Scalehat is an e-commerce platform. We provide a service for dropshipping business. Customer only needs to register his online store on Scalehat platform. Scalehat provides software for the customer's business.
This Software Subscription Service (SaaS) Agreement (the “Agreement”) sets forth the obligations and conditions between the SCALEHAT TECHNOLOGIES LIMITED, Scalehat Technologies Ltd, the limited liability company, registered in Lucan, Co Dublin, Ireland. Reg. Number 673825. ("Provider") and "Client" referring to the website user/the one entering into this agreement by accepting the Terms of service. BY CLICKING THE “I AGREE” ICON BELOW, AND/OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT, DO NOT USE THE SERVICES AND EXIT IMMEDIATELY BY CLICKING “I DO NOT AGREE” ICON BELOW.
1. Provider is the owner of certain proprietary computer software known as Scalehat that is used for online drop shipping automation services in retail arbitrage.
2. Provider provides and sells subscriptions for subscribers to access and use the Software via Scalehat or any website notified to the subscribers from time to time (the “Services”).
3. Client desires to use the Services for Client’s internal business purposes, including specifically use by Client’s customers and/or potential customers (“Authorized Users”) for the purposes of online retail arbitrage, Client on an Authorized User’s property, pursuant to the terms and conditions set forth herein.
4. Provider is willing to provide access to the Services for Client’s internal business use pursuant to the terms and conditions set forth herein.
5. Provider and Client acknowledge and agree that this Agreement shall be effective and in force immediately upon the date that Client clicks the “I Agree” icon below (the “Effective Date”) NOW THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:
a. Provider grants to Client and Client accepts from Provider, a limited, non-exclusive, non-transferable right to access and use and permit Authorized Users to access and use the Services solely for Client’s internal business use. The Services shall not be used by Client or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement. Client shall use its best efforts to ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement. Client acknowledges that its right to use the Services will be web-based only pursuant to the terms of this Agreement and the Software will not be installed on any servers or other computer equipment owned or controlled by Client or otherwise provided to Client.
c. Any negotiation settled between Provider and Client shall be private, Client shall not share private negotiations with other clients. Provider reserves the right to cancel a negotiation for any reason without notice including if it is determined that Client has has violated this section
a. Client acknowledges that all right, title, and interest in and to the Services and the Software, together with its codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, the “Provider IP”), is, and at all times shall remain, the sole and exclusive property of Provider. The Provider IP contains trade secrets and proprietary information owned by Provider and is protected by United States copyright laws (and other laws relating to intellectual property). Except the right to use the Services, as expressly provided herein, this Agreement does not grant to Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the Software.
b. Client shall not attempt, or directly or indirectly allow any Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Services and/or Software in any form or media or by any means.
a. Client shall pay to Provider the accrued costs of the services according to the terms of plan. The Client agrees to the pricing conditions set forth within Easync.io upon acceptance of this agreement. (See https://scalehat.com/pricing)
b. The Subscription Fee for the first Subscription Period, (the immediate date following the 10 day trial period through the last day of the month), on commencement of the term of this Agreement, shall be paid on the Effective Date of the first day of the following month. The Subscription Fee for all subsequent Subscription Periods of the term of this Agreement shall be paid to Provider on the first day of each subsequent Subscription Period, pursuant to subsection d, below.
c. The amount of the Subscription Fee does not include any applicable taxes. Client is responsible for any and all applicable taxes.
d. Client shall provide a valid credit card to Provider and shall take all necessary steps to authorize automatic payment of the Subscription Fee and service costs. Credit card is a payment method for Easync services. After a 10-day free period the amount will be automatically deducted from credit card according to the plan.
After you add the credit card or PayPal data to Scalehat, our automatic system starts to charge the sum according to your plan. This happens on the 1st day of every month. If there are not enough funds on your credit card or PayPal account, and our automatic system cannot charge the sum, your access to the service will be temporarily suspended until the moment you have sufficient funds.
By agreeing to this Agreement, Client hereby authorizes Provider to automatically charge said method of payment for all Subscription Periods during the term of this Agreement. If, for any reason, automatic payment shall be denied, then Client shall pay the applicable Subscription Fee and all incurred pricing costs of subscription usage, to Provider within five (5) days of notice from Provider. Funds deduction from the card is performed automatically on the 1st day of each month.
e. Any additional payment terms between Provider and Client shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.
Provider shall use commercially reasonable efforts to make the Services available on a 24x7 basis (twenty-four hours per day, seven days per week) during the Term, except for: (i) scheduled system backup or other ongoing maintenance as required and scheduled in advance by Provider, or (ii) for any unforeseen cause beyond Provider's reasonable control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks, or any force major events set forth in this Agreement. Provider will monitor performance indicators on the systems and network infrastructure (its own and that of third party suppliers) in order to gauge the overall performance of it’s hosting services, and will take reasonable steps to address systems and network infrastructure as required to maintain satisfactory performance of the Software. Provider further reserves the right to monitor and reasonably restrict Client’s ability, without notification, to use the Services if Client is using excessive computing resources which are impacting the performance of the Services for other subscribers.
Provider shall maintain the Software and/or Services and provide all patches and fixes to the Software and/or Services at no additional cost. Provided, however, said maintenance shall not include any major releases of new versions of the Software, additional functionality, or custom programming, which Provider, at its discretion, may provide at an additional cost as otherwise agreed between the parties.
If a client wants to end his subscription he need to contact Scalehat support ([email protected]). Cancellation request will be reviewed and processed within one day. Customer account will be removed with all the data (including payment inormation) forever.
a. In addition to, and in no way limiting the requirements relating to the Provider IP as set forth in Section 2 of this Agreement, Client shall use its reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Software, the Services, the Provider's financial, 5 professional and/or other business affairs, and this Agreement (the "Confidential Information").
b. Client shall not disclose or publicize the Confidential Information without the Provider’s prior written consent.
c. Client shall use their reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement.
d. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement. e. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Client; (ii) already known to the Client prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.