Terms & Conditions

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”).

By downloading, installing, registering, copying or otherwise using the Service, You accept and agree to be bound and abide by these Terms and our Privacy Policy, located at https://Haystack.it/privacy-policy/ (our “Privacy Policy”). All information we collect through or in connection with the Service is subject to our Privacy Policy.

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:

  • You have full legal capacity to accept these Terms and You are not barred under any applicable laws from doing so; and
  • You understand English and have read, understood and accepted these Terms.

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

A.In order to use our Service, You may need to complete a registration process. When You register for the Service, You must provide information (“Registration Data”). You represent that the Registration Data is true, current, complete, and accurate.
B.You agree to maintain and promptly update Registration Data to keep it true, current, complete, and accurate.
C.Your registration application is evaluated by Haystack, and if we discover that Your Registration Data is not true, current, complete, or accurate, Haystack, at its sole discretion and without prior notice, may immediately terminate these Terms and Your ability to use the Service.
D.You may not use the Service if You are under 13 years of age. By agreeing to these Terms, You represent to us that You are over 13.

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:

  • Your computer or mobile device may temporarily store copies of such materials in memory incidental to Your accessing and viewing those materials.
  • You may store files that are automatically cached by your browser for display enhancement purposes.
  • You may print or download a reasonable number of pages of our website for Your own personal, non-commercial use and not for further reproduction, publication or distribution.

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:

  • Copy any portion of the Service, except as expressly permitted by these Terms.
  • Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of any portion of the Service.
  • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Service or any part thereof.
  • Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service, including any copy or part thereof.
  • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, or any features or functionality of the Service, to any third party for any reason, including by making the Service available on a network where it is capable of being accessed by more than one device at any time.

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 own or control all rights in and to Your Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
  • All of Your Content does and will comply with these Terms.

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.

D. Your Content and other information you submit to us will be handled in accordance with our Privacy Policy.

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

A. We will provide you with an encryption key and Haystack ID, and you may choose a password for your account (“Your Security Credentials”). You must treat Your Security Credentials as confidential, and You disclose Your Security Credentials to any other person or entity at your own risk. Before sharing any information with third parties (including Your Content), carefully check the email address, phone number or Haystack ID of such third party.

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:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which is unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, offensive, or otherwise objectionable.
  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, or “spam” or any other similar solicitation.
  • To impersonate or attempt to impersonate Haystack, a Haystack employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm Haystack or users of the Service or expose them to liability.

Additionally, You agree not to:

  • Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
  • Use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
  • Use any manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Service.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service.
  • Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
  • Access or use the Service in a way intended to improperly avoid incurring fees or exceeding any Feature Quotas (described below). You may not use or create multiple user accounts for the purpose of gaining additional cloud storage. One natural person can hold only one free account at any given time.
  • Use the Service to access, change, damage, delete or edit data without authorization.
  • Use the Service, directly or indirectly, to offer any service that competes with the Service.
  • Probe, scan, or test the vulnerability of any system or network. Haystack may, in its sole discretion, make exceptions to this duty and allow penetration testing and similar activities against and limited to its non-production infrastructure.
  • Use the Service in a way that infringes any third party’s intellectual property rights.
  • Use the Service to collect, store or transmit personal data of any person without such person’s consent.
  • Send us untruthful abuse reports.
  • Abuse Haystack referrals to get more credit for referrals than deserved.
  • Violate the law in any way, or to violate the privacy of others, or to defame others.
  • Otherwise attempt to interfere with the proper working of the Service.

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

A. You may upgrade Your account under one or more plans (“User Plan(s)”).

  • You can adopt User Plan(s) by creating a subscription (“Subscription”), and adding a User Plans to such Subscription.
  • You may receive a separate invoice for each Subscription you have created. Each Subscription has its own applicable billing period, which can be either monthly or yearly.
  • Each User Plan has certain features (“Feature Quota(s)”) as described further in the Service.

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:

  • Identification of the allegedly infringed copyrighted content.
  • Identification of the material or link allegedly hosting the infringing content, including the URL and the client side decryption key for such content.
  • The copyright owner’s contact information (including mailing address, telephone number, and email address).
  • A statement declaring:
    “I hereby state that I have a good faith belief that the use of the infringed content is not authorized by the copyright owner, its agent, or the law.”
    “I hereby state that the information in this notice is accurate.”
    “I hereby state, that I am the owner or am authorized to act on behalf of the owner of the copyright that is allegedly infringed.”
  • The full name and electronic or physical signature of the copyright owner or the copyright owner’s agent.

VI. Updates and changes to the Service

Haystack may from time to time in its sole discretion develop and provide updates to the Service, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Haystack has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You expressly agree that the Service might be updated automatically, with or without prior notice to You. In other cases, You may need to download and install the latest version of the Service. You shall promptly download and install all Updates and acknowledge and agree that the Service or portions thereof may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of the Service and be subject to these Terms.

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:

  • You are 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 does not comply with all applicable local, state, national, and international laws, rules, and regulations..

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.

VIII. Disclaimer

A. Provided as-is; disclaimer of warranties

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:

  • PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
  • DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE IN THE PREVIOUS SIX MONTHS.

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.

F. Indemnification

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.

IX. Overuse

If Your usage exceeds what is allowed under Your current Feature Quota(s), Haystack will notify You about Your overuse. If, within 15 days of the delivery of such notice, You do not either (i) upgrade and increase Your Feature Quota(s) to meet Your actual usage, or (ii) decrease Your usage by, for example, deleting files, then Haystack may, at its sole discretion and without further notice, block Your access to the Service, curtail and restrict the Service, terminate Your account, or delete some or all of Your files, account information, settings or any other data from its systems, so as to reduce Your usage according to Your then-current Feature Quota(s).

X. Inactive Free Accounts

If You have chosen a plan with no charge (“Free Account”) and if Your Free Account has been inactive for at least one-hundred and twenty (120) days, Haystack will send You a notice. Fifteen (15) days after such notice, Haystack may suspend Your Free Account or delete all of Your Content related to Your Free Account, and we may terminate these Terms.

XI. Term and termination

A. The term of these Terms commences when you download or begin using the Service and continue in effect until terminated by you or Haystack.

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:

  • We have a reason to believe that You are in breach of these Terms or any applicable laws, of if Your account has been used in such a manner.
  • Your use of the Service may subject us, our affiliates, or any third party to liability.
    You are more than ten (10) days late on any payment due to us.
  • In order to comply with any laws or the court order of a competent judicial body.

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

A. Upon any termination of these Terms:

  • All rights granted to You under these Terms immediately terminate.
  • You remain responsible and liable for all fees and charges You have incurred up to the date of termination;
  • You agree to (i) stop all use of the Service, (ii) erase and delete any copies of the Service or portions thereof that You have downloaded, and (iii) not access Haystack’s systems or the Service by any means, including via the user account of a third party.
  • Sections II.B through II.E, and III through XIV of these Terms survive any 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:

  • Remove or refuse to transmit any of Your Content for any or no reason in our sole discretion.
  • Take any action with respect to any Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for Haystack.
  • Disclose Your identity or other information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service.
  • Suspend Your access to all or part of the Service for any violation of these Terms, if you are more than ten (10) days late on any payment. Our right to suspend Your access to the Service is in addition to our right to terminate these Terms.

C. If we suspend Your access to all or part of the Service:

  • You remain responsible and liable for all fees and charges which have incurred up to the date of suspension; and
  • You remain responsible and liable for all fees and charges for any portion of the Service to which You continue to have access.

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.

XIV. Miscellaneous

A. Links to other websites

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.

C. Severability

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

These Terms, the Privacy Policy, and all associated documentation to which they refer constitute the entire and exclusive agreement between You and Haystack with respect to the Service, and supersede and replace any prior representations, understandings, contract or oral or written statements regarding Your use of the Service or the subject matter of these Terms.

E. Notices

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.

H. Waiver

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.

I. Assignment

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.

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