Effective Date: 25 July 2025
Last Updated: 25 July 2025
These Terms of Service ("Terms") constitute a legally binding agreement between you ("customer", "you", "your") and Hawcx Inc. ("Hawcx", "we", "us", "our") governing your access to and use of the Hawcx passwordless authentication platform and related services, including software development kits ("SDKs"), application programming interfaces ("APIs"), admin consoles, analytics dashboard, and any other software or services provided by Hawcx (collectively, the "Services").
By accessing, installing, integrating, or using any part of the Services, you agree to be bound by these Terms and acknowledge that you have read, understood, and consent to be bound by these Terms and the Privacy Policy. If you do not agree to all of the terms and conditions set forth herein, you must not access or use the Services.
If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such a case, the terms "you" and "your" shall refer to that entity. If you do not have such authority, you must not use the Services.
We may revise these Terms from time to time at our sole discretion. If we make material changes, we will provide notice via email or through the Services. The updated Terms will be effective as of the date specified in the notice, or if not specified, then as of the date of publication. Your continued use of the Services after such notice constitutes your acceptance of the updated Terms.
TABLE OF CONTENTS
SCOPE OF SERVICES
ACCOUNT REGISTRATION AND API KEYS
ACCEPTABLE AND PROHIBITED USAGE POLICY
PRIVACY
INTELLECTUAL PROPERTY
SERVICE LEVEL AGREEMENT (SLA)
PRICING AND PAYMENT TERMS
SUPPORT AND MAINTENANCE
ACCESS AND USE OF THE INTERNET
THIRD PARTY SERVICES
DATA PROCESSING AND SECURITY
INDEMNIFICATION
LIMITATION OF LIABILITY
DISCLAIMER OF WARRANTY
TERMINATION
GOVERNING LAW
DISPUTE RESOLUTION
MISCELLANEOUS
CONTACT
1. SCOPE OF SERVICES
1.1. Hawcx provides a secure and scalable passwordless authentication platform for enterprise customers. The platform uses Zero Knowledge Authentication ("ZKA") to verify user identity without requiring or storing passwords, enabling a frictionless login experience across web, mobile (iOS and Android), and API-integrated applications. All integrations are implemented using SDKs.
1.2. Access to the Services is available exclusively to business-to-business (B2B) enterprise customers under a formal commercial arrangement. The Services are not intended for individual consumer use, personal projects, or open developer access.
1.3. The Hawcx platform includes, without limitation, the following features and capabilities:
a. Passwordless authentication. Eliminates traditional password-based login systems, reducing the risk of credential compromise.
b. Zero Knowledge Authentication (ZKA). Enables cryptographic identity verification without storing sensitive credentials on the server or client.
c. Cross-platform support. Offers seamless integration across web, iOS, and Android platforms for a consistent user experience.
d. Dynamic key generation. Automatically regenerates private keys for each session or device event to ensure elevated cryptographic security.
e. Device-independent operation. Operates without requiring users to depend on a single device or platform, promoting flexibility and resilience.
f. Biometric integration. Supports biometric authentication methods, including fingerprint and facial recognition, where available on end-user devices.
g. SDK-based integration. Provides lightweight, developer-friendly tools that require minimal implementation effort (typically five lines of code) for rapid deployment and low overhead.
1.4. Service availability. Hawcx uses commercially reasonable efforts to provide 99.9% uptime for its core Services. Scheduled maintenance periods will be communicated in advance whenever feasible. Emergency maintenance may be performed without prior notice in the event of critical incidents or security concerns.
2. ACCOUNT REGISTRATION AND API KEYS
2.1. Access to the Services requires the creation of an enterprise account with Hawcx. To register, the customer must provide accurate, complete, and up-to-date information, including a designated business contact and a valid corporate email address. The customer agrees to promptly update any such information in the event of a change and acknowledges that failure to maintain accurate account details may result in limited access or suspension of Services. Each enterprise account may be subject to identity verification and execution of a commercial agreement prior to activation.
2.2. Upon account activation, Hawcx will issue one or more unique API keys to enable integration with the Services. These API keys serve as authentication credentials for accessing the Hawcx platform programmatically.
2.3. The customer is solely responsible for the confidentiality, security, and appropriate use of its API keys. API keys must not be shared, disclosed, or transferred to any unauthorized third party. The customer must immediately notify Hawcx of any actual or suspected loss, theft, or unauthorized use of its API keys. Hawcx reserves the right to revoke or regenerate API keys in its sole discretion for security, compliance, or operational reasons.
2.4. Hawcx may suspend or terminate access to the Services, in whole or in part, without prior notice if:
a. The customer breaches these Terms or any applicable agreement;
b. API keys are misused, compromised, or used in a manner that poses a risk to the integrity or security of the Services;
c. The account is inactive for a prolonged period or is associated with fraudulent, unlawful, or abusive conduct.
You agree that such suspension or termination shall be without prejudice to any other rights or remedies available to Hawcx under these Terms or applicable law.
3. ACCEPTABLE AND PROHIBITED USAGE POLICY
3.1. You may access and use the Services solely for internal business purposes in accordance with these Terms and ancillary documents provided by Hawcx, which include:
a. Integration of passwordless authentication into enterprise applications. As part of the Services, the customer may embed Hawcx's SDKs and APIs into its proprietary or licensed applications in order to implement secure, passwordless authentication workflows for employees or other authorized users. Integration may occur across web, iOS, Android, or API-based environments.
b. Providing secure authentication functionality to end users. The Services may be used to facilitate secure user identity verification within the customer's applications, ensuring that end users can log in or access protected resources without the use of traditional passwords. The platform's ZKA mechanism ensures cryptographic integrity without compromising user credentials.
c. Developing, testing, and evaluating implementations. The customer may configure and test integrations in non-production environments for the purpose of validating compatibility, customizing implementation logic, or optimizing authentication flows before deploying to live systems. Such activities must be conducted within the bounds of any agreed-upon usage limits and consistent with Hawcx's documentation.
d. Access to documentation and developer resources. The customer may access Hawcx's online technical documentation, SDK references, integration guides, and other developer tools to support authorized implementation and maintenance of the Services. Access to such resources is intended solely for use by the customer's authorized personnel and may not be shared externally or redistributed without Hawcx's prior written consent.
3.2. The customer shall not, and shall ensure that its users do not indulge in the following prohibited activities:
a. Use the Services in any manner that violates applicable laws, regulations, or third-party rights;
b. Reverse engineer, decompile, disassemble, attempt to extract source code from, or otherwise attempt to derive the architecture of the Services or any component thereof;
c. Use the Services to build or offer a competing authentication solution;
d. Circumvent, disable, or interfere with any rate limits, usage restrictions, access controls, or security mechanisms implemented by Hawcx;
e. Use the Services in connection with any application, system, or environment that facilitates fraud, identity theft, misinformation, or other deceptive practices;
f. Deploy the Services in high-risk environments such as medical devices, nuclear facilities, aviation systems, or other safety-critical applications without Hawcx's prior written consent.
4. PRIVACY
Upon receipt of the Services, we utilize your information in accordance with our Privacy Policy available on our website.
5. INTELLECTUAL PROPERTY
5.1. Ownership. All rights, title, and interest in and to the Services and all underlying technology, software, inventions, algorithms, cryptographic processes, methods, designs, source code, object code, data models, user interfaces, visual elements, technical architecture, and associated documentation (collectively, the "Hawcx IP") are and shall remain the sole and exclusive property of Hawcx. This includes, without limitation:
a. All proprietary software, APIs, SDKs, command structures, and system logic;
b. All documentation, configuration files, sample code, integration guides, and related resources;
c. All registered and unregistered trademarks, service marks, domain names, logos, trade dress, and branding assets;
d. All trade secrets, know-how, patentable inventions, and patent applications (whether pending or granted) relating to the Services or any enhancements thereof.
Except for the limited license expressly granted herein, no rights are granted to you under any patent, copyright, trade secret, trademark, or other intellectual property right, whether by implication, estoppel, or otherwise.
5.2. Limited license grant. Subject to these Terms and applicable commercial agreements, Hawcx hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business operations and in accordance with the commercial agreements and ancillary documentation. This license permits you to integrate the Services into your enterprise applications, configure and deploy SDKs within permitted environments, and allow authorized users within your organization to access the functionality of the Services. You shall not use the Services for the benefit of any third party, nor shall you resell, distribute, white-label, or otherwise commercially exploit the Services beyond the scope expressly authorized herein.
5.3. Restrictions. Except as otherwise expressly permitted under these Terms, you shall not and shall not permit any third party to:
a. Remove, obscure, or alter any proprietary notices, labels, or marks (including copyright or trademark notices) from the Services or documentation;
b. Circumvent any access restrictions, rate limits, usage thresholds, or security mechanisms associated with the Services;
c. Modify, copy, adapt, translate, or create derivative works of the Services or any portion thereof;
d. Use the Services in any way that infringes, misappropriates, or otherwise violates the intellectual property rights of any third party;
Any unauthorized use of the Services constitutes a material breach of these Terms and may result in civil and criminal penalties.
5.4. Customer data and applications. As between the parties, you retain all rights, title, and interest in and to:
a. All software applications, codebases, platforms, and services that you own or develop independently of Hawcx, including any custom integrations with the Services (collectively, "Customer Applications"); and
b. All data, information, content, and materials (including personal data, end-user data, or enterprise data) that you or your authorised user input, transmit, store, or otherwise process through the Services ("Customer Data").
You hereby grant Hawcx a non-exclusive, worldwide, royalty-free license to access, use, store, copy and display Customer Data solely as necessary to (i) provide, maintain, and support the Services; (ii) comply with applicable law or enforceable governmental requests; and (iii) analyze usage in an aggregated and anonymized manner for service performance or product improvement.
5.5. Feedback and suggestions. To the extent you provide Hawcx with any feedback, suggestions, ideas, enhancement requests, recommendations, corrections, or other input relating to the Services (collectively, "Feedback"), you hereby grant Hawcx a worldwide, irrevocable, perpetual, royalty-free, sublicensable, and transferable license to use, reproduce, incorporate, disclose, and otherwise exploit such Feedback for any lawful purpose, including to improve and develop the Services, without attribution, compensation, or restriction of any kind.
5.6. All rights not expressly granted to you under these Terms are reserved by Hawcx. Nothing in these Terms shall be construed to confer upon you any right, title, or interest in or to the Hawcx IP or any goodwill associated therewith.
6. SERVICE LEVEL AGREEMENT (SLA)
6.1. Uptime Commitment. Hawcx will use commercially reasonable efforts to ensure its API-based Services are available 99.9% of the time during each calendar month ("Uptime Commitment"), excluding periods of scheduled maintenance or emergency interventions. Availability is measured based on the successful response of the core authentication APIs from our primary production environment.
6.2. Performance standards. The Services are designed and maintained to meet the following performance objectives under normal operating conditions:
a. Authentication response time. Less than 2 seconds for standard end-user authentication requests;
b. API response time. Less than 500 milliseconds for most platform API operations;
c. Monitoring and alerts. Real-time monitoring systems are in place to detect service anomalies, latency issues, and downtime events. Automated alerts are generated for internal escalation and incident response.
These benchmarks represent targeted service levels and, although not guaranteed, Hawcx endeavours to maintain them consistently.
6.3. Exclusions from Uptime Commitment. For purposes of calculating service availability under this Uptime Commitment, the following events shall be excluded and shall not be deemed unavailability of the Services.
a. Customer related issues, including but not limited to misconfiguration, implementation errors, or failure to follow integration instructions or SDK usage guidelines provided by Hawcx;
b. Force majeure events as defined under the "Miscellaneous" section of these Terms;
c. Downtime attributable to third-party service providers or infrastructure, including without limitation, hosting providers (e.g., AWS, Azure), internet service providers, cloud platforms, or other external systems not under Hawcx's direct control;
d. Beta features, experimental functionality, or services designated as preview, evaluation, or pilot by Hawcx;
e. Any period during which the customer is in breach of these Terms, including non-payment or usage violations, and such breach materially impacts service availability.
6.4. Scheduled and emergency maintenance. Hawcx may perform routine maintenance to upgrade infrastructure, apply patches, or improve system functionality:
a. Scheduled maintenance. Scheduled maintenance will be communicated to customers with at least 24 hours advance notice and, whenever possible, performed during low-traffic periods.
b. Emergency maintenance. Emergency maintenance may be conducted without prior notice in the event of security vulnerabilities, critical system failures, or risk of data loss.
All maintenance windows, whether scheduled or emergency, are expressly excluded from the Uptime Commitment calculation.
6.5. Service credits. In the event that Hawcx fails to meet the Uptime Commitment in any given calendar month (excluding maintenance and Force Majeure events), the customer may be eligible to receive a pro-rated service credit as outlined in the applicable commercial agreement. Service credits must be requested in writing within thirty (30) days of the month in which the failure occurred and shall constitute the customer's sole and exclusive remedy for any unavailability or performance degradation of the Services.
7. PRICING AND PAYMENT TERMS
7.1. Pricing structure. Hawcx provides access to the Services under a B2B pricing model structured around authentication volume, service tier, and contractual scope. Pricing is volumetric and usage-based, meaning charges are determined based on the number of end-users, licenses, SDK activations, or other defined usage metrics linked to the customer's implementation of the platform. Standard pricing information is available upon request or as published by Hawcx and may be updated periodically. Customized pricing tiers may be available for high-volume or enterprise deployments.
7.2. Proof of Concept. Hawcx typically engages with enterprise customers through a structured prototyping and paid proof-of-concept ("POC") phase, during which the customer may evaluate the Services in a controlled environment. Upon successful completion of this phase, the customer transitions to a subscription-based enterprise license, governed by a Service Order, Statement of Work (SOW), or other executed commercial agreement.
7.3. Onboarding and implementation support. Hawcx provides onboarding support to enterprise customers, which may include technical migration from legacy systems, SDK configuration, infrastructure consultations, and production environment activation. These implementation services are separately chargeable and are not included in the base subscription fee. Fees for onboarding or related support shall be invoiced as part of the customer's initial implementation and subject to the same payment terms outlined below.
7.4. Payment terms. Unless otherwise specified in a commercial agreement:
a. The charges for Services are billed monthly in advance based on the customer's subscribed tier or actual usage metrics;
b. Invoices are due and payable within thirty (30) calendar days of the invoice date;
c. Payments must be made in U.S. Dollars (USD), unless otherwise agreed in writing;
d. Failure to pay on time may result in Service suspension, restricted access, late fees, or account termination; and
e. All fees and payments are non-refundable.
7.5. Price changes. Hawcx reserves the right to revise its pricing, usage tiers, or billing methodology at any time, upon providing the customer with at least thirty (30) days' prior written notice. Such changes shall apply prospectively to future billing cycles and shall not affect the pricing terms of any active and unexpired Service order unless otherwise agreed.
7.6. Taxes. All charges under these Terms are exclusive of applicable federal, state, local, or foreign taxes, levies, duties, or similar governmental assessments of any nature. The customer is solely responsible for the payment of all such taxes arising from its subscription to or use of the Services, except for taxes based solely on Hawcx's net income.
7.7. Third-party payment processors. Hawcx uses third-party payment service providers to facilitate billing and payment processing. All financial transactions between the customer and Hawcx are subject to the terms, conditions, and privacy policies of the applicable payment processor. Hawcx is not responsible for any errors, service interruptions, or breaches arising from the payment processor's systems. We disclaim all liability arising from or related to the performance of third-party payment gateways.
8. SUPPORT AND MAINTENANCE
8.1. Hawcx currently provides the following support channels to assist customers with the use and implementation of the Services:
a. Technical documentation and developer resources. Comprehensive guides, SDK references, and implementation instructions are made available via the Hawcx documentation portal;
b. Community resources. Informal support through developer communities, public discussion threads, or knowledge base articles (where available);
c. Enterprise onboarding support. Customers under an active enterprise agreement may receive limited implementation assistance during onboarding, migration, or platform cutover, subject to commercial terms and Section 7.3 of these Terms.
8.2. Hawcx continuously maintains and improves the Services through the following activities:
a. Security patching. Critical updates and security patches are deployed automatically as part of ongoing infrastructure management;
b. Performance enhancements. Improvements to platform efficiency, stability, and scalability may be rolled out periodically without notice;
c. Feature releases. New features and functional enhancements may be introduced from time to time, with release notes provided via documentation;
d. Deprecation notices. In the event that any feature or component of the Services is deprecated, reasonable notice will be provided along with recommended migration paths or alternatives, where feasible.
Hawcx reserves the right to modify or discontinue features or functionality at its discretion as part of the evolution of the platform.
9. ACCESS AND USE OF THE INTERNET
9.1. While Hawcx employs commercially reasonable efforts to ensure the availability of the Services, you acknowledge and agree that temporary interruptions may occur. Such interruptions may result from routine maintenance or upgrades within Hawcx's control, or from external factors beyond our reasonable control, including but not limited to network failures, third-party outages, or other unforeseeable events.
9.2. You are solely responsible for obtaining, configuring, and maintaining all hardware, software, network connectivity, and other resources necessary to access and use the Services. Use of the internet involves inherent risks, and Hawcx disclaims all responsibility for the security, reliability, or availability of any internet connection used in accessing the Services. Hawcx shall not be liable for any delays, interruptions, data loss, or transmission errors that may occur during your access to the Services.
10. THIRD PARTY SERVICES
While utilising the Services, you agree that when you access third-party resources on the internet, you do so at your own risk. We are not responsible or liable for the accuracy, legality, or any other aspect of such websites or resources. You further acknowledge that Hawcx will not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such services available on a third-party website.
11. DATA PROCESSING AND SECURITY
11.1. To the extent that the Services involve the processing of personal data on behalf of the customer, Hawcx shall act as a service provider or processor, as applicable, and shall process such data in accordance with applicable data protection laws, including but not limited to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 ('CCPA').
11.2. Hawcx shall implement and maintain appropriate technical and organizational measures to safeguard personal data against unauthorized access, loss, or disclosure. A Data Processing Addendum ("DPA") outlining the respective roles, obligations, and safeguards related to such processing is available upon request and shall form an integral part of these Terms when executed by the parties.
12. INDEMNIFICATION
12.1. You agree to indemnify and hold harmless Hawcx, its owners, affiliates, officers, directors, managers, and employees from and against any claims, actions, demands, liabilities, losses, damages, settlements, and expenses, including, without limitation, reasonable legal and attorney's fees, arising directly or indirectly out of or related to (i) your violation of these Terms; (ii) activities in connection with your use of the Services; (iii) any breach of your representation and warranties as documented in the commercial agreements; and (iv) your violation of applicable laws and regulation. You further agree to cooperate, as reasonably required, in the defense of any such claim.
12.2. Hawcx reserves the right to assume the exclusive defense and control of any matter subject to indemnification under this provision, and you agree not to settle any such matter without our prior written consent.
12.3. Further, we agree to indemnify and hold you harmless from and against any third-party claims, demands, actions, or proceedings alleging that the use of the Services, as authorized under these Terms, infringes or misappropriates any valid intellectual property rights of such third-party (each, a "Covered Claim"). This indemnity shall not apply to claims arising out of or relating to (i) any unauthorized use, modification, or combination of the Services with other products, services, or technologies not provided by Hawcx; (ii) compliance with your specifications or instructions; or (iii) your failure to implement updates or modifications provided by Hawcx that would have prevented the Covered Claim. Hawcx's indemnification obligations under this Section are strictly conditional upon the following conditions:
a. Prompt written notice. You must provide us with immediate written notice of the Covered Claim, including all material facts, documents, and correspondence. Any delay in notice that adversely impacts Hawcx's ability to defend the claim shall relieve us of our indemnity obligations to that extent;
b. Sole control of defense and settlement. You must permit us to assume sole control over the defense and settlement of the Covered Claim, provided that any settlement that imposes any non-monetary obligation or admission of liability on your part shall require your prior written consent (not to be unreasonably withheld or delayed);
c. Reasonable cooperation. You must provide Hawcx with all reasonable assistance, information, and cooperation in the defense of the Covered Claim.
13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HAWCX, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF HAWCX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL CUMULATIVE LIABILITY OF HAWCX FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO HAWCX FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.
This limitation is cumulative and shall not be increased by the existence of more than one claim or incident.
14. DISCLAIMER OF WARRANTY
THE SERVICES, INCLUDING ALL SOFTWARE, APIs, DOCUMENTATION, AND ANY RELATED CONTENT OR OUTPUT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAWCX EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
HAWCX MAKES NO GUARANTEES REGARDING THE RELIABILITY, SECURITY, OR PERFORMANCE OF THE SERVICES OR THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.
You acknowledge and agree that your use of the Services is at your sole risk, and you are solely responsible for ensuring that the Services, as implemented, are appropriate for your specific use case and operational environment.
15. TERMINATION
15.1. Termination by the customer. You may terminate these Terms at any time by ceasing all access to and use of the Services and formally closing your account, subject to continuing payment or contractual obligations. Termination shall not relieve you of any accrued payment obligations or other liabilities incurred prior to the effective date of termination.
15.2. Termination by Hawcx. Hawcx may suspend or terminate your access to the Services, in whole or in part, immediately or upon written notice, under the following circumstances:
a. If you materially breach these Terms or any applicable agreement;
b. If you fail to pay any undisputed fees or charges within the applicable payment period;
c. If HAWCX elects to discontinue the Services generally or any portion thereof;
d. For convenience, with no less than thirty (30) days' prior written notice.
Suspension may be applied temporarily (e.g., for late payments or compliance breaches) and may be lifted upon remediation. In the case of repeated or material non-compliance, Hawcx reserves the right to proceed with full termination without any prior written notice.
15.3. Effect of termination. Upon expiration or termination of these Terms for any reason:
a. Your right to access and use the Services shall immediately cease;
b. You shall remain liable for all fees and charges incurred prior to the effective date of termination;
c. Hawcx may, but is not obligated to, retain or delete your account data and associated content after a commercially reasonable retention period, subject to applicable legal or contractual obligations;
d. Any provisions of these Terms that by their nature are intended to survive termination, including but not limited to provisions related to intellectual property, limitations of liability, disclaimers, and indemnification, shall remain in full force and effect.
16. GOVERNING LAW
The provisions set forth herein must be governed by and construed in accordance with the laws of the State of California, United States.
17. DISPUTE RESOLUTION
KINDLY REVIEW THIS SECTION CAREFULLY, AS IT CONTAINS IMPORTANT CONSEQUENCES FOR YOUR LEGAL RIGHTS, INCLUDING LIMITATIONS ON YOUR ABILITY TO BRING CLAIMS IN A COURT OF LAW.
17.1. Informal dispute resolution. In the event of any dispute, controversy, or claim arising out of or relating to these Terms or your use of the Services (a "Dispute"), you agree to first engage in good-faith efforts to resolve the matter informally by contacting Hawcx at support@hawcx.com. Your written notice must include: (i) your name and contact information; (ii) a concise description of the nature and basis of the Dispute; and (iii) the specific relief sought. Hawcx will respond in good faith, and both parties agree to use reasonable efforts to resolve the Dispute amicably within sixty (60) days of receipt of such notice. If Hawcx initiates a Dispute, it will send notice to your designated account email address, including similar details.
17.2. Binding arbitration. If the parties are unable to resolve the Dispute through informal means within sixty (60) days, then either party may elect to submit the Dispute to a final and binding arbitration. Such arbitration proceedings will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English and take place within the jurisdiction of the State of California, United States.
17.3. Any arbitration demand or counterclaim filed by either party shall contain sufficient detail to provide the opposing party with reasonable notice of the identity of the claimant, the nature of the claims asserted, and the material factual allegations supporting those claims. Such submission shall further include satisfactory evidence establishing that the claimant is a party to these Terms of Service and all other agreements, if executed amongst the parties.
17.4. The parties agree and acknowledge that to the maximum extent permissible by law, all arbitration proceedings shall be conducted solely on an individual basis, and not as a class, collective, consolidated, or representative action suit. You expressly waive any right to file or participate in a class action or class arbitration.
17.5. The arbitration shall be conducted by a panel of three (3) neutral arbitrators. Each party shall appoint one arbitrator, and the two appointed arbitrators shall mutually select the third. All arbitrators shall be independent, impartial, and free of conflicts. The arbitration panel shall have the authority to award any relief available under applicable law or equity, including injunctive relief and attorneys' fees. The arbitral award shall be final and binding on the Parties.
17.6. The panel will possess exclusive authority to adjudicate all disputes and is empowered to grant any relief that would be accessible in a court of law pursuant to legal principles or equitable doctrines. The panel shall have the authority to award sanctions if claims and submissions are found to be frivolous and in bad faith.
17.7. The parties agree that any award of damages or other relief granted in arbitration shall be consistent with the "Limitation of Liability" section of these Terms, no arbitration award or decision shall have any preclusive or collateral estoppel effect with respect to any claims or issues in a separate dispute involving any person or entity who is not a named party to the arbitration. The determination rendered by the arbitrator will be conclusive and obligatory for both parties.
17.8. Notwithstanding the foregoing, the parties agree to the exclusive jurisdiction of the local courts of the State of California in the event of claims for the alleged infringement or misappropriation of intellectual property, including patents, copyrights, and trademarks.
18. MISCELLANEOUS
18.1. Entire agreement. These Terms, along with other legally executed commercial agreements between the parties, constitute the entire agreement between you and Hawcx.
18.2. Force Majeure. Hawcx shall not be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from causes beyond its reasonable control. These causes may include, without limitation, acts of God or natural disasters; extreme weather conditions; fire, flood, or other environmental catastrophes; war, terrorism, insurrection, civil unrest, or other acts of public disorder; epidemics, pandemics, or public health emergencies; governmental actions, embargoes, or trade restrictions; labor disputes or strikes; or failures, disruptions, or outages in major computer systems, infrastructure, networks, or third-party service providers.
18.3. Notices. Unless otherwise specified in these Terms, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
18.4. Severability. In the event that any of the provisions of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.
18.5. Assignment. You may not assign, delegate, or otherwise transfer these Terms, or any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Hawcx. Any attempted assignment in violation of this provision shall be null and void.
18.6. Export controls. You acknowledge and agree that the Services, including any software, technology, or technical data provided by us, may be subject to applicable export control and sanctions laws, including those of the United States and other jurisdictions. You agree to comply with all such laws and regulations and shall not, directly or indirectly, export, re-export, transfer, or disclose any part of the Services or related technical information to any jurisdiction, entity, or individual prohibited under applicable law.
18.7. Independent relationship. These Terms of Service do not create any agency, partnership, joint venture, or employment relationship between the parties involved. Neither party has the authority to act on behalf of or legally bind the other in any way.
19. CONTACT
For questions or support, contact us at:
Email: support@hawcx.com