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GateWay Terms of Use

HSP Group maintains and operates the GateWay Platform (“GateWay”), a software platform hosted by HSP Group that enables the Customer and its User(s) to manage and oversee certain global expansion Services offered by HSP Group.

These Terms do not replace but supplement the terms of the Agreement and unless otherwise specified, in the event of any conflict between any provisions of the Terms and the Agreement, these Terms shall take precedence solely as it relates to the access and use of GateWay.

Unless otherwise provided herein, defined terms in these Terms shall have the following meaning:

Agreement: the Master Services Agreement together with a Statement of Work, Engagement Letter, or any other agreement entered by HSP Group (or one of its affiliates) and the Customer detailing the Services. 

Customer: the legal entity that is HSP Group’s counterparty to the Agreement.

Data: information, data, and other content, in any form or medium, that is submitted, posted, processed or otherwise transmitted by the Customer or on Customer’s behalf (including Users) through GateWay (including Personal Data as defined below).

Documentation: manuals, handbooks, guides and other User instructions, documentation and materials made available by HSP to the Customer or Users regarding the capabilities, operation, and use of GateWay.

Force Majeure: an event, which is beyond the reasonable control of the affected party, including but not limited to the loss, failure or malfunction of utilities, computers (hardware or software) or systems failure, failure of equipment, failure or malfunction of communications media, interruption of power supplies, accidents and/or labor disputes and unrest, strike, lock-out, civil or military action, acts of terrorism, war (declared or not), riot, insurrection, sabotage, acts of God, natural disaster and event, epidemic or pandemic, disease, quarantine and governmental actions.

HSP: the HSP Group legal entity that is the Customer’s counterparty to the Agreement.

HSP Group: HSP Group Inc. together with any direct or indirect affiliate from time to time.

Personal Data: the personal information of a natural person.

Services: the services provided to the Customer by HSP Group as detailed in the relevant Agreement.

Terms: the most recent version of these Terms of Use as amended, published, and made available by HSP.

User: an employee or authorized representative of the Customer who is designated by the Customer as authorized to access GateWay, whether through named user credential or other secure access methods.

  1. Acceptance of Terms.
    Acknowledging “I Accept”, “I Agree” or by using GateWay, the User warrants and represents that it is authorized, as a User, to accept these Terms on behalf of the Customer and constitutes acceptance of these Terms which the Customer acknowledges are binding. Upon acceptance of these Terms and subject to the Customer’s and Users’ compliance with the Terms (including any Documentation made available to the Customer) and applicable Agreement, HSP grants the Customer and its Users, during the term of the Agreement, a limited, revocable, non-exclusive, non-transferable, non-licensable right (or sublicense if applicable) to access and use GateWay solely in connection with the Customer’s internal business purposes as it relates to the management and oversight of the Services. Except for the rights expressly granted herein, HSP does not grant, and the Customer shall not obtain any right, license, title, or interest in GateWay or any Third-Party Products. All right, title to and interest in and to GateWay or Third-Party Products remains exclusively with HSP or the corresponding third-party. HSP shall, to the extent necessary and applicable, obtain and maintain authorization from relevant third parties for the Customer to access and use GateWay as contemplated herein.

  1. Availability:
    HSP shall use commercially reasonable efforts to maintain the availability of GateWay. Notwithstanding these efforts,the Customer understands and agrees that GateWay or any part thereof may be periodically unavailable. Such unavailability may be as a result of: (i) platform updates; (ii) scheduled downtime; (iii) any circumstance beyond HSP’s reasonable control; (iv) Customer’s or User’s misuse of GateWay; (v) due to a Force Majeure event; (vi) suspension of Customer’s or User’s access to GateWay in accordance with these Terms; or (vii) due to Customer’s or User’s systems or information technology infrastructure.

  1. Third Parties.
    GateWay may from time to time within the discretion of HSP be integrated with software from third parties (“Third-Party Products”) and access to such Third-Party Products may be subject to the license, conditions and restrictions applicable to such Third-Party Products which are in addition to and/or different from those contained herein. By accessing GateWay and such Third-Party Products the Customer acknowledges it is bound by the following terms: Privacy Policy and Terms of Service applicable to the GateWay EoR Module available at https://www.playroll.com/. HSP reserves the right to enable, disable, replace, or remove any Third-Party Products at any time.

  1. Links to Third Parties.
    GateWay may contain links to third-party websites or services that are not owned or controlled by HSP. HSP has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. The Customer further acknowledges and agrees that HSP shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

  1. Anonymized Data.
    The Customer acknowledges and agrees that, notwithstanding any other provision contained herein or in the Agreement, HSP may aggregate and use anonymized Customer data for analytical purposes (including benchmarking, research, to improve and enhance the functionalities of GateWay and/or the Services), and for commercial use. Without limiting the foregoing, HSP will own all rights, title, and interest in all intellectual property of any aggregated and de-identified reports, summaries, compilations, analysis, statistics, or other information derived therefrom.

  1. New Releases.
    From time to time, HSP may introduce new features, functionalities, enhancements, or service updates (collectively, “New Releases”). Unless otherwise explicitly stated in writing, New Releases are made available without warranty of any kind for a default period of twelve (12) months from the date they are first made accessible to Users. During this period, the Customer acknowledges and agrees that (i) New Releases are made available on an “as is” and “as available” basis without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement, and may contain errors, defects, omissions, bugs, and similar inconsistencies or instabilities and, (ii) HSP has no obligation to correct any such errors. HSP reserves the right to modify or terminate the use of any New Release(s) in its sole discretion. The Customer assumes all risks associated with its use of the New Releases. Nothing in this clause constitutes a commitment by HSP to introduce New Releases as a commercial offering, nor does it create any obligation for HSP to make such New Releases available on a permanent basis.

  1. AI.
    GateWay incorporates artificial intelligence (“AI”) capabilities into certain functionalities to improve, develop, and increase the performance of such functionalities and/or to generate content, information and other outputs. HSP makes no representations or warranties, either express or implied, regarding the accuracy, completeness, reliability, suitability or fitness for a particular purpose of any AI-enabled functionalities or output. AI-generated output is not intended to constitute, nor should it be construed as professional advice of any kind, including, but not limited to, legal, financial or other regulated advice. The Customer acknowledges and agrees that it shall not rely on any such output as a substitute for consultation with qualified professionals.

  1. Right of Access.
    HSP reserves the right, at any time and without prior notice, to access GateWay, including the Customer’s account, as necessary to provide, maintain, administer or enhance the Services and GateWay functionalities, including to technically support GateWay or perform any related compliance activities.

  1. Data Entry.
    The Customer (or HSP acting on the Customer’s behalf) may input the Customer’s Data into GateWay (including in Third-Party Products) to facilitate the Customer’s use of GateWay. The Customer warrants and represents that it has all rights, consents and/or licenses required to provide HSP (and third parties) with access to the Customer’s Data in accordance herewith. The Customer shall be solely responsible for always maintaining the accuracy, quality and compliance with laws or regulations of the Customer’s Data, and the Customer further warrants and represents that such Data shall not contain infringing, libelous, unlawful or tortious material, or any material which violates any third-party privacy rights. The Customer represents and warrants that it has provided all necessary notices to the relevant data subjects and obtained all necessary consents, permissions, or other legal bases as required under applicable data protection laws.

  1. Processing Personal Data.
    The provision of the Services through GateWay may include, as necessary, the processing of Personal Data. It is agreed that all such processing shall be carried out by HSP and accepted by the Customer in accordance with and subject to the provisions contained within the Data Processing Agreement (DPA) and HSP’s Privacy Policy, below:

 

  1. User access.
    HSP shall, during the term of the Agreement, provide Users with remote electronic access to GateWay, except as otherwise established herein.

    (11.1)     The Customer shall be solely responsible for the acts and omissions of its Users. In this regard, the Customer (and its Users) shall not (i) modify, translate, reverse engineer, decompile or disassemble any element of GateWay; (ii) use GateWay in connection with sending unauthorized/unsolicited promotional material, junk email, spam or any other form of unsolicited messages; (iii) harvest, collect, gather or assemble information or data regarding other users or any other third party without their consent; (iv) create any copy of or “mirror” GateWay in any manner and for any purpose; (v) use GateWay to transmit any unlawful, abusive, tortious, threatening, defamatory, vulgar, obscene or otherwise objectionable material of any kind; (vi) use GateWay to transmit any material that infringes on third party rights, including trademark or copyright rights, or to remove, delete or alter any copyright notices or proprietary notices; (vii) use GateWay to transmit any material that contains software viruses or other harmful computer code which disrupt, disable or harm in any manner the operation of any software or hardware including worms, bombs, backdoors, clock, timer, or other disabling device code; (viii) interfere with or disrupt servers, networks, or the use of GateWay by other customers or users; (ix) attempt to gain unauthorized access to GateWay or its related systems or networks, or perform unauthorized penetrating testing on GateWay; or (x) interfere with or disrupt the integrity or performance of GateWay; or (xi) bypass or breach any security device or protection used by GateWay; (xii) access or use GateWay for benchmarking purposes or to develop a competing service. The Customer is solely responsible for ensuring that only appropriate Users have access to GateWay and that such Users have been properly trained in the use of GateWay including on the proper usage of passwords and access procedures with respect to logging. The Customer shall immediately notify HSP of any unauthorized use of passwords or any other security breach that is either suspected or known by the Customer. The Customer shall be liable for, and shall indemnify, defend, and hold harmless HSP against, any damages, losses, cost or claim arising from the Customer’s use of GateWay or any breach of the Terms by its Users.

  1. Intellectual Property.
    All content, features, and functionality available on GateWay, including but not limited to text, graphics, logos, icons, images, audio and video materials, software, code, and the overall design and arrangement thereof (“GateWay Content”) are the property of HSP, its licensors, or other content providers, and are protected by the relevant national and international intellectual property laws including copyright, trademark, patent, trade secret, and all other proprietary rights. Except for the limited use contemplated in these Terms, nothing in these Terms grants the Customer or the Users any ownership, right, title or interest in or to (including any license under) any intellectual property rights associated with GateWay or the GateWay Content.

 

  1. Term.
    Access to GateWay and/or the relevant GateWay Module or functionality will be for the duration established in the relevant Agreement. Unless stated otherwise, the term of each module will be for one year counted from the effective date, followed with automatic successive annual renewal terms for a period that is coterminous with the corresponding core Service.

    (13.1)     If the Customer fails to pay within the agreed payment term any fees or charges that are not the subject of a reasonable and bona fide dispute, HSP reserves the right to suspend or permanently terminate the Customer’s access to GateWay without liability and without limiting its other rights and remedies. Additionally, HSP retains the right to suspend or terminate access to GateWay if HSP believes, in good faith, (i) that the Customer or User has failed to comply with the terms of the Agreement or these Terms; (ii) Customer or its Users are infringing any intellectual property rights of HSP or of a third party; (iii) that a User’s account is fraudulent; (iv) that it is necessary to maintain the security, quality or integrity of GateWay or to prevent misuse.

    (13.2)     Unless access is otherwise suspended or terminated in accordance with Clause 13.1, access to GateWay or the relevant module within GateWay will be terminated upon the termination of the corresponding core Service. Once access expires or terminates (except for Customer’s or its User’s breach), the User(s) will continue to have limited access to download the Data or information provided, inputted, or uploaded (together with any relevant deliverables or reports) which may be available in GateWay for a period of thirty (30) days after the effective date of expiration or termination. Any additional support is considered out of scope and will be scoped and priced upon request. After such thirty (30) day period HSP shall have no obligation to maintain any such Data or information in GateWay.

    (13.3)     Upon termination and subject to Clause 13.2, all rights to access and use GateWay shall automatically terminate, and Customer shall promptly delete or return all related document or materials, unless otherwise provided in the Agreement.

  1. Waranty.
    HSP WARRANTS THAT, DURING THE TERM OF THIS AGREEMENT, GATEWAY WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE THEN-CURRENT, APPLICABLE DOCUMENTATION MADE AVAILABLE BY HSP TO CUSTOMER, WHEN USED IN ACCORDANCE WITH SUCH DOCUMENTATION, THESE TERMS, THE AGREEMENT, AND UNDER NORMAL OPERATING CONDITIONS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ACCESS TO GATEWAY IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND AND HSP DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT HSP DOES NOT WARRANT THAT THE SERVICES AND ACESS TO GATEWAY WILL BE PROVIDED IN AN UNINTERRUPTED OR ERROR FREE FASHION AT ALL TIMES OR THAT THE SERVICES AND ACCESS TO GATEWAY WILL MEET THE CUSTOMER’S REQUIREMENTS. HSP DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR ACCESS TO GATEWAY.

 

  1. Exclusions of Remedies; Limitation of Liability.
    IN NO EVENT WILL HSP BE LIABLE TO THE CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM. THE AGGREGATE LIABILITY OF HSP TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR CUSTOMER’S USE OF GATEWAY, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR INDEMNIFICATION OR ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE GATEWAY FEES PAID OR PROPERLY PAYABLE BY THE CUSTOMER TO HSP FOR THE USE OF GATEWAY FOR THE TWELVE (12) MONTHS PRECEDING THE TIME OF SUCH CLAIM. NOTHING IN THESE TERMS SHALL LIMIT ANY WARRANTIES OR RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.


  1. General
    (16.1) Governing Law, Jurisdiction.     All disputes, claims or controversies arising out of these Terms, or the validity or performance, or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware USA, without regard to its rules of conflict of laws. Each of the parties hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the applicable courts in the State of Delaware for any litigation among the parties arising out of or relating to these Terms or the validity or performance, waives any objection to the laying of venue of any such litigation in the Delaware courts and agrees not to plead or claim in any Delaware court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the Delaware courts.

 
(16.2) Updates and Changes. HSP reserves the right to update, upgrade, modify, change, improve, and/or redesign GateWay or any of its functionalities or modules at any time, including functionalities or modules supported by third parties. HSP further reserves the right to discontinue any functionality or module of GateWay. All subsequent updates, upgrades, revisions and changes to GateWay or any component thereof shall be governed by the most current version of these Terms, as they may be amended by HSP from time to time. HSP reserves the right, at its sole discretion, to update, modify or replace these Terms, in whole or in part, at any time. HSP will use commercially reasonable efforts to notify the Customer of material change in advance. Continued access or use of GateWay following any change to these Terms constitutes acceptance of such changes. The Customer and each User may review the most current version of these Terms at: https://hsp.com/terms-of-use

(16.3) No-Waiver. The failure or delay of HSP to exercise or enforce any right or provision of these Terms or Agreement shall not constitute a waiver of such right or provision. Any waiver must be expressed in writing and signed by an authorized representative of HSP Group.