloser in remedying any such unauthorized use or disclosure.
User agrees that user’s access to and use of, or Inability to access or use, the Hexagen service is at user’s sole risk. the Hexagen service is provided “as is” and “as available”, and Hexagen and its contractors and licensors, as applicable, make no representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title or non-infringement of proprietary rights. user acknowledges that the operation of the Hexagen service may not be secure, timely, uninterrupted or error-free or operate in combination with any other hardware or software. the Hexagen service may be subject to limitations or issues inherent in the use of the internet and Hexagen shall not be responsible for any problems or other damage resulting from such limitations or issues. some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers and limitations of liability may not apply to customer.
To the maximum extent permitted by law, Hexagen and its Contractors or Licensors, will not be liable to customer for any direct, indirect, special, consequential or exemplary damages arising out of or relating to this agreement or any access to or use of the Hexagen service, even if such parties were aware of the possibility of such damages. in no event will the aggregate liability for any and all of customer’s claims against Hexagen and its contractors and Licensors arising out of or related to this agreement exceed the value paid for use of the Hexagen service during the 3- month period prior to the date a claim is made. the parties agree that this limitation of liability represents a reasonable allocation of risk. some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers and limitations of liability may not apply to such Customers.