Haystack Midwest, Inc. and/or its affiliates ("Haystack Midwest," "Haystack," "we," "our," or "us") develop and provide custom software development services ("Services") and software applications, integrations, and related products ("Software") to its customers and end users ("client(s)," "you," "your").

These Terms of Use and End-User License Agreement (collectively, "Terms") govern your access to and use of our Services and Software. By accessing, downloading, installing, or using any Software or Services provided by Haystack, you agree to be bound by these Terms. If you do not agree, do not use our Software or Services.

These Terms apply to all Haystack Software and Services unless superseded by a separate written agreement, such as a fixed-bid development contract or scope of work.

1. License Grant

Subject to your compliance with these Terms, Haystack grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Software and Services for your lawful internal business purposes. This license does not grant you any right to the underlying source code, algorithms, or architecture of the Software except where explicitly agreed to in a separate written agreement.

You agree not to:

• Copy, modify, adapt, translate, or create derivative works of the Software except as expressly permitted;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software;
• Rent, lease, sell, sublicense, distribute, or otherwise transfer rights to the Software to any third party;
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
• Use the Software to build a competing product or service;
• Use the Software in any manner that violates applicable law or regulation.

2. Third-Party Platforms and Integrations

Certain Software may operate as an application or integration within third-party platforms (such as Intuit QuickBooks, and others). Your use of any third-party platform is governed by that platform's own terms of service and policies. Haystack is not responsible for the availability, functionality, or policies of any third-party platform. In the event of a conflict between these Terms and a third-party platform's terms, the more restrictive terms shall apply with respect to your use of the Software on that platform.

3. Information You Provide to Us

You may provide information about yourself or your business when you register for, subscribe to, or use our Software or Services. We may need to send you emails or messages to verify your identity, provide important information, or communicate about your account. By using our Software or Services and providing your contact details, you authorize us to send such communications. Standard messaging rates may apply. Where available, you can opt out of certain communications by following the provided instructions. However, disabling messages may impact important security features and functionality.

For details on how we collect, use, and protect your data, please review our Privacy Policy.

4. Haystack Intellectual Property

All rights, title, and interest in the patents, copyrights (including derivative works), trademarks, logos, designs, trade secrets, and other intellectual property embodied in or contained within the Software and Services ("Haystack IP") are exclusively owned by Haystack Midwest and its licensors, except where identified as created as "work for hire" for the customer under a separate agreement. Haystack IP is protected by applicable intellectual property laws, and all rights not expressly granted to you in these Terms are reserved.

You may submit comments or ideas about improvements to our Software or Services ("Ideas"). By submitting an Idea, you grant us a non-exclusive, worldwide, royalty-free license to use, modify, and distribute your Idea without any obligation to you.

5. Services, Content, and Specifications

Details of Services available for purchase are provided in the applicable project contract or scope of work. Details of Software functionality are provided in the applicable product documentation. Delays in service delivery or software updates may occur for various reasons, and we will make reasonable efforts to notify you of such delays. By using our Software or engaging our Services, you agree to use them solely in a lawful manner.

6. Subscriptions and Fees

a. Subscription Terms

We may offer subscriptions for our Services or Software. Specific terms related to each subscription will be disclosed at or before the time of purchase. By purchasing a subscription, you agree to those specific terms.

b. Free Trials and Promotional Periods

If a subscription includes a free trial or promotional period, you may cancel the subscription before the trial or promotional period ends. We will notify you via email before the end of the trial or promotional period, giving you the opportunity to cancel before the paid period begins. If you do not cancel, we will charge you accordingly.

c. Cancellation

Your rights to cancel and the methods to notify us of your decision to cancel will be provided at or before the time of purchase. If not otherwise provided, a cancellation notice can be sent to hey@haystack.works and services will be cancelled within 30 days of receipt. All contracted fees continue to apply until the date of cancellation. Any pre-payment for services beyond the cancellation date will be refunded in full within 90 days.

7. Your Account

An account may be required to access certain Software or Services. You must provide accurate information during account creation and update it as necessary. You are responsible for maintaining the confidentiality of your login credentials and for all activities under your account. You must notify us immediately of any unauthorized use. We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason at our sole discretion.

8. Data and Content

You retain ownership of all data and content that you submit, upload, or transmit through the Software ("Your Data"). You grant Haystack a limited license to access, process, and store Your Data solely as necessary to provide the Software and Services to you. We will handle Your Data in accordance with our Privacy Policy.

You are solely responsible for the accuracy, quality, and legality of Your Data and the means by which you acquired it.

9. Software Updates and Availability

Haystack may, at its sole discretion, release updates, patches, or new versions of the Software. Certain updates may be required for continued use. We may also discontinue or modify the Software or any feature at any time with or without notice. We will make commercially reasonable efforts to provide advance notice of any material changes or discontinuations.

10. Sanctions and Export Policy

You may not use our Software or Services for the benefit of countries, organizations, entities, or persons embargoed or blocked by any government, including those on sanctions lists identified by relevant authorities. We do not guarantee that our Software or Services are appropriate or available for any location or jurisdiction.

11. No Warranties

Haystack provides its Software and Services "as is" and "as available," without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, non-infringement, or any other type, except where specifically described in an executed contract or scope of work. We do not guarantee that the Software will be error-free, uninterrupted, secure, or meet your specific requirements. Use of our Software and Services is at your own risk.

Nothing in these Terms excludes, restricts, or modifies any implied warranties or rights under applicable law to the extent prohibited by law.

12. Limitation of Liability

Under no circumstances will Haystack be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Software or Services, including but not limited to lost profits, data loss, personal injury, or property damage, even if advised of the possibility. Haystack is not liable for damages arising from unauthorized access, hacking, or failure to implement security measures. Our total aggregate liability to you will not exceed the greater of the amount you paid us in the three (3) months preceding the event giving rise to the claim or twenty US dollars (USD $20).

These limitations apply regardless of the legal theory, including contract, tort, negligence, or strict liability.

13. Indemnification

You agree to indemnify, defend, and hold harmless Haystack, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from your use of the Software or Services, your violation of these Terms, or your violation of any rights of a third party.

14. Termination

Either party may terminate these Terms at any time by providing written notice. Haystack may suspend or terminate your access to the Software or Services immediately and without notice if you breach any provision of these Terms. Upon termination, your license to use the Software immediately ceases, and you must destroy all copies of the Software in your possession. Sections relating to intellectual property, limitation of liability, indemnification, dispute resolution, and applicable law survive termination.

15. Disputes

a. Binding Arbitration

Any dispute arising out of or related to these Terms or your use of the Software or Services, excluding intellectual property disputes, will be resolved by binding arbitration in Kansas City, Missouri, under the rules of the American Arbitration Association (AAA). The arbitration will be conducted by a single arbitrator. The Federal Arbitration Act governs the arbitration. Judgment on the arbitration award may be entered in any court having jurisdiction.

b. Service of Process

Both parties consent to service of process through personal service at their respective principal addresses.

c. Class Waiver

All disputes will be resolved individually. You and Haystack waive the right to participate in class or representative actions.

d. Provision of an Award

The arbitrator's decision is final and binding. The award may be enforced in Kansas City courts.

e. Fees

Each party will bear their own arbitration costs. The prevailing party may be awarded reasonable attorneys' fees and costs.

f. Confidentiality

The arbitration process and any awards are confidential, except as necessary to prepare for the arbitration, enforce the award, or as required by law.

g. Conflict of Rules

If there is a conflict between this section and the AAA rules, this section prevails. If any provision is held invalid, the remaining provisions remain in effect.

16. Applicable Law

By using our Software or Services, you agree that the laws of the State of Missouri, USA, without regard to its conflict of laws principles, govern these Terms and any disputes arising from them.

17. Modification and Severability

We may modify these Terms at any time by posting changes on our website or providing notice through the Software. Changes take effect prospectively, and continued use of the Software or Services after changes constitutes acceptance of the updated Terms. If any provision is found invalid, the remaining provisions remain enforceable.

18. Entire Agreement

These Terms, together with the Privacy Policy and any applicable order form, scope of work, or subscription agreement, constitute the entire agreement between you and Haystack regarding the subject matter herein and supersede all prior agreements and understandings, whether written or oral.

19. Contact Information

Haystack Midwest, Inc.
403 NE 100th St
Kansas City, Missouri 64156
hey@haystack.works
www.haystack.works