Haystack Midwest Terms of Use

Last Updated: April 27, 2024

Haystack Midwest, LLC. and/or its affiliates ("Haystack Midwest,” “Haystack”, “we,” or “us”) operate a software-services-for-hire product (”Haystack Midwest Services”, “Retainer”, “Software Services”) which may be purchased as a monthly retainer service to its customers (”client(s)”, “you”).

These Terms of Use apply to the to the Haystack Midwest Services. These Terms of Use do not apply to products or services that we make available under different terms, such as fixed bid development project, which are covered under their respective agreements.

1. Information You Provide to Us

You may provide information about yourself when you subscribe to Haystack Midwest Services. We may need to send you emails or messages to verify your identity or provide important information. By using Haystack Midwest 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 increase the risk to your business.

2. Haystack Midwest Intellectual Property (IP)

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 Haystack Midwest Services (“Haystack Midwest IP”) are exclusively owned by Haystack Midwest and its licensors, except where identified as created as “work for hire” for the customer. Haystack Midwest IP is protected by applicable intellectual property laws, and all rights not expressly granted to you in these Terms of Use are reserved.

You may submit comments or ideas about improvements to Haystack Midwest Services or our 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.

3. Access to Haystack Midwest Services

Haystack Midwest grants you a limited, revocable, non-exclusive, non-transferable license to access and use Haystack Midwest Services for its intended purposes. This license does not include the right to use any content or information, including service listings, beyond what is explicitly permitted. Unauthorized use will result in automatic termination of your permissions and/or licenses.

4. Services, Content, and Specifications

Details of the services available for purchase (“Haystack Midwest Services”) are provided in the project contract or scope of work. Delays in service delivery may occur for various reasons, and we will make reasonable efforts to notify you of such delays and update you on the revised schedule. By engaging our services, you agree to use them solely in a lawful manner.

5. Retainer Subscriptions

a. Subscription Terms

We offer retainer-style subscriptions for our services through Haystack Midwest Services. 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. If an online cancellation mechanism is not provided, you may cancel by contacting us directly. 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, and your cancellation rights will follow the specific subscription terms.

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 subscription 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 of the cancellation date.

6. Your Account

Creating an account may be required to access Haystack Midwest Services and purchase 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. We reserve the right to terminate your account at any time for any reason.

7. No Physical Products

Haystack Midwest exclusively offers software services.

8. Sanctions and Export Policy

You may not use Haystack Midwest Services or purchase any Haystack Midwest 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 services are appropriate or available for any location or jurisdiction and do not ensure compliance with local laws governing export, import, or foreign use.

9. No Warranties

Haystack Midwest provides documentation, IP, 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 the accuracy, reliability, or correctness of any data provided to us, that our services will meet your specific needs, that the Portal will be available continuously or securely, or that defects will be corrected. Use of our services is at your own risk, and you are responsible for any damage resulting from such use.

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

10. Limitation of Liability

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

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

11. Disputes

a. Binding Arbitration

Any dispute arising out of or related to these Terms of Use or your use of the Portal 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 and administered by the AAA. 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. This does not affect the right to serve process in any other legally permitted manner.

c. Class Waiver

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

d. Provision of an Award

Arbitrators may award monetary damages and other remedies allowed by Missouri law. The arbitrator’s decision is final and binding, without authority to modify the agreement. The award can be enforced in Kansas City courts.

e. Fees

Each party will bear their own arbitration costs, and the AAA will handle the fees. 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.

12. Applicable Law

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

13. Modification and Severability

We may modify these Terms of Use at any time by posting changes on our website. Changes take effect prospectively, and continued use of services after changes constitutes acceptance of the new terms. If any provision is found invalid, the remaining provisions remain enforceable.

14. Contact Information

Haystack Midwest, Inc.

403 NE 100th St

Kansas City, Missouri, 64156