Master Services and Software License
Agreement & Terms & Conditions | Effective Date: 4/10/26
This Master Services and Software
License Agreement (the "Agreement") is a legal agreement between
Halicore, Inc. ("Provider," "We," "Us," or
"Our") and the individual or entity downloading or using the Software
("User," "You," or "Your").
1.1.
"Agreement" means these Terms & Conditions.
1.2.
"Software" means the software provided by Provider.
1.3.
"Provider," "We," "Us," or "Our" means
Halicore, Inc.
1.4.
"User," "You," or "Your" means the individual or
entity downloading or using the Software.
1.5.
"Services" means any professional or consulting services purchased
separately from this click-through license.
2.1.
Subject to your compliance with this Agreement, Provider grants you a limited,
non-exclusive, non-transferable, revocable license to install and use the
Software solely for remote support, monitoring, and maintenance of your devices
on an "as-needed" basis.
2.2. You
may install the Software on devices you own or are authorized to use. You may
not sublicense or transfer the Software to any third parties.
2.3. All
rights not expressly granted to you are reserved by Provider.
3.1. The
Software enables Provider to access, view, modify, install, or uninstall
software on your devices.
3.2. You
consent to Provider’s remote access for troubleshooting, diagnostics, updates,
or emergencies.
3.3.
Remote access will only occur at your direction or with prior notice, except in
emergency situations.
3.4.
Remote Account Rescue (Halicore System Oversight Add-on [HSOA] Only): For users
enrolled in HSOA, Provider will attempt to remotely bypass login screens or
reset passwords ("Unlock") only at the office manager’s (or
designated authorized personnel’s) request.
a)
Limits: This service is limited to one (1) successful Unlock per device, per
month.
b) No
Guarantee of Success: Provider makes no guarantee that a remote Unlock will be
successful. Success is strictly dependent on the device having an active,
stable internet connection, the Software agent being functional, and the OS
environment remaining compatible with Provider's current tools. Provider will
make a "best effort" to regain access remotely.
c)
Failure of Remote Access: If remote access is unavailable due to hardware
failure, lack of internet, software corruption, OS security changes, or any
other reason, the User is responsible for shipping the device to Provider or
seeking alternative manual repair at Provider’s then-current hourly rates.
3.5.
Monitoring Agent: The Software functions as a monitoring agent or application
that runs in the background of the device. Provider will not take active or
intrusive measures on the device without direction from the office manager or a
designated personnel.
3.6. Data
Responsibility: As specified in Section 4.1(a), you maintain sole
responsibility for backing up all data and systems. The presence of monitoring
Software or HSOA "Rescue" services does not waive or diminish your
obligation to maintain independent, current backups.
3.7.
Technology Wellness Reports (HSOA): Reports provided under HSOA are generated
based on system data and logs collected by the Software to provide status
summaries or snapshots of device health.
Nature of
Reports: These reports provide an overview of logged events or system states
for informational purposes only and are not a guarantee of future system
stability.
Data
Limitations: You acknowledge that reports are limited by the data available to
and captured by the Software; Provider is not responsible for system issues,
hardware failures, or crashes that are not recorded or occur outside of data
collection cycles.
No
Warranty: The receipt of a "Healthy" status in any report does not
constitute a warranty against impending hardware failure, performance issues,
or data loss.
3.8.
Third-Party Software Dependency: You acknowledge that the Software used to
provide these services (e.g., RMM tools, antivirus) is developed by third-party
vendors. Provider is not the developer of this software and shall not be liable
for any inherent bugs, security vulnerabilities, or performance failures within
the third-party code. Provider reserves the right to change or substitute these
third-party tools at any time to maintain service quality.
3.9.
Circumvention and Tampering: Provider is not responsible for the failure of
HSOA services if the Software has been bypassed, disabled, or removed via
"nefarious" means or standard administrative actions (e.g., a user
with admin credentials wiping the hard drive or reinstalling the operating
system).
4.1. You
are responsible for:
a)
Backing up all data and systems before granting remote access.
b)
Complying with all applicable laws and regulations.
c)
Securing your access credentials.
d)
Preventing unauthorized use of the Software.
4.2. You
agree not to use the Software for any unlawful purpose, including accessing
unauthorized third-party systems.
4.3.
Agent Integrity and Circumvention: While the Software is designed to be
difficult to remove without a master passcode, User acknowledges that
individuals with administrative rights or physical access may be able to bypass
or delete the Software via "nefarious" or standard means (e.g., hard
drive wipes, OS reinstallation, or hardware modification).
4.4.
Provider is not responsible for any failure to monitor, alert, or provide HSOA
services if the Software has been tampered with, removed, or disabled by the
User or any third party.
5.1.
Provider may release updates, patches, or new versions of the Software at its
discretion.
5.2. You
agree to install updates promptly to maintain security and functionality.
5.3.
Provider has no obligation to provide support for outdated versions of the
Software.
6.1.
Professional services (e.g., onsite visits, consulting, extended monitoring)
are governed by separate service orders or Statements of Work
("SOWs").
6.2. Fees
for such services are determined on an "as-needed" basis and will be
invoiced separately.
6.3.
Payment terms and late fees are defined in the individual service agreements.
7.1.
Cessation of Service. Provider reserves the right to refuse to provide or to
suspend any Services or access to the Software in the event that you have
failed to pay any invoice within fourteen (14) days of the invoice date.
7.2. Late
Payment and Collection. In the event payment in full is not received within
twenty (20) days of the billing date, the unpaid balance will accrue a service
charge of one and one-half percent (1.5%) per month, computed on a daily basis
from the billing date until payment is received. You shall be responsible for
payment of any and all fees and expenses for collection, including, but not
limited to, attorneys’ fees and costs.
8.1. You
acknowledge that Provider's employees are a valuable asset. During the term of
this Agreement and for a period of one (1) year thereafter, you agree not to
directly or indirectly solicit or offer employment to any Provider personnel,
or to otherwise retain any such personnel as a consultant or independent
contractor.
8.2. You
acknowledge that a breach of this provision would cause Provider irreparable
harm and that the resulting damages would be impracticable to ascertain.
Therefore, in the event you violate this provision, you shall immediately pay
Provider an amount equal to fifty percent (50%) of the employee's total annual
compensation as liquidated damages, which is a reasonable estimate of the costs
Provider would incur to identify, recruit, hire, and train a suitable
replacement.
9.1. Each
party will keep all non-public information disclosed under this Agreement
confidential.
9.2.
Provider implements commercially reasonable security measures but does not
guarantee absolute security.
9.3. You
remain responsible for complying with all applicable privacy laws (e.g., GDPR,
CCPA) for any data you process.
10.1. The
Software and all associated intellectual property rights are the exclusive
property of Provider or its licensors.
10.2. All
rights not expressly granted to you are reserved by Provider.
10.3.
This Agreement does not grant you any ownership or title to the Software or its
underlying source code.
10.4. You
may not remove, alter, or obscure any proprietary notices, trademarks, or
labels on the Software.
11.1. It is your sole responsibility
to legally obtain software in accordance with the licensing agreements for each
software title. You expressly warrant that all software you are utilizing on
devices subject to the Services is properly licensed by the manufacturer.
12.1. You
agree to comply with all applicable export control laws and regulations.
12.2. You
will not export or re-export the Software except in accordance with U.S. and
all other applicable laws.
13.1. THE
SOFTWARE IS PROVIDED “AS-IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.
13.2. NO
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER OR ITS REPRESENTATIVES
SHALL CREATE ANY WARRANTY.
13.3.
PROVIDER DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT
ITS OPERATION WILL BE TIMELY, SECURE, OR ERROR-FREE.
13.4
Reports: Any hardware health or "wellness" reports provided are for
informational purposes only. These reports represent summaries or snapshots
based on available data and, while Provider strives for accuracy, they may not
be exhaustive. Such reports should be used only as an indicator to be
considered alongside other information when making hardware or system
decisions. These reports do not constitute a guarantee or warranty against
future hardware failure, data loss, or system crashes.
14.1. TO
THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER, ITS AFFILIATES, LICENSORS, AND
SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2.
WHERE LIABILITY CANNOT BE EXCLUDED, PROVIDER’S TOTAL AGGREGATE LIABILITY SHALL
NOT EXCEED ONE HUNDRED DOLLARS (US $100).
15.1. You
agree to indemnify, defend, and hold harmless Provider and its officers,
directors, employees, and agents from any claims, damages, liabilities, costs,
or expenses (including reasonable attorneys’ fees) arising from:
a) Your
misuse of the Software.
b) Your
violation of this Agreement.
c) Any
infringement of third-party rights by your data or actions.
d) Your
breach of applicable laws or regulations.
16.1.
This Agreement is effective upon your acceptance and continues until
terminated.
16.2. You
may terminate by uninstalling or disabling the Software.
16.3.
Provider may terminate this Agreement immediately for your material breach.
16.4.
Upon termination, you must cease all use of the Software and delete all copies.
16.5.
Provider may terminate this Agreement at any time, with or without prior
notice. Uninstalling or disabling the Software constitutes valid notice.
16.6.
Provider has no obligation to retain or return any data or logs
post-termination. You are solely responsible for backing up your data before
termination.
16.7. You
remain responsible for any fees or charges incurred before the termination
date.
17.1. The
Software may include or interact with third-party or open-source components
("Third-Party Software"). Your use of such components is governed by
their respective licenses.
17.2.
PROVIDER DOES NOT WARRANT ANY THIRD-PARTY SOFTWARE, NOR DOES IT PROVIDE ANY
GUARANTEE THAT SUCH THIRD-PARTY SOFTWARE WILL FUNCTION ON YOUR HARDWARE OR WILL
BE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER CONTAMINATING OR
DESTRUCTIVE PROPERTIES.
17.3.
Provider disclaims any liability for these third-party components.
17.4. Vendor
Substitution: Provider reserves the right to change or substitute the
third-party software tools used to deliver Services (e.g., RMM tools or
endpoint protection) at its sole discretion.
17.5. Developer
Liability: User acknowledges that Provider is a service provider utilizing
third-party tools and is not the author or developer of the Software. Provider
disclaims all liability for internal software bugs, security vulnerabilities,
or performance issues inherent in the third-party code.
Neither party shall be liable for
delays or failures to perform due to causes beyond reasonable control,
including acts of God, natural disasters, pandemics, war, terrorism, labor
disputes, or government action.
Provider makes no service level
commitments or guarantees regarding Software uptime, performance, or response
times. All service level obligations are expressly disclaimed unless set forth
in a separate written service agreement.
20.1. You
shall maintain, at your own expense, commercial general liability insurance
with minimum limits of $1,000,000 per occurrence and cyber liability insurance
with minimum coverage of $1,000,000 annual aggregate.
20.2.
Such policies shall name Provider as an additional insured (where applicable)
and require at least thirty (30) days’ prior written notice to Provider before
cancellation or material modification.
20.3.
Upon Provider’s request, you will provide certificates of insurance evidencing
the required coverage.
21.1.
Provider may audit your use of the Software for compliance upon at least ten
(10) business days’ prior written notice.
21.2.
Audits will be conducted during normal business hours and at Provider’s
expense.
21.3. If
an audit reveals material non-compliance, you will promptly remedy any
discrepancies and bear the costs of the audit.
22.1.
This Agreement shall be governed by the laws of the State of Michigan, without
regard to conflict-of-law principles.
22.2. Any
dispute arising from this Agreement shall be resolved by binding arbitration
administered by the American Arbitration Association (AAA) under its Commercial
Arbitration Rules, by a single arbitrator, in Wayne County, Michigan.
22.3.
Both parties waive the right to litigate in court or by jury.
22.4.
Disputes must be brought only on an individual basis; no class or
representative actions.
22.5.
This arbitration clause is governed by the Federal Arbitration Act (FAA).
22.6.
Arbitration costs shall be shared equally unless the arbitrator orders
otherwise. Each party will bear its own attorney’s fees unless awarded by the
arbitrator.
23.1. All
notices under this Agreement shall be in writing and delivered via:
a) Email
to: office@halicore.com
b) Mail
to: Halicore, Inc., P.O. Box 40312, Redford, MI 48240
c) Or as
otherwise specified on www.halicore.com
24.1.
Entire Agreement: This Agreement constitutes the entire and only understanding
and Agreement between you and Provider regarding the Software and supersedes
all prior agreements.
24.2.
Amendment: No modification is effective unless in writing and signed by both
parties.
24.3.
Severability: If any provision is found unenforceable, the remainder will
remain in effect.
24.4.
Waiver: Failure to enforce any right is not a waiver of future enforcement.
24.5.
Assignment: You may not assign this Agreement without Provider’s prior written
consent.
25.1.
Provider reserves the right to modify this Agreement at any time by posting the
updated terms at www.legal-terms.halicore.com.
25.2.
Your continued use of the Software after such changes constitutes your
acceptance of the new terms.
25.3. You
should review the online terms periodically to stay informed of updates.
By clicking a button to proceed with
installation or by signing this Agreement below, you acknowledge that you have
read, understood, and agree to be bound by this Agreement. You represent and
warrant that you are authorized to act on behalf of the individual or entity
for whom you are installing the Software, and that this Agreement is binding
upon that entity.