HAT (Hub of All Things) Terms of Service

The HAT Terms of Service (the "Terms") are made between HAT Data Exchange Ltd, UK (the "HATDeX") and the user who uses the HAT and its services (collectively the "Services") as defined under Article 2 (the "User").

The agreement

The Terms cover your use and access to our Services. The Terms include the present agreement, the HAT Privacy Policy, explaining how we collect and use your information, and our Acceptable Use Policy, outlining your responsibilities when using our Services. By using our Services, you agree to be bound by these Terms. If you are using our Services on behalf of an organisation, you agree to these Terms on behalf of such organisation.

Definitions

  • "Acceptable Use Policy" means our Acceptable Use Policy available at http://www.hatdex.org/acceptable-use-policy/ applicable as of the date of your acceptance of the Terms.
  • "AWS" means Amazon Web Services.
  • "Business Services" means the HAT on Demand, the HAT-as-a-Service and the HAT Milliner Service.
  • "Customer" means an organisation to which HATDeX provides its Business Services.
  • "Date of Effective Termination of the Paid Services" means the date of expiration of the term, as defined in Article 8.5.a, during which a user exercises the right to give notice of non-renewal in accordance with Article 8.5.c.
  • "HAT Account" means your account on the HAT identified by a username and protected by a password.
  • "HAT-approved Application" means any third-party application offering additional services to HAT Users which is approved by HATDeX on the basis of its compliance with certain requirements determined by HATDeX.
  • "HAT-as-a-Service" or "HaaS" means the following: (i) providing the Customer with HATs Databases; (ii) hosting those HAT Databases on AWS; and (iii) allowing access to the HAT Database through an application developed by the Customer.
  • "HAT Database" or the "HAT" means the User's HubofAllThings database containing a data schema allowing for (i) the storage of data from any source without losing the structure specific to any such source, (ii) the combination of such data, and (iii) the provision of a structure for third-party access to such data upon authorisation of the User.
  • "HATDeX" means HAT Data Exchange Ltd, UK.
  • "HAT Milliner Service" means the following: (i) providing the Customer with HATs Databases; (ii) hosting those HAT Databases on a Customer's platform; (iii) allowing access to the HAT Databases through an application developed by the Customer.
  • "HAT on Demand Service" or "HoD" means the following: (i) providing the Customer with HATs Databases; (ii) hosting those HAT Databases on AWS; and (iii) allowing the Customer to provide its Users with access to the HAT Databases through Rumpel (as defined below).
  • "HAT Platform Provider" or "HPP" means the provider of the platform hosting the HAT Database. HAT Platform Providers are certified by HATDeX that they meet adequate privacy, security and confidentiality standards.
  • "HPP Third-party Services" means all third-party services necessary for HATDeX to operate as a HAT Platform Provider.
  • "Indemnitees" means, collectively, HATDeX, its affiliates, suppliers and distributors or any of their respective employees, agents, or suppliers.
  • "Paid Services" means the Services for which HATDeX requires a payment.
  • "Privacy Policy" means the HAT Privacy Policy available at http://www.hatdex.org/privacy-policy-hat/ applicable as of the date of your acceptance of the Terms.
  • "Rumpel" means the Rumpel HyperData Browser developed by HATDeX.
  • "Services" means the provision of the HAT Database and the provision of a platform to host the HAT Database.
  • "Software" means client software provided by HATDeX for the purpose of using its Services.
  • "Tax" means any tax on value added, goods, services, sales, use, property, excise and any other tax, import or export duty or levy imposed on or in connection with the provision or use of the Paid Services.
  • "Terms" means the present agreement, which incorporates our Privacy Policy and our Acceptable Use Policy.
  • "Test Services" means services that are still in the testing or evaluation phase, subject to the rules contained in Article 9.
  • "User" means a user of one or more of the Services.
  • "Your Things" means the data with which you fill your HAT Database, including, but not limited to, personal data, files, email messages, contacts, geolocation information.

PART I: RULES APPLICABLE TO ALL SERVICES

Scope

The rules contained in this part apply to the provision of any of the Services. Part II contains additional rules governing the relationship between HATDeX and its Users, when HATDeX operates as a HAT Platform Provider.

Age

Our Services are not intended for and may not be used by people under the age of 18. By using our Services and accepting these Terms, you declare that you are at least 18 years old.

Hatdex's obligations

HATDeX shall provide its Services to you in accordance with the Terms. HATDeX will comply with all the laws applicable to its provision of the Services.

Your obligations

  1. You agree to comply with all applicable laws, including the applicable data protection laws, and the Terms.
  2. You agree that you are responsible for your conduct on the HAT and for the content of the data that you upload, copy, download or share.
  3. You agree that HATDeX bears no responsibility for your conduct on the HAT and for the content of the data that you upload, copy, download or share.
  4. You ensure that all the information that you enter in your HAT account is accurate, current and complete.
  5. You agree not to share the password of your HAT Account with anyone.
  6. When you authorise third parties to access Your Things through application settings or data debits, you give HATDeX your permission to share Your Things with such third parties. You have the right to withdraw your authorisation to share any of Your Things with any third party at any time. When you do so, HATDeX will immediately stop any unauthorised sharing.
  7. You grant HATDeX the right to conduct any activity necessary for the maintenance and support of the HAT Database.
  8. You agree to cooperate with HATDeX, when it is necessary to investigate service outages or suspected breaches of the Terms or the applicable law.
  9. You agree that we may use your feedback or suggestions without any obligation to compensate you for them.
  10. Our Services may provide you with features including, but not limited to, data flattening, rearrangement, creation of photo thumbnails, document previews, email organisation, easy sorting, editing, sharing and searching. These features are native to your HAT and operate through the code embedded within it. You authorise the HAT to carry out all the operations necessary to provide you with these features. This does not authorise HATDeX to access or scan Your Things.
  11. Our Services provide you with aggregate information, including information on the total number of HATs in the network, the most popular data being shared, and the amount of data coming in and going out of your HAT. Such aggregate information enables others to build services on the HAT network and offer benefits for you to exchange your data. For the purposes of providing this information, you authorise HATDeX to log all the metadata generated by the data entering and leaving your HAT. The collection of such metadata enables HATDeX to identify the types of data coming in and leaving the HAT but does not allow it to identify you in any manner whatsoever.
  12. When you delete data from your HAT, the deletion takes place in a manner similar to emptying the recycle bin on a computer. However, you accept that removed content may persist in backup copies for a reasonable period of time. HATDeX bears no responsibility for the loss of data resulting from the deletion of content.
  13. When you allow for data contained in your HAT to be made public, you allow anyone, including people that are not HAT Users, to access and use such data and to associate it with your identifying information, i.e. your username and profile picture.
  14. You agree to notify HATDeX immediately of any unauthorised use of the Services and any other breach of security.
  15. If you use the HAT as a backup service for Your Things, you agree that you will maintain at least one additional current copy of Your Things on a platform other than the HAT. We bear no responsibility for the loss of Your Things under any circumstance.

Access and ownership of your things

  1. HATDeX does not access Your Things, unless required to do so in accordance with these Terms or applicable laws.
  2. When using any of our Services by uploading them on your HAT Database, you continue to own Your Things. Uploading Your Things on the HAT Database does not transfer the ownership of Your Things to HATDeX.
  3. Uploading Your Things on the HAT does not cause the transfer of any right on Your Things, with the following exceptions:

    1. the right to share Your Things when you choose to do so;
    2. the exercise of any right necessary to allow you to access your HAT;
    3. the exercise of any right on Your Things that is necessary for the maintenance and support of the HAT;

Creation and validation of your hat account

  1. In order to use our Services, you need to create a HAT Account.
  2. Within 30 days from creating your HAT account, you need to validate your HAT account.
  3. At the moment of validation, HATDeX may require you to pay for its Services and/or the purchase of additional services, such as increased storage space and other features, connected with your HAT Account (the services for which HATDeX requires a payment are collectively referred to as the "Paid Services").
  4. When HATDeX requires a payment for the provision of its Services, the following rules apply:

    1. The initial term for the provision of the Paid Services begins on the date that HATDeX makes such services available to you and continues for the period selected by the User at the moment of purchase. If you do not choose a period, the initial term will be 30 days. Regardless of whether you choose the duration of the term or not, the term will automatically renew upon expiration, unless you provide HATDeX with notice of non-renewal.
    2. Unless agreed otherwise, HATDeX will charge your payment instrument monthly beginning on the date HATDeX first provides the Paid Services to you. HATDeX has the right to suspend the provision of the Paid Services in case of rejection of the charges to your payment instrument.
    3. You can provide HATDeX with notice of non-renewal anytime through the procedure available in your HAT Account. After receiving your notice of non-renewal, HATDeX will continue to provide you with the Paid Services that you had purchased until the date of expiration of the term as defined in Article 8.5.a (the "Date of Effective Termination of the Paid Services"). HATDeX will suspend the provision of the Paid Services that you decided not to renew on the Date of Effective Termination of the Paid Services. When you provide HATDeX with notice of non-renewal, HATDeX will not charge to your payment instrument any amount in relation to the Paid Services due to events occurring on or after the Date of Effective Termination of the Paid Services. These Terms will continue to apply following your notice of non-renewal until the Date of Effective Termination of the Paid Services.
    4. Unless otherwise expressly stated in the Terms or the invoices for the Paid Services, all amounts due to HATDeX under this Article do not include any tax on value added, goods, services, sales, use, property, excise and any other tax, import or export duty or levy imposed on or in connection with the Paid Services (collectively, "Tax"). When required by the law to collect a Tax, HATDeX will include such Tax in your invoice and you must either pay such Tax or provide evidence of your exemption from the Tax.
    5. Any obligation to pay any Tax that you, as a User, may be required to pay under any applicable law shall be borne exclusively by you. You agree to cooperate with HATDeX by providing accurate and adequate information, as determined by HATDeX, to determine whether any Tax is due.
    6. All payments to HATDeX for the provision of the Paid Services shall be made without any withholding or deduction for any Tax, unless you are legally required to make a withholding or deduction.
    7. HATDeX has the right to change the fees for its Paid Services. However, HATDeX will notify you before making any changes to the fees.

Test services

  1. HATDeX occasionally releases services that are still in the testing or evaluation phase ( "Test Services"). Test Services are marked as 'beta', 'preview', 'early access', 'evaluation' or similar terms.
  2. You acknowledge that the Test Services may not be as reliable as other services or features provided by HATDeX and subject to these Terms.
  3. You acknowledge that your use of the Test Services may expose you to risks of operational failures.
  4. HATDeX may terminate the Test Services at any time, without any notice.
  5. You agree to provide prompt feedback regarding your experience with the Test Services in a form reasonably requested by HATDeX. You agree that HATDeX may use your feedback for any purpose, including product development purposes.
  6. You agree not to disclose any information regarding the Test Services to third parties and not to use such information for any purpose other than providing feedback to HATDeX.

Intellectual property rights

  1. When using our Services, you retain any right, title or interest in your trade secrets, inventions, trademarks, copyright and other intellectual property.
  2. The Services are protected by intellectual property rights in accordance with English and foreign laws. These Terms do not grant you any right, title or interest in any of our Services, in HATDeX's trademarks, logos and other intellectual property rights and in the content of other users of the Services.
  3. HATDeX respects intellectual property rights. To this end, HATDeX allows anyone to file notices of alleged copyright infringements in relation to the use of the Services. When HATDeX considers a copyright infringement claim to be founded, it reserves the right to delete or disable content alleged to be infringing and suspend or terminate the HAT Accounts of the infringers.
  4. HATDeX's designated agent for notice of alleged copyright infringement on the Services is:

        Copyright Agent
        8 Comberton Road
        Barton
        Cambridge CB237BA

Software

Some of our Services allow you to download and use client software ( "Software") which may be updated automatically. As long as you comply with these Terms, you have a limited, non-exclusive, non-transferable, revocable licence to use the Software, solely to access and use the Services. To the extent any component of the Software may be offered under an open source licence, HATDeX will make that licence available to you and the provisions of that licence may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to:

  1. reverse engineer the Software;
  2. decompile the Software;
  3. use the Software for any purpose other than accessing or using the Services;
  4. attempt any of the above conduct;
  5. assist anyone in carrying out or attempting any of the above conduct.

Storage of your hat and international data transfers

  1. HATDeX does not store your HAT. When HATDeX operates as a HAT Platform Provider, AWS stores your HAT. In all other cases, your HAT Platform Provider stores your HAT.
  2. You agree to comply with all applicable laws and agreements governing the storage of your HAT.
  3. If your HAT is stored in a non-EU country and you transfer data to your HAT from a EU country, HATDeX plays no role in such transfer. For the purposes of compliance with the applicable legislation on international data transfers in EU countries, you are the data exporter and the organisation storing your HAT is the data importer.

Use of hat-approved applications

When you use a HAT-approved Application, such HAT-approved Application may ask for your permission to access, use, store or transfer Your Things as well as data that others have shared with you. You authorise HAT-approved Applications through the data debit system. HATDeX requires HAT-approved Applications to respect your privacy. The HAT-approved Application may only access, use, store or transfer Your Things and data that others have shared with you to the extent covered by your authorisation.

Suspension of our services

  1. HATDeX may suspend the provision of its Services to you at any time without incurring any liability if:

    1. HATDeX reasonably believes that you acted or are acting in breach of the Terms, including the Acceptable Use Policy;
    2. HATDeX reasonably believes that you acted or are acting in breach of any applicable law;
    3. you fail to cooperate with HATDeX's investigations of suspected breaches or technical faults;
    4. HATDeX reasonably believes that a User's HAT Account has been accessed by an unauthorised third party or its security has been compromised in any other manner;
    5. HATDeX considers the suspension to be reasonably necessary to protect its network, its customers, its commercial interests or any other essential interest;
    6. HATDeX is required by law or by a governmental authority to suspend its Services;
    7. you fail to validate your account within 30 days in accordance with Article 8;
  2. HATDeX will give you reasonable advance notice of a suspension and will offer you the opportunity to cure the grounds underlying the suspension, when this appears to be possible in HATDeX's judgment.
  3. If the suspension is based on one of the grounds listed under letters a, b, c and f of this Article, HATDeX has the right to continue to charge you the fees for the Paid Services during the suspension in accordance with Article

Termination

  1. You have the right to terminate this agreement at any time by deleting your HAT Account. The deletion of your account takes place in a manner similar to emptying the recycle bin on a computer. However, you accept that removed content may persist in backup copies for a reasonable period of time. HATDeX bears no responsibility for the loss of data resulting from the deletion of your account. If you have purchased Paid Services your deletion of the HAT Account will constitute notice of non-renewal in accordance with Article 8.5.c.
  2. HATDeX may terminate this agreement without notice at any time for any reason.

Warranties

While HATDeX strives to provide Services of the highest attainable quality, it cannot guarantee that it will always be able to do so. To the fullest extent permitted by the law, HATDeX and its affiliates, suppliers and distributors make no warranties, either express or implied, about the Services. The Services are provided on an "AS IS" basis. HATDeX also disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement.

Limitation of liability

  1. To the fullest extent permitted by law, except for any liability for HATDeX's or its affiliates' fraud, fraudulent misrepresentation or gross negligence, HATDeX, its affiliates, suppliers or distributors shall not be liable for:

    1. any indirect, special, incidental, exemplary, or consequential loss or damages of any kind;
    2. any loss of profit or income;
    3. any loss of business or business opportunity;
    4. any loss or corruption of data;
    5. any anticipated savings or revenue;
    6. any punitive damages;
    7. any loss of goodwill or reputation; or
    8. any other loss that could have been avoided by the damaged party's use of reasonable diligence.
  2. This will be regardless of whether or not HATDeX or any of its affiliates has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose.
  3. HATDeX will not be in breach of the Terms if the failure to perform any of its obligations is due to an event beyond its control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
  4. The maximum aggregate liability of HATDeX, its affiliates, suppliers and distributors shall not exceed £ 20.

Export matters

You declare that HATDeX is not legally prohibited to provide you the Services and that you are not subject to any embargo or restriction under applicable export laws. You agree that you will not use, import or export the Services in any manner which would cause HATDeX or its affiliates to breach any applicable export control law, rule, or regulation. You agree that you will not allow access to or use of the Services by any persons or organisation that is subject to any embargo or restriction under applicable export laws.

Indemnification

  1. If HATDeX, its affiliates, suppliers and distributors or any of their employees, agents, or suppliers (the "Indemnitees") face a legal claim by a third party arising out of your negligence, breach of Terms or any applicable law, breach of your agreement with your customers, you will bear the costs associated with the claim and any damages award, fine, or any other amount that is imposed on the Indemnitees in relation to the claim.
  2. The obligation included in the previous paragraphs includes claims arising out of the acts or omissions of your employees or agents, any other person that you authorised to access the Services, and any person who gains unauthorised access to the Services due to your failure to use reasonable security measures.
  3. HATDeX will choose legal counsel to defend the claim and will inform you on the choice. You agree to cooperate with HATDeX's in the defence of the claim. We may settle the claim only with your consent. However, you cannot unreasonably withhold, delay, condition or withdraw such consent.

Governing law

These Terms are governed by English law except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.

Dispute settlement

  1. HATDeX wants to address your concerns without needing a formal legal case. If a dispute arises out of the Terms, before filing a claim against HATDeX, you agree to attempt to resolve the dispute informally by contacting us at info@HATDeX.org. HATDeX will make any effort to achieve an amicable solution to the dispute. If the dispute is not resolved informally within 15 days from the date of the first email concerning such a dispute, you and HATDeX are entitled to start legal proceedings.
  2. Any dispute arising out of the Terms, which is not resolved amicably in accordance with the preceding paragraph, is subject to the exclusive jurisdiction of the competent English court.
  3. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, and consolidation with other arbitrations are not allowed.

Waiver, severability and assignment

HATDeX's failure to enforce a provision of the Terms is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. HATDeX may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

Modifications to the terms

HATDeX may revise these Terms from time to time, and will always post the most current version on its website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.

Entire agreement

These Terms constitute the entire agreement between you and HATDeX with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights.

Part II: Additional Rules Governing the Provision of services by HATDeX as a HAT Platform Provider

Scope of application of part II

The rules contained in this part apply exclusively to the provision of the Services when HATDeX is a HAT Platform Provider. Therefore, these rules do not apply to the provision of the HAT Milliner Service. These rules are additional to the rules contained in Part I and do not exclude their application to the Services when HATDeX is a HAT Platform Provider.

Hatdex's rights

You authorise HATDeX to exercise any right necessary for creating and supporting all third-party services necessary for HATDeX to operate as a HAT Platform Provider ( "HPP Third-party Services"), including, but not limited to, the AWS subscription and the provision of chat services.

Fee increases

We may increase the Fees without notice if any of the providers of HPP Third-party Services, such as AWS, raises the fees it charges to HATDeX.

Access to data and backups

In case of suspension of your HAT Account or termination of the Terms, you will no longer have access to Your Things stored on AWS. You agree to keep a copy of Your Things on a platform different from AWS. HATDeX bears no responsibility for the partial or total loss of Your Things and has no obligation to assist you in recovering data that you stored on AWS.

Limitation of liability for hpp third-party services' downtime

  1. HATDeX's liability for any HPP Third-party Service's downtime shall not exceed an amount equal to the fees charged by the provider of such HPP Third-party Service for the billing period during which the downtime occurred.
  2. If the provider of a HPP Third-party Service does not charge any fee, HATDeX shall not be liable for such HPP Third-party Service's downtime.

Access to your hat

When using the HAT on Demand Service, you may only access your HAT through Rumpel or other means that HATDeX makes available to you. This provision does not apply to the provision of the HAT-as-a-Service.

© 2017 - 2019 HAT Data Exchange Ltd.