These Harmony IT Terms of Service (the "Agreement") apply to, and govern, access to and use of the Service (defined below).
CUSTOMER IS AGREEING TO THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" (OR SIMILAR) BUTTON, BY CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THIS AGREEMENT, OR OTHERWISE BY REGISTERING FOR OR ACCESSING THE SERVICE, WHICHEVER IS EARLIER.
This Agreement also applies to, and governs, the executed Order (defined below), and this Agreement is hereby incorporated by reference into, and made a part of, such Order.
The Agreement constitutes a binding agreement between Harmony IT Inc. (or, if applicable, the other Harmony IT entity specified in the Order) ("Company"), and the customer specified in the Order or the Service registration page, as the case may be ("Customer").
If an individual is submitting an Order, or otherwise subscribing to the Service, using an organization's email address, such organization shall be deemed the Customer.
Company and Customer may be collectively referred to herein as the "Parties", and each individually as a "Party".
An individual entering into this Agreement on behalf of the Customer, represents that he/she has the right, authority and capacity to act on behalf of the Customer and to bind the Customer to this Agreement.
If Customer has purchased its Service subscription through a Reseller (defined below), Customer's payment obligations under Section 6 (Payment) shall not apply. In such cases: (a) Company will only be obligated to provide the Service to Customer if Company and Reseller have executed a purchase order for such purchase; (b) Company may share information with Reseller related to Customer's use and consumption of the Service; (c) Company shall be entitled to withhold or otherwise suspend Customer's access to the Service if Company has not been paid by Reseller; (d) this Agreement governs Customer's access to and use of the Service, notwithstanding anything to the contrary in Customer's agreement with the Reseller; and (e) Reseller is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Company or in any way concerning the Service.
The following capitalized terms have the meanings set forth below:
1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
1.2 "Content" means any text, data, information, reports, files, images, graphics, software code, or other content.
1.3 "Customer Content" means any Content submitted or uploaded to, or transmitted through, the Service, or otherwise provided or made available to Company, by or on behalf of Customer.
1.4 "Customer Environment" means the on-premise or virtual equipment, systems and/or servers owned or managed solely by Customer, as specified in the Order. A Customer Environment may, for example, be Customer's virtual private cloud (VPC) instance.
1.5 "Deployment Type" means the deployment type (as specified in the Order) of the Service subscribed to by Customer, as specified in the Order. If no Deployment Type is specified in the Order, the Deployment Type shall be deemed to be on a software-as-a-service (SaaS) multi-tenant public cloud basis.
1.6 "Documentation" means the Service-related operational guides or manuals, which Company provides or makes available to Customer, in any form or medium. Documentation does not include any marketing, or other publicly available, materials. Unless the context requires otherwise, references in this Agreement to the "Service" shall be deemed to include the Documentation as well.
1.7 "Effective Date" means the date the Order is executed by the Parties, unless the Order itself specifies a different start/effective date; provided, however, that if, in connection with such Order, the date on which the Customer first accessed or used the Service, or set up an Account, was prior to Order execution, then the Effective Date shall be deemed to be such earlier date.
1.8 "Input" means any Customer Content inputted or otherwise submitted by Customer to the Service in order to receive an Output (defined below). Unless the context requires otherwise, references herein to "Customer Content" shall be deemed to include Input as well.
1.9 "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, branding, technology, and other intellectual property (collectively, "Intellectual Property"), and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.
1.10 "Installed Software" means any device client software (or similar distributed software) that is made available to Customer by Company for installation on Users' devices, to be used in connection with the Service. Unless the context requires otherwise, references in this Agreement to the "Service" shall be deemed to include the Installed Software as well.
1.11 "Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.
1.12 "Order" means the ordering document (which attaches, hyperlinks to, or otherwise incorporates by reference, this Agreement) entered into between the Parties, which, inter alia, specifies the Service and any Other Services purchased by Customer. The Order may take the form of: (a) a written document (such as an Order Form, Sales Order, Proposal, or Quote) that is mutually signed by the Parties; and/or (b) an online or electronic order submitted by Customer via the Site (or other online functionality operated or authorized by Company) and accepted by Company. Where Customer has purchased its Service subscription from a Reseller, the "Order" shall be deemed the applicable purchase order (or other ordering document, whether online or offline) entered into between Customer and Reseller.
1.13 "Other Services" means, as the case may be, Setup Services, Support Services, Professional Services, and/or any other services (other than the Service) provided by or on behalf of Company pursuant to this Agreement.
1.14 "Output" means any Content which is generated by the Service and returned to Customer, in response to the Customer's Input. Unless the context requires otherwise, references herein to the "Service Content" shall be deemed to include Output as well (except for Customer-identifying information contained in the Output).
1.15 "Privacy Policy" means the Company's privacy policy, currently available at https://harmony.io/privacy.
1.16 "Professional Services" means Service-related installation, deployment, configuration, training, customization, integration, or other professional services.
1.17 "Reseller" means any distributor, reseller, or similar channel partner (such as a marketplace platform provider) authorized by Company to sell Service subscriptions.
1.18 "Service" means Company's generally available software-as-a-service (SaaS) offering, and any related web applications, mobile applications, APIs, and other tools that Company makes available to Customer in connection therewith.
1.19 "Service Content" means any Content (excluding Customer Content) appearing on or in, or otherwise provided or made available via, the Service (such as reports and summaries generated by the Service and provided to Customer). Unless the context requires otherwise, references herein to the "Service" shall be deemed to include the Service Content.
1.20 "Subscription Scope" means any Service-related usage or consumption limitations, entitlements, and parameters (for example, number of Users, available features and functionalities, etc.) specified in the Order.
1.21 "Site" means the Company's website, currently available at https://harmony.io.
1.22 "Usage Statistics" means any non-Customer-identifying information, data, reporting, suggestions, analyses, and/or intelligence relating to the operation, support, and/or Customer's use, of the Service (such as metadata, prompts, query logs, aggregated data, analytics, etc.), as well as any resulting industry benchmarks, analytics, datasets, and models developed by or on behalf of Company.
1.23 "User" means Customer's (and/or, pursuant to Section 4.2 (Customer Affiliates), its Affiliates') employees and contractors who are authorized by Customer to use the Service, and for whom Customer (or Company, at Customer's request) has supplied a user identification and password for the Service.
In order to access the Service, Customer may be given the opportunity (or otherwise be required) to generate an account by submitting the information requested in the applicable online registration page or Service interface ("Account"). Customer's Account registration may impose limitations on the number or types of Accounts; absent such limitations, Customer shall be entitled to a single administrator Account that will have administrative privileges over the Account ("Admin Account") and such number of user Accounts for each user (each, a "User Account"). Customer shall ensure that all information submitted during the registration process is, and will thereafter remain, complete and accurate. As between Company and Customer, Customer shall be solely responsible and liable for maintaining the confidentiality and security of its Account credentials, as well as for all activities that occur under or in such Account. Customer shall immediately notify Company in writing of any unauthorized access to, or use of, an Account, or any other breach of security.
If agreed in the Order, Customer may be entitled to conduct an evaluation, 'proof-of-concept', or pilot of the Service (a "Pilot"). A Pilot is limited to whatever duration, features, and functionalities Company elects in its sole discretion (or that is otherwise specified in the Order), and, unless agreed otherwise in the Order, Company reserves the right to add and remove any features and functionalities, as well as terminate a Pilot, at any time, with or without notice.
From time to time, Company may permit Customer to try certain Service features or functionalities (whether new or existing) at no charge for a free trial or evaluation period (each, an "Evaluation Product"). Evaluation Products may be designated or identified as beta, pilot, evaluation, trial, or the like. Unless configured otherwise by Company, or agreed otherwise (for example, in the Order), the default evaluation period for an Evaluation Product (the "Evaluation Period") is thirty (30) days. However, Company reserves the right to terminate an Evaluation Period at any time, with or without notice.
For the avoidance of doubt, the restrictions set forth in Section 8.2 (Usage Restrictions) shall also apply to Evaluation Products and Pilots.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EVALUATION PRODUCTS AND PILOTS ARE PROVIDED FOR CUSTOMER'S INTERNAL EVALUATION ONLY (AND NOT FOR PRODUCTION USE), AND COMPANY SHALL HAVE NO OBLIGATION OR LIABILITY OF ANY KIND WHATSOEVER FOR EVALUATION PRODUCTS OR PILOTS. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OF COMPANY'S LIABILITY FOR AN EVALUATION PRODUCT OR PILOT, COMPANY'S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF AN EVALUATION PRODUCT AND/OR PILOT SHALL NOT EXCEED TEN US DOLLARS (USD$10).
Subject to the terms and conditions of this Agreement (including without limitation Customer's payment of all applicable Fees), Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license, during the Subscription Term (defined below), to do the following, in accordance with the Documentation (collectively, the "Subscription"):
For the avoidance of doubt: (i) the Subscription is subject to the applicable Subscription Scope, and Customer shall not use any technical or other means within, or external to, the Service to exceed or circumvent the Subscription Scope; and (ii) the Service is only licensed or provided on a subscription basis (and is not sold) hereunder. Any rights not expressly granted to Customer herein are hereby reserved by Company and its licensors, and, except for the Subscription, Customer is granted no other right or license in or to the Service, whether by implied license, estoppel, exhaustion, operation of law, or otherwise.
Company shall use reasonable efforts consistent with prevailing industry standards to provide the Service as intended. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control. Customer shall remain primarily responsible and liable for its Users' compliance with this Agreement, and any acts and omissions of such Users in connection with this Agreement shall also be deemed the acts and omissions as of Customer.
Subject to (and without expanding) the Subscription Scope, Customer may permit its Affiliate to exercise Customer's Subscription rights under the Order, provided that: (a) such use is solely for the benefit of Customer or such Affiliate; and (b) such Affiliate agrees to be bound by the Service- and Subscription-related restrictions and limitations set forth in this Agreement, and further agrees that Company shall have no obligation or liability of any kind whatsoever towards such Affiliate. Customer shall remain primarily responsible and liable for its Affiliates' and Users' compliance with this Agreement, and any acts and omissions of such Affiliates and Users in connection with this Agreement shall also be deemed the acts and omissions as of Customer.
Company and its Affiliates may, from their own systems, monitor, and collect data and information (such as log files and other analytics data) regarding, Customer's use of the Service. Company may, without restriction or obligation, use this information for quality control purposes, for enforcement of this Agreement, for analytics and statistics purposes (such as generating Usage Data), and for further improving Company's products and services.
The Service will be made available to Customer electronically (via the Site, via an API integration, or otherwise as elected by Company or as specified in the Order). Any software and other components distributed to Customer (such as the Agents) shall be deemed accepted upon delivery. The hosting of the Service may be provided by a third party cloud hosting provider selected by Company ("Hosting Provider"), and accordingly: (i) the availability of the Service may be affected by the Hosting Provider's infrastructure and systems; and (ii) Customer Content may be processed by such Hosting Provider.
Company (alone and/or together with its Affiliates and service providers) may generate and commercially exploit Usage Data, as well as use such Usage Data for the purpose of research, development, and further developing Company's products and services (such as improving the Service and training models and algorithms), and nothing in this Agreement shall be deemed to prohibit or otherwise limit such activities.
Company may, from time to time, modify and replace the features and functionalities (but not material functionalities to which Customer is entitled under the Order, unless it improves the material functionality), as well as the user interface, of the Service. Some features and functionalities may in any event be restricted by geography or otherwise, in order for Company to comply with applicable Law or commitments to third parties. Customer agrees that its purchase hereunder is not contingent on the delivery of any future functionality or feature, or dependent on any oral or written statements made by or on behalf of Company regarding future functionalities or features.
If applicable, and subject to payment by Customer of the applicable Fees therefor, Company shall provide whatever Service-related setup or onboarding services may be specified in the Order ("Setup Services").
Subject to Customer remaining current all payment obligations under this Agreement, Customer will be entitled to receive the Support Services.
Other than Setup Services, Company is not obligated to provide any Professional Services. Any Professional Services mutually agreed to between the Parties shall be set out in sequential Professional Services Statements of Work signed by the Parties and referencing this Agreement (each, a "Professional Services SOW"). Professional Services shall be charged in accordance with such Professional Services SOW. Each Professional Services SOW shall be deemed incorporated into this Agreement by reference.
If, pursuant to Professional Services, Company is required to create work product for Customer that, according to the corresponding Professional Services SOW, is to be owned exclusively owned by Customer ("Customer-Owned Work Product"), Company shall not use a GenAI Tool to create such Customer-Owned Work Product without Customer's consent. To the extent Company uses any GenAI Tool in the direct provision of any Professional Services hereunder, Company shall use commercially reasonable efforts to ensure that: (a) Company or its Affiliate has all necessary licenses, permits, consents and approvals to employ or use the GenAI Tool, including, without limitation, all necessary licenses or approvals to use training, validation, or testing content and data used in connection with Supplier's training, development, or modification of any GenAI Tool; and (b) Company notifies Customer of any third party claim made against Company alleging that Company's use of any GenAI Tool violates applicable law. "GenAI Tool" means any artificial intelligence (AI) tool that generates new outputs based on data inputted by the user.
Other Services will be performed by Company and/or its Affiliates, and are provided for the benefit of Customer only. Customer shall fully cooperate with Company, and shall make available to Company all relevant systems, assets, and resources, in connection with the provision of Other Services. With Customer's prior written approval (not to be unreasonably withheld, conditioned, or delayed) Company may subcontract Other Services (in whole or in part) to a third party contractor, and without derogating from Company's liabilities towards the Customer under this Agreement. Unless expressly agreed otherwise in writing, Other Services shall be carried out remotely, and any physical attendance at Customer's offices or other locations requested by Customer, if agreed to by Company (for example, in a Professional Services SOW), shall be charged at Company's then-current rates, and Company shall also be entitled to reimbursement for travel and lodging costs and expenses incurred.
Customer agrees to pay Company the fees and other charges set forth in the Order, if any (the "Fees").
Company shall be entitled from time to time, and by written notice, to increase the Fees under the Order, provided, however, that the updated Fees shall apply to the next Order renewal, provided that such notice was given at least thirty (30) days prior to such renewal.
Unless expressly stated otherwise in the Order: (a) all Fees are stated, and are to be paid, in US Dollars; (b) billing cycles for the Subscription are on an annual basis; (c) Company shall be entitled to invoice Customer for Fees in advance at the commencement of each billing cycle (except for Fees for overages, which are charged in arrears), and Customer shall pay each invoice within thirty (30) days of receipt of invoice; (c) all payments and payment obligations under this Agreement are non-refundable, and are without any right of set-off or cancellation; (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month or the highest amount permitted by applicable Law; and (e) Company shall be entitled to issue invoices (and any associated reporting) and billing notices via email to the applicable Customer contact email address specified in the Order and/or via a functionality of the Service. Moreover, Company shall be entitled to charge you for all reasonable costs (including attorneys' fees, court costs, and collection agency fees) incurred by Company in collecting any late payments or interest.
If Customer believes that Company has invoiced Customer incorrectly, Customer must contact Company no later than seven (7) days after receiving the invoice in which the alleged error appeared; otherwise Customer shall be deemed to have waived all claims in connection with the applicable invoice and payment.
Amounts payable under this Agreement do not include any applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"), except for taxes based upon Company's net income. Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to (and paid by) Customer, unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. In the event that Customer is required by any Law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction.
Customer represents and warrants that all payment and billing information provided is (and will remain) complete and accurate, and Customer has obtained all necessary consents to enable the necessary payment method. If applicable to the payment method, payment of Fees may be processed through a third-party payment processing service (which will receive and process Customer's billing information), and additional terms may apply to such payments. Customer authorizes Company (and/or its designee) to: (a) request and collect payment (and to otherwise take other billing actions, such as refunds) from Customer on a recurring basis; and (b) make any inquiries Company deems necessary, from time to time, to validate Customer's designated payment method or financial information, in order to ensure timely payment of Fees (including, but not limited to, for the purpose of receiving updated payment details from Customer's payment, credit card, or banking account provider such as, updated expiry date or card number).
Company may issue Subscription- and Fee-related reporting and billing notices via email to the applicable Customer contact email address specified in the Order, as well as via a functionality of the Service. Company (or a third party it reasonably designates) shall, from time to time, be entitled to audit Customer's use of the Service (a "Usage Audit"), and Customer shall facilitate such Usage Audit by providing Company with all access (including without limitation VPN access) reasonably requested by Company (such as, for the purpose of calculating any Fees for overages).
As between the Parties, Customer is the exclusive owner of all Customer Content.
As between the Parties, and subject to Customer's compliance with the terms and conditions of this Agreement, Customer will be the exclusive owner of all Output.
Unless the Order states otherwise, Customer Content may be hosted and processed by Company (and its Affiliates, Hosting Providers, and respective third party service providers) in Israel, the United States, the European Economic Area (EEA), the United Kingdom, and other locations around the world. Company shall not, however, transmit any Customer Content to any third party provider of artificial intelligence (AI) tools.
Customer shall ensure that no Customer Content includes or links to Sensitive Data. "Sensitive Data" means any (i) categories of data enumerated in Article 9(1) of the European Union's General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor law; (ii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (iii) Nonpublic Personal Information (NPI) (as defined by the Gramm-Leach-Bliley Act and its implementing rules and regulations) or Personal Health Information (PHI) data (as defined by the Health Insurance Portability and Accountability Act and its implementing rules and regulations); or (iv) any data similar to the foregoing that is protected under foreign or domestic laws.
Notwithstanding anything herein to the contrary, Company (and/or its licensors and suppliers, as applicable) is, and shall be, the sole and exclusive owner of all right, title and interest (including without limitation all Intellectual Property Rights) in and to the following (collectively, "Company IP"):
As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part) (collectively, the "Usage Restrictions"): (a) copy, create public Internet "links" to, "frame", or "mirror" any Company IP; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available any Company IP to any third party; (c) publicly perform, display or communicate any Company IP; (d) modify, adapt, translate, or create a derivative work of any Company IP; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects of any Company IP; and other restrictions as specified in the complete terms.
Each Party (as "Receiving Party") will: (a) protect the Confidential Information of the other Party using the same degree of care that Receiving Party uses to protect its own Confidential Information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of Receiving Party and its Affiliates' employees, contractors, and professional advisors who need that access for purposes consistent with this Agreement and who are bound by obligations of confidentiality.
Company warrants that: (a) the Service will operate in substantial conformity with the applicable performance specifications set out in Documentation; and (b) Company shall perform Professional Services in a professional and workmanlike manner, in substantial conformity with the applicable Professional Services SOW.
OTHER THAN THE PERFORMANCE WARRANTY, THE SERVICE, SERVICE CONTENT, OTHER SERVICES, EVALUATION PRODUCTS, ANY REPORTS OR OUTPUT GENERATED BY THE SERVICE, AS WELL AS ANY OTHER GOODS AND SERVICES PROVIDED OR MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY HEREUNDER ARE PROVIDED AND MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL DEFECTS, AND ALL EXPRESS, IMPLIED AND STATUTORY CONDITIONS AND WARRANTIES ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS.
EXCEPT FOR BREACHES OF CONFIDENTIALITY, CUSTOMER'S BREACH OF THE SUBSCRIPTION, AND/OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, ANTICIPATED SAVINGS, OR INCREASED OR WASTED EXPENDITURE; ANY LOSS OF, OR DAMAGE OR INTERRUPTION TO, DATA, NETWORKS, INFORMATION SYSTEMS, REPUTATION, OR GOODWILL; AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
THE COMBINED AGGREGATE LIABILITY OF COMPANY AND ALL COMPANY AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE GIVING RISE TO LIABILITY (OR, IF NO FEES APPLY, ONE HUNDRED US DOLLARS (USD$100)).
In the event that, during the term of this Agreement and the six (6) month period thereafter, a third party makes or institutes any claim, action, or proceeding against Customer alleging that Customer's authorized access and use of the Service in accordance with this Agreement infringes such third party's copyright or patent (an "Infringement Claim"), Company shall defend Customer against the Infringement Claim and indemnify and hold harmless Customer for any amount finally awarded against or imposed upon Customer by the court.
If Company or its Affiliates incur or suffer any loss or liability under or in connection with any demand, claim, suit, or proceeding made or brought against a Company Indemnitee, and such claim arises directly or indirectly from any breach by Customer under this Agreement and/or from Customer's use of the Service, Customer agrees to defend Company Indemnitees against the claim and indemnify and hold harmless Company Indemnitees for such loss and liability.
This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue for the duration of the Subscription Term.
Unless specified otherwise in the Order, upon expiration of the initial Subscription term specified in the Order (the "Initial Subscription Term"), the Order and Subscription shall automatically renew for successive renewal terms of equal length as the Initial Subscription Term, unless either Party notifies the other Party in writing that it chooses not to renew at least thirty (30) days prior to the end of the then-current Subscription Term.
This Agreement may be terminated: (a) In accordance with any termination rights specified the Order; (b) Either Party may terminate this Agreement for cause upon written notice if the other Party commits a material breach under this Agreement, and fails to cure such breach within thirty (30) days after receiving written notice; (c) Either Party may terminate this Agreement upon written notice to the other Party upon the occurrence of bankruptcy, insolvency or similar events.
14.1. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
14.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
14.3. Entire Agreement. This Agreement, together with any Order and applicable Professional Services SOWs, constitutes the complete and exclusive agreement between the Parties relating to the subject matter hereof.
14.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect.
14.5. Export Compliance. Customer represents and warrants that it will comply with all applicable export control laws and regulations.
For any questions about these Terms of Service, please contact us at: legal@harmony.io.