TERMS OF SERVICE
These Terms of Service (this “Agreement”) is a contract between you (“you”) and Kloudkode, LLC. Aka DecisionHawk, a Nevada corporation (“DecisionHawk”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.DecisionHawk.io (/) (the “Site”) and related software and services (collectively, the “DecisionHawk Platform”). DecisionHawk may amend this Agreement at any time with thirty (30) days written notice to you. Your continued use of the DecisionHawk Platform after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
YOU UNDERSTAND THAT BY CHECKING THE BOX AND CLICKING THE “SUBMIT” BUTTON, OR BY USING THE DECISIONHAWK PLATFORM, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE DECISIONHAWK PLATFORM. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY1. THE DECISIONHAWK PLATFORM.
1.1 Purpose of the DecisionHawk Platform.
The DecisionHawk Platform has been created to offer a number of web-based services to users requesting services to be performed (each, and you in such capacity, a “Client”, and such services, the “Services”) and individuals having obtained the conditions required by the site (each, and you in such capacity, a “Contractor”). Under this Agreement, DecisionHawk provides services to you in your capacity as either a Client or Contractor. For clarity, the term “you”, as used in this Agreement, may mean “Client” and/or “Contractor”. Our services include curating Clients and Contractors, facilitating the formation of contracts between Clients and Contractors and managing disputes related to those contracts. Clients post jobs and invite Contractors to apply. Contractors, in turn, post profiles and bid on jobs. If a Client and Contractor agree on terms, a contract is formed directly between such Client and Contractor subject to the provisions set forth in the Service Contract Policy (each such contract, a “Service Contract”). DecisionHawk collects payment from Clients in connection with their acceptance of a Contractor bid through the DecisionHawk platform. DecisionHawk then pays Contractors on behalf of Clients in connection with their delivery of services through the DecisionHawk Platform once the Work Product (as defined below) is accepted by Client.
The DecisionHawk platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. You represent, warrant and covenant that you are not
- (a) a citizen or resident of a country in which use or participation in the DecisionHawk Platform is prohibited by law, decree, regulation, treaty or administrative act;
- (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or
- (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerceʼs Denied Persons or Entity List, the U.S. Department of Treasuryʼs Specially Designated Nationals or Blocked Persons Lists, or the Department of Stateʼs Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
2. DECISIONHAWK GENERAL POLICIES.
2.1 User Content Transmitted Through the DecisionHawk Platform.
(b) You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the DecisionHawk Platform provided by you to DecisionHawk are non-confidential and DecisionHawk is entitled to their unrestricted use and dissemination for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
(c) You acknowledge and agree that DecisionHawk may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
- (i) comply with legal process, applicable laws or government requests;
- (ii) enforce this Agreement;
- ( iii) respond to claims that any content violates the rights of third parties; or
- (iv) protect the rights, property, or personal safety of DecisionHawk, its users and the public. You understand that the technical processing and transmission of the DecisionHawk Platform, including your content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
(d) While DecisionHawk takes security and privacy very seriously, DecisionHawk is not a HIPAA Business Associate and the DecisionHawk Platform is not HIPAA-compliant and should not be used to store any protected health information (“PHI”). You agree that you will not upload or store any documents containing PHI. To do so would be a violation of this Agreement.
You acknowledge and agree that a substantial portion of the compensation DecisionHawk receives for making the Site available to you is collected as a deduction from the Contractor Fee (as defined below). Therefore, for twenty four (24) months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request work and make and receive all payments for work, directly or indirectly, with that party or arising out of your relationship with that party.
(a) Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all User Content. DecisionHawk reserves the right to investigate and take appropriate legal action against anyone who, in DecisionHawk’s sole discretion, violates this provision. The following are examples of the kind of User Content and/or use that is illegal or prohibited by DecisionHawk; you will not use the DecisionHawk Platform to:
- (i) transmit any User Content that
- (A) infringes any intellectual property or other proprietary or privacy rights of any party;
- (B) you do not have a right to transmit under any law or under contractual or fiduciary relationships;
- (C) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws;
- (D) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- (E) poses or creates a privacy or security risk to any person;
- (F) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,“ “spam,“ “chain letters,“ “pyramid schemes,“ “contests,“ “sweepstakes,“ or any other form of solicitation;
- (G) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable;
- (H) that constitutes PHI that is subject to HIPAA; or
- (I) in the sole judgment of DecisionHawk, is objectionable or which restricts or inhibits any other person from using or enjoying the DecisionHawk Platform, or which may expose DecisionHawk or its users to any harm or liability of any type;
- interfere with or disrupt the DecisionHawk Platform or servers or networks connected to the DecisionHawk Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the DecisionHawk Platform;
- iii) violate any applicable local, state, national or international law, or any regulations having the force of law;
- (iv) disclose information that constitutes material, non-public information about any third party, information that you have a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which you have consulted) and not owned solely by you;
- (v) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- (vi) solicit personal information from anyone under the age of 18;
- (vii) harvest or collect email addresses or other contact information of other users from the DecisionHawk Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- (viii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- (ix) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
- (x) disclose to any third party or use for any purpose other than the purpose for which it was made available any information of DecisionHawk marked as “confidential” or “proprietary”, including without limitation the “Toolkit”;
- (xi) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the DecisionHawk Platform.
(b) No Reverse Engineering. The technology and software underlying the DecisionHawk Platform or distributed in connection therewith is the property of DecisionHawk, our affiliates and our partners (the “Software”). You will not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by DecisionHawk.
(c) Enforcement of Agreement and Policies. DecisionHawk has the right, but not the obligation, to monitor your use of the DecisionHawk Platform, any User Content that you transmit and the Services performed by the Contractor to determine your compliance with the terms and conditions of this Agreement and to suspend or cancel your access to the DecisionHawk Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting DecisionHawkʼs other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the DecisionHawk Platform to you if
- (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site;
- (b) we are unable to verify or authenticate any information you provide to us; or
- (c) we believe that your actions may cause legal liability for you, our other users or for DecisionHawk. Once suspended or terminated, you MAY NOT continue to use the DecisionHawk Platform under a different account or reregister under a new account. If you attempt to use the DecisionHawk Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the DecisionHawk Platform, including data, messages, files and other material you keep on DecisionHawk.
- (d) Prior Agreements. With respect to any Service Contract, Contractor hereby covenants that, except as Contractor fully discloses previously in writing to the applicable Client, Contractor is not bound by the terms of any agreement with any other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Contractorʼs engagement by the applicable Client or to refrain from competing, directly or indirectly, with the business of such other party. Contractor further covenants that Contractorʼs performance of all the terms of any Service Contract will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Contractor in confidence or in trust prior to Contractorʼs engagement with the applicable Client. Contractor will not disclose to any Client or induce any Client to use any confidential or proprietary information or material belonging to others.
3. PAYMENT TERMS, INVOICES AND PAYMENT METHODS.
3.1 DecisionHawk Fees.
DecisionHawk charges both Contractors and Clients a fee for the services of connecting the two parties and for collecting the fixed fee agreed between a Client and a Contractor for work prior to the commencement of a Services Contract (“Contractor Fee”). When a Client releases escrow funds to a Contractor, DecisionHawk credits the Contractor account and then deducts a service fee that DecisionHawk earns for creating, hosting, maintaining and providing the Site as further described by the Fee Policy (such fee, the “Service Fee”). All DecisionHawk Fees are non-refundable, whether or not Service Contracts were satisfactorily completed.
3.2 Disbursements to Contractors.
DecisionHawk will automatically disburse funds to Contractors according to the payment instructions on file with DecisionHawk within one (1) month after funds become payable. Funds become payable to Contractors after Clients accept work submitted by a Contractor. Contractors may ask DecisionHawk to expedite payments. DecisionHawk reserves the right to refuse any such request and may assess a processing fee in connection with such a request.
If Client fails to pay amounts due under this Agreement, whether by cancelling Clientʼs credit card, initiating an improper chargeback or any other means, ClientʼsDecisionHawk account will be suspended, no additional payments will be processed, and any work-inprogress will be stopped. Without limiting other available remedies, Client must reimburse DecisionHawk for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneysʼ fees and other costs of collection as allowed by law. In its discretion, DecisionHawk may setoff amounts due against unts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
3.4 Hold on Funds.
In cases of fraud, abuse or violation of this Agreement, all monies due to Contractor may be held and/or reclaimed, not just those from the Service Contract(s) under investigation.
Client will make all payments relating to, or in any way connected with, a Service Contract through the DecisionHawk Platform. Any action that encourages or solicits complete or partial payment outside of the DecisionHawk Platform is a violation of this Agreement. Should a Client be found in violation of this Section 3.5, it will owe DecisionHawk an amount with respect to each Service Contract equal to the greater of (a) US$2,500; or (b) the applicable fees had the payments been processed through the DecisionHawk Platform, plus 18%.
For clarity, you are agreeing to not circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
- (a) Submit proposals to, solicit, contract, hire, manage or pay any parties identified through the Site other than through DecisionHawk Platform.
- (b) Accept proposals from, contact, deliver services to, invoice or receive payments from parties identified through the Site other than through the DecisionHawk Platform.
- (c) Invoice or report on the Site an invoice or payment amount lower than that actually agreed between Client and Contractor through the DecisionHawk Platform.
YOU WILL NOTIFY DECISIONHAWK IMMEDIATELY IF ANOTHER PERSON IMPROPERLY CONTACTS YOU OR SUGGESTS MAKING OR RECEIVING PAYMENTS OUTSIDE OF THE SITE.
If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to DecisionHawk by sending an email message to: info@DecisionHawk.io (mailto:info@DecisionHawk.io).
3.6 Tax Reporting.
DecisionHawk is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, DecisionHawk will provide a 1099-K form to the Internal Revenue Service for any Contractor based in the United States who is paid over $20,000 through the DecisionHawk Platform and participates in many Service Contracts in a single calendar year.
- Except as provided for above, DecisionHawk will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Contractor Fees and Contractor will be solely responsible for: (a) determining whether Contractor is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Contractor Fees, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. DecisionHawk will have the right, but not the obligation, to audit and monitor Contractorʼs compliance with applicable tax laws as required by this Section 3.6. Further, in the event of an audit of DecisionHawk, Contractor agrees to promptly cooperate with DecisionHawk and provide copies of Contractorʼs tax returns, and other documents as may be reasonably requested for purposes of such audit.
3.7 Payment Methods.
Client hereby authorizes DecisionHawk to run, or have run, credit card authorizations on all credit cards provided by Client, to store credit card details as Clientʼs method of payment for Services, and to charge Clientʼs credit card (or any other form of payment authorized by DecisionHawk or mutually agreed to between Client and DecisionHawk).
4. SERVICE CONTRACT TERMS BETWEEN CLIENT AND CONTRACTOR.
- Unless otherwise agreed to in a writing signed by both Client and Contractor, the terms and conditions of the Service Contract are as set forth in the Service Contract Policy. Client and Contractor may not agree to any other terms and conditions that affect the rights or responsibilities of DecisionHawk as described herein and therein. This Agreement anticipates that Contractors will be classified as independent contractors of Client and you agree
- (a) that Client does not in any way supervise, direct, or control Contractorʼs work,
- (b) that Client does not, in any way, supervise, direct, or control Contractorʼs work hours and location of work, and
- (c) Client does not provide Contractor with training or equipment needed for any Contract. Notwithstanding anything to the contrary in this Agreement, Client assumes all liability for proper classification of Contractors as independent contractors or employees based on applicable legal guidelines.
5. YOUR ACKNOWLEDGMENT OF DECISIONHAWK’S ROLE.
5.1 Service Contracts.
You expressly acknowledge, agree and understand that:
- (i) the DecisionHawk Platform is merely a venue where users may act as either Clients or Contractors;
- (ii) DecisionHawk is not a party to any Service Contracts between Clients and Contractors;
- (iii) you recognize, acknowledge and agree that you are not an employee of DecisionHawk and that DecisionHawk does not, in any way, supervise, direct, or control your work or Services;
- (iv) DecisionHawk will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other users;
- (v) DecisionHawk has no control over Contractors or over the Services promised or rendered by Contractors; and,
- (vi) DecisionHawk makes no representations as to the reliability, capability, or qualifications of any Contractor or the quality, security or legality of any Services, and DecisionHawk disclaims any and all liability relating thereto.
- DecisionHawk does not introduce Contractors to Clients or help Contractors find their work, however, DecisionHawk does provide search tools and automatic email notifications that may facilitate such introductions. DecisionHawk merely makes the DecisionHawk Platform available to enable Contractors to identify and determine the suitability of Clients for themselves, and to enable Clients to identify and determine the suitability of Contractors for themselves. DecisionHawk does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Services advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Contractors to deliver Services, the ability of Clients to pay for Services, or that a Client or Contractor can or will actually complete a transaction.
5.2 No Background Checks.
DecisionHawk is not required to and does not verify any information given to us by Contractors or Clients, nor does DecisionHawk perform background checks on Contractors or Clients. DecisionHawk may provide information about a Contractor or Client, such as a strength or risk score, geographical location or third party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Contractor or Client submits. DecisionHawk provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by DecisionHawk.
5.3 DecisionHawk’s Proprietary Rights.
DecisionHawk and its licensors reserve all rights, title, ownership and interest in and to copyrights, trademarks, service marks, trade names, trade secrets, patents and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected in and to the DecisionHawk Platform. You may not use the DecisionHawk Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. DecisionHawk reserves the right to withdraw, expand and otherwise change the DecisionHawk Platform at any time in DecisionHawkʼs sole discretion.
5.4 Third Party Websites.
The DecisionHawk Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. DecisionHawk has no control over such sites and resources and DecisionHawk is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that DecisionHawk will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the DecisionHawk Platform are between you and the third party, and you agree that DecisionHawk is not liable for any loss or claim that you may have against any such third party.
5.5 Social Networking Services
- In addition, DecisionHawk is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, DecisionHawk is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. DecisionHawk enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
5.6 DecisionHawk as a Limited Agent.
This Agreement and any registration for or use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and DecisionHawk, except and solely to the extent expressly stated in this Agreement. From time to time, a user may ask DecisionHawk to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable you to withdraw payments from your foreign bank account). You hereby appoints DecisionHawk as its agent for the limited purpose of executing documents that confirm your activities on the DecisionHawk Platform. DecisionHawk will act on your behalf and in a clerical capacity, without in any way restricting DecisionHawkʼs rights or expanding DecisionHawkʼs obligations under this Agreement or any Service Contract. You hereby appoint DecisionHawk as your agent to execute an Act of Acceptance or equivalent instrument on your behalf documenting payments made or to be made to Contractors or to DecisionHawk, if another user so requests.
6. WARRANTY DISCLAIMER.
- DECISIONHAWK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, SITE, DECISIONHAWK PLATFORM OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DECISIONHAWK DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 9.2 below (TERMINATION) STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST DECISIONHAWK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
7. LIMITATION OF LIABILITY.
- IN NO EVENT WILL DECISIONHAWK BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF DECISIONHAWK TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:
- (A) US$2,500; AND
- (B) ANY DECISIONHAWK FEES RETAINED BY DECISIONHAWK WITH RESPECT TO CONTRACTS ON WHICH YOU WERE INVOLVED AS CLIENT OR CONTRACTOR DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
- THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
- You will indemnify, defend and hold harmless DecisionHawk and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneysʼ fees and all related costs and expenses) arising from or relating to your use of the DecisionHawk Platform, any Services or any Service Contract entered into by you (including without limitation claims that Contractor was misclassified as an independent contractor or that DecisionHawk was an employer or joint employer of Contractor, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, workerʼs compensation benefits, unemployment benefits, or any other employee benefits), any User Content, your violation of these Terms of Service, your violation of any rights of another.
9 TERM AND TERMINATION.
The term of this Agreement commences on the date of acceptance of this Agreement and continues in effect until terminated in accordance with Section 9.2 below.
Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party (or by terminating or suspending your account), provided, that any such termination for convenience will not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement will continue to apply with respect to such Service Contracts.
9.3 Consequences of Termination.
Termination will not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, will be charged to Clientʼs credit card or other form of payment pursuant to Section 3.7 above (Payment Methods). DecisionHawk will pay Contractor, in accordance with the provisions of Section 3 above (Invoices and Payment Methods).
Sections 2, 3, 4, 5, 6, 7, 8, 9.4, 10, 11 and 12 of this Agreement will survive any termination thereof.
10.1 Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
10.2 Side Agreements.
Section 10.1 above notwithstanding, Clients and Contractors may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand DecisionHawkʼs obligations or restrict DecisionHawkʼs rights under this Agreement.
You will not violate any laws or third party rights on or related to the DecisionHawk Platform. Without limiting the generality of the foregoing, you agree to comply with all applicable import and export control laws and third partiesʼ Proprietary Rights. The Software and the transmission of applicable data, if any, is subject to United States export controls. No Software may be exported or re-exported in violation of U.S. export laws. Using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the DecisionHawk Platform, including as it concerns online conduct and acceptable content.
10.4 Notices; Consent to Electronic Notice.
You consent to the use of
(a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and
(b) electronic records to store information related to this Agreement or your use of the DecisionHawk Platform. Notices hereunder will be invalid unless made in writing and given
- (a) by DecisionHawk via email (in each case to the email address that you provide)
- (b) a posting on the DecisionHawk Site or
- (c) by you via email to support@DecisionHawk.com (mailto:info@DecisionHawk.com) or to such other addresses as DecisionHawk may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
No modification or amendment to this Agreement will be binding upon DecisionHawk unless in a written instrument signed by a duly authorized representative of DecisionHawk. For the purposes of this Section 10.5, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles.
10.6 No Waiver.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that partyʼs right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
You may not assign this Agreement, or any of its rights or obligations hereunder, without DecisionHawkʼs prior written consent in the form of a written instrument signed by a duly authorized representative of DecisionHawk (and, for the purposes of this Section 10.7, a written instrument will expressly exclude electronic communications such as email and electronic notices but will include facsimiles). DecisionHawk may freely assign this Agreement without your consent. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
10.9 Choice of Law.
This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement, including but not limited to a Service Contract, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
kloudkode, LLC aka DecisionHawk
1900 Campus Commons Drive, Suite 100
Reston, VA 20191
- In regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
10.10 Personal Jurisdiction and Venue.
You agree that any claim you may have against DecisionHawk must be resolved by the Virginia state courts of Fairfax County (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Virginia). You hereby irrevocably consent to the personal jurisdiction and venue of these courts.
10.11 Prevailing Language.
The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
11. YOUR PRIVACY.
12. NOTICE FOR CALIFORNIA USERS.
- Under California Civil Code Section 1789.3, users of the DecisionHawk Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at DecisionHawk.