TERMS AND CONDITIONS

 Thank you for selecting our free Azure Cost Optimization Assessment (“Assessment”). The Assessment is provided by Hanu Software Solutions, Inc. (“Hanu”), located at 4390 US Highway 1, Suite 200, Princeton, NJ 08540.  By using our Assessment, you are agreeing to these Terms and Conditions (“Terms”). These Terms are important and affect your legal rights, so please read them carefully. These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise.  You represent and warrant that you are authorized to accept these Terms and that you agree to be responsible to us if you violate these Terms. Hanu reserves the right to change or modify these Terms at any time and in our sole discretion.

  • LICENSE

You are hereby granted a limited, nonexclusive, nontransferable, non sublicensable license to access and use the Assessment and does not include any right to use the Assessment other than for its intended purpose. Any use of the Assessment other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.  Unless otherwise indicated in writing by us, the Assessment and all content and other materials contained therein, including, without limitation, all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Hanu or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.  Notwithstanding anything to the contrary in these Terms, the Assessment may include software components provided by Hanu or a third party that are subject to separate license terms, in which case those license terms will govern such software components.

  • TRADEMARKS AND COPYRIGHTS

In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Assessment by users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others.  Hanu makes no claim or representation regarding the quality, content, nature or reliability of third-party websites accessible by hyperlink from the Assessment. Such sites are not under our control and we provide these links to you only as a convenience. The inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained therein. Except as otherwise provided herein, when you leave the Assessment, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Assessment.

  • CONDUCT

You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Assessment. You agree that you will abide by these Terms and will not: (a) use the Assessment in any manner that could interfere with, disrupt, negatively affect others or that could damage, disable, overburden or impair the functioning of the Assessment in any manner; (b) reverse engineer any aspect of the Assessment or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Assessment or attempt to circumvent any content-filtering techniques we employ or attempt to access any feature of the Assessment that you are not authorized to access; (c) develop any third party applications that interact with the Assessment without our prior written consent; or (d) use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Assessment, extract data or otherwise interfere with or modify the Assessment.

  • INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Hanu, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Hanu Parties”), from and against all actual or alleged Hanu Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) any use or misuse of the Assessment by you or any third party you authorize to access or use such Assessment; (b) your violation of these Terms; and (c) your violation of the rights of another. You agree to promptly notify Hanu of any third party Claims, cooperate with the Hanu Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that the Hanu Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Hanu.

  • DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE HANU PARTIES (JOINTLY) INCUR ANY LIABILITY OF ANY KIND WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE ASSESSMENT. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE THE HANU PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH HANU PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR TO THE ASSESSMENT.

YOU AND HANU AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR HANU WITHIN SIX (6) MONTHS OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED AND YOU AND HANU WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIMS.

6.MISCELLANEOUS

A. Governing Law and Venue.  These Terms shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey, without regard to conflict of law rules and shall be resolved in the state or federal courts of the State of New Jersey and the United States, respectively, sitting in the State of New Jersey, County of Middlesex.

B. Serverbility. If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

C. Entire Agreement.  These Terms constitute the entire agreement between you and Hanu relating to your access to and use of the Assessment.

D. No Assignment.These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Hanu.

E. Waiver. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Hanu’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

F. No Third Party Beneficiaries.Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.