Thank you for establishing your digital Haystack in the cloud! These terms and conditions of use (“Terms”) apply to the use of the Haystack website located at Haystack.it (the “Site”) and the Haystack mobile application (the “App”; collectively with the Site, the “Service”) by you and any third party or entity you are using/purchasing the Service on behalf of ( “You” or “Your”), so please carefully read them before using the Service. The Service is provided by Haystack.it (“Haystack”, “we”, “our”, “us”).
If You do not agree to all of these Terms, You may not download, install, register, copy or otherwise use the Service. If You have previously downloaded our mobile application, You must stop accessing the Service and You must immediately uninstall or remove the mobile application and any copies in your possession.
We may revise and update these Terms from time to time in our sole discretion. We will notify you by email or through in-App notifications of any material change to these Terms, and we will post any change on this page, so that you can make your own decision whether or not to continue using the Service in light of any such change. All changes are effective immediately when we post them, and apply to all access to or use of the Service thereafter. Your continued use of the Service following the posting of revised Terms constitutes your acceptance of those revised Terms.
If You complete the electronic registration process, by clicking the “Register”, “Login “or “Sign up” buttons, or by using the Service or otherwise indicating acceptance of these Terms, You represent that:
If you have any questions or feedback on these Terms, please let us know by sending an email to support@Haystack.it.
I. Access to the Service
II. Ownership and security of Your Content
A.The Service and all content, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Haystack, its licensors, or other providers of such material and are protected by United States and international intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Service, except as follows:
Subject to your compliance with these Terms, Haystack grants you a limited, non-exclusive, non-transferable license to download, install, and use the Haystack mobile application solely in accordance with these Terms.
B.If You print, copy, modify, download or otherwise use or provide any other person with access to any part of the Service in breach of these Terms, Your right to use the Service will cease immediately. No right, title or interest in or to the Service or any content thereon is transferred to You, and all rights not expressly granted in these Terms are reserved by Haystack. Any use of the Service not expressly permitted by these Terms is a breach of these Terms and may also violate copyright, trademark and other laws.
You may not:
You acknowledge and agree that the Service is provided under license, and not sold, to You. You do not acquire any ownership interest in the Service under these Terms, or any other rights thereto other than to use the Service in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Haystack reserves and shall retain its entire right, title, and interest in and to the Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly provided in these Terms.
C. You retain full ownership to Your files, folders, and directories, including their metadata (e.g., file name, thumbnails) submitted to Haystack through the Service (together, “Your Content”). You hereby grant Haystack and its affiliates and service providers a perpetual, non-exclusive, transferable license to use, reproduce, modify, perform, display, and distribute Your Content, including to store or backup Your Content as set forth below.
You hereby grant Haystack and its affiliates and service providers a perpetual, non-exclusive, transferable license to use, reproduce, modify, perform, display, and distribute any feedback, ideas, comments, enhancement requests, recommendations or suggestions You send us or post in our forums.
You represent and warrant that:
You understand and acknowledge that You are responsible for Your Content, and You, not Haystack, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
Haystack is not responsible or liable to any third party for the content or accuracy of Your Content.
E. We reserve the right to withdraw or amend the Service, and any portion thereof, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service, to users.
III. Security and Your responsibility
You also acknowledge that Your account is personal to You and agree not to provide any other person with access to the Service or portions thereof using Your Security Credentials. You agree to notify us immediately of any suspected unauthorized access to or use of Your Security Credentials or any other breach of security. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your Security Credentials.
Haystack may disable Your Security Credentials at any time in our sole discretion for any or no reason, including if You have violated any provision of these Terms.
B. You are solely responsible and liable for any content You upload, download, share or copy by using the Service. You may use the Service only for lawful purposes and in accordance with these Terms. You hereby agree not to use the Service:
Additionally, You agree not to:
C. You acknowledge that You are responsible and liable for Your use of the share functions of the Service to share files and any other content with other users. You acknowledge that the shared content may be decrypted by such other users. Do not accept share requests, files or any other content from users You do not know or You do not trust. Haystack has no responsibility for actions of persons You share data with through the Service. Haystack is not liable for malware You receive from users You chose to share with.
D. Haystack has no control over the content stored and shared by its users using the Service. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information You may be able to access using the Service.
IV. Payments and pricing
B. After You have successfully created a Subscription, and You have adopted a User Plan(s), we will implement Your new Feature Quota(s) as soon as reasonably practicable after Your purchase. You agree that Your displayed available storage or other Feature Quota(s) may not immediately be current or accurate.
C. Haystack may provide You the Service free of charge, providing a basic Feature Quota. You may also gain additional services through Haystack’s referral program or other promotion, as described in the communication from us regarding such promotions. Haystack may also provide You a free trial period or other premium service Subscription, which may require a preauthorization credit card charge. When such trial period ends, Haystack may automatically convert your Subscription to a paying subscription and automatically charge You the applicable Subscription fee, or Haystack may decrease your Feature Quota to the basic free Feature Quota.
D. Payment of the Subscription fee will be by Paypal or Bitcoin. Payments are due for each month, partial month or year, depending upon which billing period You have selected for the Subscription. You agree that Your Subscription is automatically renewed for the same period at the end of the billing period (“Renewal Date”) unless You request otherwise ten (10) days before the Renewal Date.
E. Your payment is due each month or each year in accordance with Your Subscription.
F. If You do not pay any fee in a timely manner, Haystack may suspend Your access to the Service in whole or in part.
G. You represent and warrant that you have the necessary authorization to make all payments required in accordance with these Terms.
H. Your Subscription may include a time commitment (“Committed Period”). If you cancel, terminate or rescind a Subscription or terminate these Terms during the Committed Period, Your account will terminate at the end of the prepaid Committed period.
I. Haystack may change the prices of Your Subscription. If a specific price applies to your Committed Period, such price changes will not apply during the then-current Committed Period. Haystack will provide You at least 30 days advance notice prior to any change of price.
J. All payments by You to Haystack are final and nonrefundable, and we will not refund or credit You for partially used billing periods or partially used Committed Periods, except as stated herein.
K. Unless specifically provided otherwise herein, all fees are due and payable to Haystack without demand, invoicing or notice before the commencement of the period to which those fees apply.
L. You are responsible for and agree to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on these Terms, use or possession of the Service, or any other product or service provided under these Terms, excluding taxes based on net income payable by Haystack. If You are exempt from paying any sales, use or other taxes, You must provide Haystack with appropriate evidence of tax exemption for all relevant jurisdictions.
V. Proprietary Rights; DMCA Complaints
A. The Haystack name and our logo and all related names, logos, product and service names, designs and slogans are trademarks of Haystack or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on the Service are the trademarks of their respective owners.
B. We will respond to notices of alleged copyright infringement if they comply with the applicable law and are properly provided to us. We will take whatever action we deem to be appropriate, in our sole discretion, such as deleting or disabling content alleged to be infringing and to suspend or terminate the Service and accounts. Notices should be sent to:
Copyright Infringement Agent – Haystack.it
555 California Street, Suite 4925 San Francisco, CA 94104
Or emailed to: support@Haystack.it
C. All infringement notifications submitted to the Haystack Copyright Infringement Agent must include:
VI. Updates and changes to the Service
VI. Updates and changes to the Service
A. The transactions contemplated hereby may be subject to the customs and export/import control laws and regulations of Your country of residence and the countries where our data storage and recovery facilities are located. You agree to comply with all customs and export laws and all other applicable laws, statues, ordinances and regulations relating to use of the Service. You acknowledge that violations of these Terms could subject You to criminal or civil penalties.
B. There may be restrictions and limitations on the import, possession, use, transfer, export and/or re-export to another country of encryption software under the laws of the country in which You intend to use the Service. It is Your sole obligation and responsibility to check such limitations before using the Service and to comply with such restrictions and limitations.
C. You may not download or use the Service if:
D. By subscribing to or using the Service, You represent and warrant that You are not a a person who is barred from receiving the Service under the laws of the United States or any other applicable jurisdiction, or if you appear on the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition.
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HAYSTACK, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, HAYSTACK PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
B. Disclaimer of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HAYSTACK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE FOR:
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR HAYSTACK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
E. High Risk Activities
The Service is not intended for use in hazardous environment requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation, air traffic control or aircraft communication systems, direct life support machines or weapon systems in which the failure of the Service could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Activities”). Accordingly, Haystack and its service providers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
You shall indemnify, defend, and hold harmless Haystack and its officers, directors, employees, affiliates, contractors, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, without limitation, reasonable attorneys’ fees) arising from or related to your breach of these Terms or use of the Service.
Haystack will reasonably notify You of any such claim or demand that it is subject to Your indemnification obligation.
X. Inactive Free Accounts
XI. Term and termination
B. Termination for convenience: Haystack may decide, in its sole discretion and at any time, to discontinue the Service or to terminate these Terms without notice. In this case, we will provide You with a pro-rata refund of any pre-paid fees. You may terminate these Terms in Your sole discretion and for any reason by (i) closing Your account(s) for all Services with an account closing mechanism or (ii) by contacting support at support@Haystack.it. If you terminate these Terms, we will not refund you for any pre-paid fees. If Your Subscription includes a Committed Period and You terminate your Subscription before the Commitment Period expires, we may charge You the remaining fees through the end of the Committed Period.
C. Termination for cause. Haystack may terminate Your account for cause immediately upon notice to You if:
You may terminate these Terms for cause upon thirty (30) days’ advance notice to Haystack if there is any material default or breach of the Terms by Haystack, unless we have cured the material default or breach within the thirty (30) day notice period. In case of termination for cause, we will provide You with a pro-rata refund of any pre-paid fees.
D. You agree that Your Subscription is automatically renewed for the same period upon the Renewal Date, unless You request otherwise ten (10) days before the Renewal Date.
XII. Effect of termination
B. After the termination of these Terms, Haystack may keep or erase any data or Your Content (including, but not limited to, Your Encrypted Content).
C. You may stop using the Service at any time. Ceasing Your use of the Service does not constitute termination of these Terms or Your obligations hereunder.
XIII. Monitoring and enforcement
A. Haystack may monitor Your use of the Service.
B. Haystack may:
C. If we suspend Your access to all or part of the Service:
D. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone transmitting or posting any materials on or through the Service. YOU WAIVE AND HOLD HARMLESS HAYSTACK AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot ensure prompt removal of objectionable material after it has been posted or transmitted through the Service. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
If the Service contains links to other websites and resources provided by third parties, these links are provided for Your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If you decide to access any of the third party websites linked from the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
B. Governing law and Jurisdiction
These Terms shall be governed by and construed and interpreted in accordance with the substantive laws of the State of California.
Any controversy or claim arising out of or relating to these Terms, or the breach thereof, or the Service, shall be resolved under the Model Law on International Commercial Arbitration of the United Nations Commission on International Trade Law (“Model Law”). The number of arbitrators shall be one (1). The place of arbitration shall be California. The language of the arbitration shall be English. These Terms and all associated Documentation to which they refer to have been written in the English language and the parties agree that the governing language is English. All communications and any dispute associated with these Terms shall be in the English language.
If any provision of these Terms is held invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not be affected thereby and shall continue in full force and effect.
D. Other agreements
We may send You notices or communications by any means, in our sole discretion. Any notice shall be deemed delivered if was sent to Your email address as You have provided to us or Your Haystack ID via App notifications. It is Your responsibility to regularly check Your email account for new emails and to make sure emails from Haystack can pass Your spam or other filters, and likewise monitor notices within the App.
All notices sent by You to Haystack in connection with these Terms must be in writing and sent by first class mail or certified mail to Uber Brands c/o Haystack.it at 555 California Street, Suite 4925 San Francisco, CA 94104.
F. Expiration of claims
Both parties agree that except for claims related to the indemnification obligations above, all claims arising under or related to these Terms must be brought within two years after the date the cause of action arose.
G. Prevailing party
In the event either party brings an action against the other to enforce any term of these Terms, the prevailing party in such action shall be entitled to recover the court costs and reasonable attorney’s fees at trial and on any appeal.
The failure of either party to enforce a provision is not a waiver of its right to do so later. The waiver by Haystack of the breach of any particular provision of these Terms shall not be deemed a waiver of the breach of any other provision or any subsequent breach of the same or any other provision of these Terms.
You may not assign Your rights or obligations under these Terms without Haystack’s express written consent.
J. Relationship; no third party beneficiary
Haystack shall be an independent contractor pursuant to these Terms. Nothing contained in these Terms shall be construed as creating any agency, partnership, or fiduciary relationship between the parties. These Terms create no third party beneficiary rights.