This Software Subscription Agreement (“SSA”) by and between Hatchpad, a limited company registered in England, having its principal place of business at 152 – 160 City Road, London, England, EC1V 2NX (“Hatchpad”), and the customer identified on a signed Order Form (“Customer”), governs the provision of any Subscriptions, Services, and other materials or information provided by Hatchpad to Customer. This SSA, Order Form(s), exhibits or statements of work(s) separately executed by the parties, and other documents expressly referenced herein or referencing this SSA are collectively referred to as the “Agreement.” Unless specified to the contrary in an Order Form, this Agreement will be effective on the date of Customer’s signature on the Order Form (the “Effective Date”).
1.1 “Hatchpad Software” shall mean, collectively or individually, the software created/ designed by Hatchpad identified in Exhibit A, attached to this Agreement that is provided to the Customer(s) on a subscription basis for the Purpose, including the Updates (defined below).
1.2 “Updates” shall mean enhancements, bug fixes, updates and new versions made to the Hatchpad Software by Hatchpad and provided to the Customer by Hatchpad.
1.3 “Upgrades” shall mean replacement of the Hatchpad Software with a newer or better version in order to bring the system up to date or improve the characteristics of the Hatchpad Software.
1.5 “Pricing Page” means the publicly available web page(s) where Rendered Text publishes its list prices for Services, currently available at https://www.hatchpad.co.uk/pricing.
1.6 “Privacy Laws” means all laws and regulations regarding data privacy and transmission of personal data that apply to our provision of the Services to you.
1.9 “Support” means the free, community-based online help forums sponsored by us and fee-based individualized help with the Services that may be available to you by email, meetings or other communication modes available now or on the future, at Hatchpad’s sole option
2. Intellectual property rights.
2.1 Ownership. Hatchpad retains all right, title and interest in and to and ownership of Hatchpad Software, to all Updates and all modifications and the intellectual property rights thereto. Hatchpad does not transfer either the title or the intellectual property rights of the Hatchpad Software and its subscription services to the Customer(s).
2.2 Preservation of Hatchpad’s Notices. The Customer agrees not to (and not to allow others to) remove, alter, cover over or deface Hatchpad’s proprietary notices which appear in or in connection with the service as provided by Hatchpad to the Customer under this Agreement. Additionally, Hatchpad may include Customer’s name and/or logo within its list of customers for general promotional purposes.
2.3 Subscription to the Customers. Subject to all limitations and restrictions contained herein, Hatchpad grants to the Customer a subscription to the service as provided by Hatchpad and a non-exclusive, revocable, limited, and non-transferable right to access and the Hatchpad Software, as hosted by Hatchpad (“Use”). Customer shall have a limited right and license to Use the service as provided by Hatchpad solely for its internal purposes, to perform the functions described under Exhibit A, attached hereto, for the Purpose. Customer shall not allow any website that is not fully owned by Customer to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Hatchpad Software. Unless otherwise expressly permitted in this Agreement under Exhibit A, attached hereto, Customer shall not permit any subsidiaries, affiliated companies, or third parties to access the Hatchpad Software without consent from Hatchpad. Customer shall be provided with log-in credentials to the Hatchpad Software by the Hatchpad representative and the Customer shall use the same to create an account (“Customer Account”). The Customer Account shall be the interface between the Hatchpad Software and the Customer and will enable the Customer to view pricing details of the subscription and other features pertaining to the Hatchpad Software.
2.4 Free Trial. Hatchpad may offer at its discretion, a free trial of the Hatchpad Software for a specified time period. During such trial period, Customer shall be bound by the terms of this Agreement and any applicable law, regulation and generally accepted practices or guidelines in the relevant jurisdictions. Any data which Customer enters into the Hatchpad Software, and any customizations made to the Hatchpad Software by or for Customer, during Customer’s free trial will be permanently lost at the expiry of the specified time period unless the Customer Upgrades his/her/its subscription to one of the paid subscription plans. Hatchpad does not provide any warranty during the trial period.
2.5 Customization to the Hatchpad Software. Hatchpad has the sole right to modify any feature or customize them at its discretion and there shall be no obligation to honor customization requests of the Customer. The subscription fee hence charged is exclusive of any customization costs.
2.6 Functionality Changes. Hatchpad at its discretion reserves the right to add new functionality, remove existing functionality, and modify existing functionality to the Hatchpad Software as and when it deems fit, and make any such changes available in newer versions of the Hatchpad Software or native mobile application or all of these at its discretion. The Customer will be duly notified upon release of such newer versions and Hatchpad reserves the right to automatically Upgrade all its users, including the Customer, to the latest version of the Hatchpad Software as and when Hatchpad deems fit. The new features may not be given to older plans and may be reserved only for newer plans or provided at additional charge. Customer hereby agrees and acknowledges that Hatchpad reserves the right to extend or withdraw one of the functionalities on Hatchpad Software called ‘ABS’ (also known as Instant) provided to Customer at Hatchpad’s sole discretion, based on the number of appointments being honored by Customer. The extension or withdrawal of such facility shall be intimated to the Customer by Hatchpad. Hatchpad, at its sole discretion, reserves the right to extend the “Share” functionality to the Customer at the Customer’s request.
2.7 Customer and other Information. Any communication sent by or through Hatchpad or the Hatchpad Software to the clients or customers of the Customer(s) is based solely on information uploaded by Customer on the Hatchpad Software. The accuracy and completeness of such information (including but not limited to contact details of the client or customer) is the sole responsibility of the Customer. Hatchpad will not be responsible for the incompleteness or inaccuracy of such information, including without limitation, if as a result of such inaccuracy, a communication is sent to an unintended recipient. Hatchpad Software might also contain other features which provides information including any content/ articles related to any medical references and recommendations and the Customer agrees and acknowledges that Hatchpad will not be responsible for the inaccuracy of such information.
2.8 Additional Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Hatchpad Software or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Hatchpad Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Hatchpad Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls Hatchpad Software’s operation and creating the original source code or any approximation thereof by, for example, studying Hatchpad Software’s behavior in response to a variety of inputs; (iv) performing any other activity related to the Hatchpad Software that could be construed to be reverse engineering, disassembling, or decompiling.
2.9 Authorized Users. Unless otherwise specifically provided in the Agreement, “Authorized Users” will only consist of: (i) employees of Customer, and (ii) subject to Section 5 (“Confidentiality”), third party contractors of Customer who do not compete with Hatchpad (“Permitted Contractors”). Permitted Contractors may Use the Hatchpad Software only at Customer’s place of business or in the presence of Customer personnel. Customer is fully liable for the acts and omissions of Permitted Contractors under this Agreement.
2.10 Feedback. Customer acknowledges that the Hatchpad Software shall include the ability for users of the Customer’s service (“End-Users”) to provide Feedback on such service.
Customer acknowledges that Hatchpad shall be entitled to, in its sole discretion, to publish or not publish such Feedback or to retain or not retain such Feedback and to moderate such Feedback, as required. “Feedback” for the purposes of this Agreement shall mean feedback, ratings and review provided by End-Users to the Customer’s service made available by Hatchpad on the Hatchpad Software. Any communication sent by the Customer to its clients or customers (whether or not End-Users) based on information collected by the Customers of its clients or customers will be sole responsibility of the Customer. The Customer must ensure accuracy of such communication sent, and must ensure that it is sent to the intended recipient.
3. Payments and Refunds.
3.1 The fees, if any, that you are required to pay to use the Service, and the corresponding usage limitations (the “Quota”) that will be made available to you.
3.2 You can pay the fees through bank card.
3.3 Each Subscription shall commence on the day purchased and shall continue, unless terminated, on a monthly or annual basis (the “Subscription Term”). Notwithstanding termination of a Subscription, you shall continue to be bound by this Agreement as to all terms that apply to Users, in general.
3.4 You may also elect, either at the time of initial registration or at any later date, to pay for a subscription (each, a “Paid Subscription”) that will afford you Services in addition to the Basic Services, each purchaser of a Subscription is a “Paid Subscriber.”.
3.5 Registration as a Paid Subscriber shall include providing a valid credit card which we will charge the “Subscription Fee” on a recurring basis in accordance with the Subscription Plan chosen by you.
3.6 Unless otherwise agreed by Hatchpad and you. Fees are exclusive of taxes or other charges. All fees are exclusive of, and you will be responsible for payment of, taxes, levies, duties or similar local, state, provincial, federal or foreign jurisdiction governmental assessments on the Services.
3.7 Hatchpad reserves the right to suspend or terminate your use of the Service (and access to your Content) if you fail to pay any fees due in connection with your use of the Service. Any outstanding fees are immediately due and payable upon termination of your use of the Service for any reason.
3.8 Refunds. In the event that you choose to cancel the subscription, Hatchpad shall not provide refunds. But certain refund requests for Subscriptions may be considered by Hatchpad on a case-by-case basis and granted in sole discretion of Hatchpad.
4. 15. Privacy, Security and Confidentiality.
4.2 Confidential Information. The parties to this Agreement undertake to retain in confidence all information disclosed to the other party in relation to this Agreement that the disclosing party has designated as being confidential in writing or if disclosed orally, or if, designated as confidential at the time of such disclosure and reduced to writing conspicuously marked as confidential and sent to such other party within thirty (30) business days thereof (“Confidential Information”). The terms and conditions of this Agreement including its Exhibits shall be considered Confidential Information.
4.3 Exclusions. “Confidential Information” will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (b) the receiving party can demonstrate to have had rightfully in its possession and without restriction, prior to disclosure hereunder; (c) is independently developed by the receiving party without use of the disclosing part’s Confidential Information, as can be shown by tile written records of the receiving party; (d) is lawfully obtained from a third party who has the right to make such disclosure; or (e) is released for publication by the disclosing party in writing. A receiving party also may disclose disclosing party’s Confidential Information to the extent required by a court or other governmental authority, provided that the receiving party promptly notifies the disclosing party of the disclosure requirement and cooperates with the disclosing party (at the latter’s expense and at its request) to resist or limit the disclosure.
4.4 Protection of Confidential Information. Each party agrees to protect the other party’s Confidential Information to the same extent that it protects its own confidential information of a similar nature and shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information to third parties. A party may disclose other party’s Confidential Information to its directors, officers, employees and third party contractor(s) (“Representatives”) on a need to know basis and to the extent necessary for the purpose of this Agreement. If a party provides Confidential Information of the other party to its Representatives, then it will ensure that such Representatives have entered into a written confidentiality agreement with the part providing such information to the Representatives protecting such Confidential Information from unauthorized disclosure or improper use. Obligations of confidentiality under this Agreement shall survive the termination or expiration of the Agreement for a period of three (3) years; save for Confidential Information constituting trade secrets, in which event the obligations shall subsist indefinitely.
5. Representations and Warranties.
5.1 By the Customer. The Customer represents and warrants that the (a) Customer is 16 years of age or older and has the right, authority and capacity under the applicable law to use the Hatchpad Software and enter into this Agreement; (b) Customer will not transfer (including by way of sublicense, lease, assignment or other transfer, including by operation of law) their login and Account details or right to use the Hatchpad Software to any third party; (c) information given to Hatchpad or uploaded on the Hatchpad Software by the Customer will always be true, accurate, correct, complete and up to date, to the best of the Customer’s knowledge and that the Customer is the owner of the data disclosed and Customer has the necessary rights (under applicable laws) from the end-user to upload such information on the Hatchpad Software, including but not limited to end-user personal data (“User Content”), and that such right from the end-user shall include an explicit right for Hatchpad to reflect and map the User Content with an account of such user as may be created by such user through the Hatchpad website and for Hatchpad to further store and use the User Content for the purposes of Hatchpad’s business and for providing such other services in England and outside England, as may be applicable ; (d) Customer will not use the Hatchpad Software for any unauthorized and unlawful purpose; (e) Customer will not engage in any activity that interferes with or disrupts the Hatchpad Software or the servers and networks which are connected to the Hatchpad Software; (f) Customer will not reproduce, duplicate, copy, transfer, license, rent, sell, trade or resell the Hatchpad Software for any purpose whatsoever; (g) comply with all laws, regulations, and ordinances applicable to the Customer and its business and relating to the use of the Hatchpad Software under this Agreement; and (h) Customer will be subscribing to the Hatchpad Software only for the Purpose.
5.2 By Hatchpad. The service provided by Hatchpad is provided on an “as is”, “as available” basis and Hatchpad makes no express or implied representations or warranties about its subscription services and/ or the Hatchpad Software or of merchantability or fitness for a particular purpose or use or non-infringement. Hatchpad does not authorize anyone to make a warranty on Hatchpad’s behalf and You may not rely on any statement of warranty as a warranty by Hatchpad.
6.1 Hatchpad Indemnity. Hatchpad shall indemnify, hold harmless and, defend the Customer from and against any and all final court awarded damages that are attributable to claim by a third party indicating that the Hatchpad Software infringes such third party intellectual property rights; provided that: (a) the Customer gives Hatchpad prompt notice in writing of any such suit and permits Hatchpad, through counsel of its choice, to answer the charge of infringement and defend such claim or suit; (b) the Customer provides information, assistance and authority to enable Hatchpad to defend such suit; and (c) Hatchpad shall not be responsible for any settlement made by the Customer without Hatchpad’s prior written permission provided, however that such permission shall not be unreasonably withheld.
6.2 Duty to correct. Should the Hatchpad Software become the subject of a claim of infringement of a third party intellectual property right, Hatchpad shall, at Hatchpad’s expense: (a) procure for the Customer the right to use the Hatchpad Software in question; or (b) replace or modify the Hatchpad Software to make it non-infringing, provided that substantially the same function is performed by the replacement or modified Hatchpad Software; or (c) if the right to use cannot be procured or the Hatchpad Software cannot be replaced or modified, Hatchpad shall accept the return of the Hatchpad Software and reimburse the Customer for any payments made in advance for the un-used term of the Agreement. The Customer’s sole and exclusive remedy is as stated herein and to cease use of the Hatchpad Software.
6.3 Exclusions. Hatchpad shall have no liability set forth in Section 7.1 above: (a) for any claim or suit, where such claim or suit would have been avoided but for the effect on the Hatchpad Software caused by other software or hardware included in the service by the Customer; (b) for infringement of any intellectual property or proprietary rights arising in whole or in part from changes made to any Hatchpad Software by any party other than Hatchpad; and (c) where the allegedly infringing activity continues after the Customer has been notified thereof or has been informed of modifications that would have avoided the alleged infringement by Hatchpad.
6.4 Customer Indemnity. The Customer will defend, indemnify, and hold harmless Hatchpad, its corporate affiliates, or any of its or their respective directors, officers, owners, employees, agents, successors, and permitted assigns from and against any and all third-party claims, suits, proceedings, costs, and expenses (including, without limitation, attorneys’ fees) arising from or related to the Customer’s (a) breach of the confidentiality obligations, breach of intellectual property provisions and breach of representation and warranties provisions herein; (b) violation of any applicable law; and (c) willful misconduct and gross negligence.
7. Limitation of Liability. IN NO EVENT SHALL HATCHPAD BE LIABLE TO THE CUSTOMER FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, NEGLIGENCE AND (B) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF HATCHPAD, FOR ALL CLAIMS ARISING OUT OF OR UNDER THIS AGREEMENT, EXCEED THE AMOUNT THAT THE CUSTOMER HAS PAID OR WILL PAY TO HATCHPAD FOR THE SERVICE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE MOST RECENT CLAIM.
8. Term and Termination.
8.1 Term. This Agreement will remain in full force and effect for a period of one (1) year unless terminated by the parties in accordance with the provisions mentioned hereunder. This Agreement shall automatically renew for one (1) year periods unless a party expresses his/her/its intention to terminate the agreement by providing sixty (60) days’ notice to the other party prior to the then expiry of the Agreement term.
8.2 Termination for Convenience. Hatchpad shall have a right to terminate this Agreement for convenience by providing thirty (30) days’ prior written notice to the Customer. The Customer can request for termination of his/her/its subscription of the Hatchpad Software any time by providing seven (7) days’ prior notice. During this seven (7) days period, Hatchpad will investigate and ascertain the fulfilment of any ongoing subscription services or pending dues related to subscription fees or any other fees by the Customer.
8.3 Termination for Cause. Each party reserves the right to terminate this Agreement if the other party breaches a material obligation under this Agreement and such breach remains uncured for a period of thirty (30) days from the date of notification of the non-breaching party.
8.4 Effect of termination. On termination of this Agreement due to the reasons mentioned in the above sections, Hatchpad reserves the right to immediately terminate the subscription of the Hatchpad Software to the Customer. Nothing contained in this Agreement shall restrict Hatchpad’s use of the data or right to publish information made available by the Customer in the public domain through the subscription services or any other platform managed by Hatchpad after the termination or expiry of this Agreement. After a 30 (thirty) day period from the date of termination of the Agreement, Hatchpad shall have no obligation to maintain or provide any Customer data and shall thereafter, unless legally prohibited, delete all Customer’s data in its systems or otherwise in its possession or under its control. In cases where the Customer terminates the subscription voluntarily, it will be the sole responsibility of the Customer to make a copy of their data before terminating the subscription. End-Users data will not be available after termination of subscription in such cases.
8.5 Termination of Free Accounts for Non-Use. In the case of a free trial or our otherwise providing the Services at no cost to you, we shall have, upon your or any of your Users failing to use the Services for more than three (3) consecutive months, the right, in our sole discretion, to (i) terminate all of your Accounts and your User Accounts and terminate your and all your Users’ access to and use of the Services; and (ii) permanently delete all of Your Data from the Services without notice.
9.1 Assignment. The Customer may not assign this Agreement or any rights herein without the prior, written consent of Hatchpad.
9.2 Waiver. Failure or delay on the part of a party to exercise any right, power, privilege or remedy hereunder shall not constitute a waiver thereof. A waiver of default shall not operate as a waiver of any other default or of the same type of default on future occasions.
9.3 Availability & Support. We shall (i) make the Services available to you and your Users pursuant to this Agreement and the applicable Order; (ii) provide community-based support for the Services to you and your Users via our email, and/or upgraded support if purchased by you as described in the applicable Order (“Support”); and (iii) use commercially reasonable efforts to make the Services available 24 hours per day, 7 days per week, except for: (x) planned downtime (of which we shall give at least (7) days electronic announcement, and (y) any unavailability caused by any Force Majeure event, any Internet service provider failure or delay, or any denial of service attack, for which we may or may not provide notice.
We shall provide technical support during the working hours (10AM – 5PM).
9.3 Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing via English mail; (iii) the second business day after sending by confirmed facsimile; or (v) the first business day after sending by email. Billing-related notices to you shall be addressed to the relevant billing contact designated by you on the applicable Order. All other notices to you shall be addressed to the relevant contact designated by you on the applicable Order. All notices to us shall be sent to us to our contact at the address set forth on the applicable Order.
9.4 Severability. If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and the parties further agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.
9.5 Independent Parties. The parties acknowledge that neither party is an agent or employee of the other party, and that neither party has any authority to bind the other party to any agreement or obligation.
9.6 Governing Law. Subject to the provision on arbitration below, this Agreement and any contractual obligation between Hatchpad and the Customer will be governed by the laws of England. Any dispute, claim or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this Agreement to arbitrate shall be determined by arbitration in England, before a sole arbitrator appointed by Hatchpad.
9.7 Headings. Paragraph headings have been included in this Agreement merely for convenience of reference. They shall not be considered part of, or be used in interpreting, this Agreement.
9.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.
9.9 Force Majeure. Except for the payment obligations hereunder, if either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond its reasonable control, e.g., war, riots, labor unrest, fire, earthquake, flood, hurricane, other natural disasters and acts of God, Internet service failures or delays, and denial of service attacks (collectively, “Force Majeure”), the affected Party’s performance shall be excused for the resulting period of delay or inability to perform. The affected Party must, however, (a) give the other Party prompt written notice of the nature and expected duration of such Force Majeure, (b) use commercially reasonable efforts to mitigate the period of delay or inability to perform, (c) periodically notify the other Party of significant changes in the status of the Force Majeure, and (d) notify the other Party promptly when the Force Majeure ends.
9.10 Anti-Corruption. You acknowledge that you have not received or been offered any illegal or otherwise improper bribe, kickback, payment, gift or other thing of value by any of our employees, representatives or agents in connection with this Agreement. You shall use reasonable efforts to promptly notify us if you become aware of any circumstances that are contrary to this acknowledgment.
9.11 Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, 8 and 9 shall survive expiration or termination of this Agreement for any reason.
9.14 In the event of any conflict between the terms of this Agreement and the terms available on our website, the terms of this Agreement shall supersede to the extent of such conflicting terms.
Functionality: Hatchpad Software functionality includes but not limited to:
1. Hatchpad plugin, including and not limited to the tools to manage the rental of your properties.
2. Recommendation system, including and not limited to ability to recommend properties to the end-user.
3. Referral rewards system.
4. Communication center, including and not limited to the ability to communicate with the end-user.
The above mentioned features are the main features of the Hatchpad Software and is not meant to be exhaustive. Some of these features may be available only in certain version and in certain plan of the Hatchpad Software which the Customer intends to purchase.
© Copyright 2020 Hatchpad Ltd. All rights reserved. Various trademarks held by their respective owners.