Service Agreement between Client and Hen House Ventures
Hen House Ventures offers services to you conditioned on your acceptance, without modification, of the terms, conditions, and notices contained herein (the "Terms"). Your acceptance of Hen House Ventures contract(s) constitutes your agreement to all such Terms (Mutual Non-Disclosure Agreement, Data Security Terms and Conditions, Service Agreement Terms). Please read these terms carefully, and keep a copy of them for your reference.
MUTUAL NON-DISCLOSURE AGREEMENT
The Receiving Party understands that the Disclosing Party has disclosed or may disclose information including, without limitation, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies and information, which to the extent previously, presently, or subsequently disclosed to the Receiving Party, is hereinafter referred to as "Proprietary Information" of the Disclosing party. All Proprietary Information shall be protected and safeguarded if it is (a) marked as the Disclosing Party’s confidential or proprietary information (or with an equivalent legend) at the time of disclosure, if disclosed in tangible form; or (b) identified as Proprietary Information at the time of disclosure. Notwithstanding the failure of the Disclosing Party to mark information as confidential or proprietary as described above, information that, by its very nature, or under the particular circumstances of disclosure, should reasonably be understood to be confidential or proprietary, shall be deemed to be Proprietary Information.
In consideration of the parties' discussions and access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Parties hereby agree as follows:
1. The Receiving Party agrees (i) to hold the Disclosing Party's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials, (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use of such Proprietary Information, except to: Information will be disclosed to assist Hen House Ventures’ development of software applications and matching business strategies., and (iv) not to copy or reverse engineer, or attempt to derive the composition or underlying information of any such Proprietary Information.
2. The Receiving Party further agrees to limit the use of and access to the Disclosing Party's Proprietary Information to the Receiving Party's employees who need to know such Proprietary Information for said purposes and shall cause such employees to comply with the obligations set forth herein.
3. The Disclosing Party agrees that the foregoing obligations shall not apply with respect to information that (i) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party, or (ii) was rightfully disclosed to the Receiving Party by another person without restriction, or (iii) was independently developed by the Receiving Party without access to such Proprietary Information, or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the Receiving Party has given the Disclosing Party prompt notice of such requirement and the opportunity to contest it.
4. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and all copies or extracts thereof and will promptly and permanently delete any Proprietary Information which is electronically or optically recorded or stored.
5. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligation hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach.
6. Neither party acquires any intellectual property rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with this Agreement.
DATA SECURITY TERMS AND CONDITIONS
“Authorized Persons” means (i) Authorized Employees; and (ii) Hen House Ventures’ contractors, outsourcers and auditors, who have a need to know or otherwise access Personal Information to enable Hen House Ventures to perform its obligations under this Service Agreement, and who are bound in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms and conditions of this Service Agreement.
“Highly-Sensitive Personal Information” means an (i) individual’s government-issued identification number (including social security number, driver’s license number or state-issued identified number); (ii) financial account number, credit card number, debit card number, credit report information, with or without any required security code, access code, personal identification number or password, that would permit access to an individual’s financial account; or (iii) biometric or health data.
“Personal Information” means information provided to Hen House Ventures by or at the direction of Client, under this Service Agreement that: (i) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers), in case of both subclauses (i) and (ii), including, without limitation, all Highly-Sensitive Personal Information. Client’s business contact information is not by itself deemed to be Personal Information.
“Security Breach” means (i) any act or omission that materially compromises either the security, confidentiality or integrity of Personal Information or the physical, technical, administrative or organizational safeguards put in place by Hen House Ventures (or any Authorized Persons) that relate to the protection of the security, confidentiality or integrity of Personal Information, or (ii) receipt of a complaint in relation to the privacy practices of Hen House Ventures (or any Authorized Persons) or a breach of this Service Agreement relating to such privacy practices.
Standard of Care.
Hen House Ventures acknowledges and agrees that, in the course of its engagement by Client, Hen House Ventures may receive or have access to Personal Information. Hen House Ventures shall comply with the terms and conditions set forth in this Agreement in its collection, receipt, transmission, storage, disposal, use and disclosure of such Personal Information and be responsible for the unauthorized collection, receipt, transmission, access, storage, disposal, use and disclosure of Personal Information under its control or in its possession by all Authorized Persons.
Personal information is deemed to be Confidential Information of Client, and is not Confidential Information of Hen House Ventures. In the event of a conflict or inconsistency between this Section and the compliance with laws, the terms and conditions set forth in this Section shall govern control of the specific data.
In recognition of the foregoing, Hen House Ventures agrees and covenants that it shall:
(i) keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use or disclosure;
(ii) use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information, or access to it, is provided pursuant to the terms and conditions of this Service Agreement.
(iii) not directly or indirectly, disclose Personal Information to any person other than Authorized Persons, including any subcontractors, agents, outsourcers or auditors (an “Unauthorized Third Party”), without express written consent from Client unless and to the extent required by Government Authorities or as otherwise, to the extent expressly required, by applicable law. In which case, Hen House Ventures shall use best efforts to notify Client before such disclosure or as soon thereafter as reasonably possible.
Hen House Ventures represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Information does and will comply with all applicable Federal and State privacy and data protection laws, as well as all other applicable regulations and directives.
Hen House Ventures shall implement administrative, physical and technical safeguards to protect Personal Information that are no less rigorous than accepted industry practices, and shall ensure that all such safeguards, including the manner in which Personal Information is collected, accessed, used, stored, processed, disposed and disclosed comply with applicable data protection and privacy laws as well as the terms and conditions of this Agreement.
Hen House Ventures’ safeguards for the protection of Personal Information shall include: (i) limiting access of Personal Information to Authorized Persons; (ii) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment. While this provision does not require Hen House Ventures evidence of its compliance with these standards, the Client can ask Hen House Ventures to provide relevant security audit reports.
Hen House Ventures’ is not responsible for data breaches that occurred by Companies, Service Providers or institutions that may have been recommended by Hen House Ventures, but are not managed or governed by Hen House Ventures’ policies. Often, Service Agreements require third party services (such as applications, storage, analytics or automation). Each Entity’s Information Security policies are independent of Hen House, and it is the Client’s responsibility to ensure those standards meets their expectations.
Security Breach Procedures.
Immediately following Hen House Ventures’ notification to Client of a Security Breach, the parties shall coordinate with each other to investigate the Security Breach in accordance with Hen House Ventures’ standard policies and procedures.
Hen House Ventures’ shall take reasonable steps to immediately remedy any Security
Breach and prevent any further Security Breach at Hen House Ventures’ expense in accordance with applicable privacy rights, laws, regulations and standards. Hen House Ventures shall reimburse Client for actual costs incurred by Client in responding to, and mitigating damages caused by a security breach directly related to the Services provided up to the cost of the service agreement. Breach costs will be submitted to Hen House Ventures within 30 days after the breach.
Hen House Ventures agrees to not inform any third party of any Security Breach without first obtaining Client’s written consent, other than to inform a complainant that the matter has been forwarded to Client’s legal counsel.
Hen House Ventures agrees to reasonably cooperate with Client in any litigation or other formal action deemed necessary by Client to protect its rights relating to the use, disclosure, protection and maintenance of Personal Information.
In the event of a security breach, Hen House shall promptly use reasonable efforts to prevent a recurrence of any such Security Breach.
Return or Destruction of Personal Information
At any time during the term of the Service Agreement, the Client may provide a written request to terminate, expire or promptly return to the Client all copies of Personal Information in its possession or the possession of such Authorized Persons, or securely dispose of all such copies. Hen House Ventures will certify in writing to the Client that such Personal Information has been returned to Client or disposed of securely.
SERVICES TERMS AND AGREEMENT
Visiting http://www.hen-house.co or sending emails to Hen House Ventures constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Hen House has the right to refuse a project after the initial meeting or interview, and will refund 80% of the amount paid. The remaining 20% collected covers discovery work fees necessary to prepare consultation material.
If the Client purchases a Service-as-a-Product through the website, the following conditions apply.
The start and end date will be agreed to by both parties after payment received. The collaboration process between Hen House Ventures and you, the client, will be as follows:
1) Pertinent and necessary questions will be sent to you, the client, within 5 business days of payment and agreement to the terms herein.
2) You, the client will respond within 48 hours of receipt.
3) There will be an interview meeting between you, the client, and Hen House Ventures for additional information and project review. Project due dates will be agreed to during the interview meeting.
3) Hen House Ventures will commence the first cycle and design set deliverables.
4) You, the client must provide feedback within 3 business days after first cycle deliverables are delivered.
5) Hen House Ventures will commence the second cycle and modify the deliverables according to your feedback.
6) You, the client have 3 business days to provide final edits or project approval. Only minor, creative content, will be made after the second cycle.
7) If there is no response or reasonable forewarnings about project collaboration delays given by you, the client; Hen House Ventures has the right to close the project within 10 business days from first or second cycle handoffs, and deliver you the last revision as final.
8) If Hen House Ventures is implementing technology within your IT environments, Hen House Ventures will implement assets only on non-production environments. You the client, will have the responsibility to test and deploy the code to production environments at your will.
9) Each project will be managed by a maximum hour amount for the project. Hen House Ventures tracks hours worked, and can provide our work hour load at any time, upon request. Time is measured by 15-minute intervals. Hen House Ventures considers billable hours to include meeting interviews, creation of first and second cycles, integration, Test, Questions and Answer/ Interview sessions, demonstration and review calls.
10) If the project changes because of your interests or you, the client requests additional variables that need to be included, additional hours will be billed at $125 per hour. Client will be billed at the end of each month for the additional hours.
11) If Hen House Ventures does not complete the project, the hours spent will be deducted from the client payment, and the remainder will be reimbursed.
Access Rights and Privileges
If the Service Agreement requires access to your various e-channels (i.e., email service providers, social media), you, the client, will provide Hen House Ventures with administrator access to each account.
If the Service Project requires technical integration, Hen House Ventures will require administrator level access to all relevant IT systems. Hen House Ventures is not responsible for any existing content or information on those systems. Integration does expose risk to data, and Hen House Ventures is not responsible for data compromises on systems where Hen House Ventures does not control the full access, and system and network security to.
No unlawful or prohibited use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used during the Service Agreement, is the property of Hen House Ventures or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
Hen House Ventures content is not for resale. Your use of the service deliverables does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Hen House Ventures and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Hen House Ventures or our licensors except as expressly authorized by these Terms.
Use of Communication Services
By way of example, and not as a limitation, you agree that when using Hen House Ventures as a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
Hen House Ventures has no obligation to monitor your communications outside of the contracted service. However, Hen House Ventures reserves the right to review materials posted to a communication platform and to remove any materials in its sole discretion.
Hen House Ventures reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Hen House Ventures' sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Hen House Ventures does not control or endorse the content, messages or information found in any Communication Service and, therefore, Hen House Ventures specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations defined within your project scope.
Materials provided to Hen House Ventures
Hen House Ventures does not claim ownership of the materials you provide to our firm (including feedback and suggestions) through email, posts, upload, input or our associated services (collectively "Submissions"). However, by emailing, posting, uploading, inputting, providing or submitting your content you are granting Hen House Ventures, our affiliated companies and necessary sublicensees permission to use your Submission without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
By emailing, posting, uploading, inputting, providing or submitting your content you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to share the content.
You agree to indemnify, defend and hold harmless Hen House Ventures, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of our services, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Hen House Ventures reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Hen House Ventures in asserting any available defenses.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrators award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Employer agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
Hen House Ventures DISCLAIMS LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES and assumes no responsibility or liability for any loss or damage suffered by any person as a result of the use or misuse of any the services provided for or by Hen House Ventures. Hen House Ventures assumes or undertakes NO LIABILITY for any loss or damage suffered as a result of the use, misuse of any the services provided for or by Hen House Ventures.
Hen House Ventures reserves the right, in its sole discretion, to terminate your contract and services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Utah and you hereby consent to the exclusive jurisdiction and venue of courts in Utah in all disputes arising out of using Hen House Services.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Hen House Ventures as a result of this agreement. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Hen House Ventures with all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Hen House Ventures. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.