These Terms of Service provide a general overview of the services offered by Hanzo Archives, Inc. and the conditions under which they are provided. However, please note that these Terms are for informational purposes only. The definitive and contractually binding terms between Hanzo and the Client are set forth in a separate Master Services Agreement (MSA). The MSA, along with applicable Statements of Work (SOWs), governs the use of all Hanzo services and supersedes any conflicting information presented in these Terms of Service. These Terms are non-binding and provided solely for informational purposes. In the event of any conflict between these Terms and the applicable MSA or SOW, the MSA and SOW shall prevail.
Services: Includes our subscription-based archiving and data management solutions and any professional services like training, consulting, and implementation.
Client Content: All content you or your users provide or that is captured from your websites or online platforms.
Hanzo Content: All materials and content we provide, excluding Client Content.
SOW (Statement of Work): A document signed by both parties that outlines specific services, pricing, and applicable terms.
User: Anyone you authorize to use the Services on your behalf.
Hanzo grants you a non-exclusive, non-transferable license to access and use the Services during the term specified in the SOW, solely for your internal business purposes. You are responsible for all actions taken by your Users.
You agree not to:
You agree to pay all fees outlined in the applicable SOW. Payments are due within 30 days of invoice unless otherwise stated. Overdue payments may incur a late fee of 1.5% per month. Fees exclude applicable taxes, which you are responsible for.
Each party agrees to maintain the confidentiality of information designated as confidential or that should reasonably be understood to be confidential. This obligation survives the termination of this agreement.
Availability: We aim to provide 24/7 access per our Service Level Agreement, with scheduled maintenance as needed.
Service Warranty: The Services will conform in material respects with our documentation.
Professional Services Warranty: Delivered in a competent manner aligned with the SOW specifications.
We implement commercially reasonable and industry standard measures to protect your confidential information, these include but are not limited to SOC2 Type 2 Compliance, Penetration Testing and Threat Detection. In the event of a relevant security incident, we will notify you promptly and work with you to resolve the issue.
You retain ownership of all your Client Content.
Hanzo retains ownership of the Services, including all proprietary technology and content.
Work Product created during professional services is licensed to you for internal use, unless stated otherwise.
You agree to use the Services in accordance with all applicable laws, regulations, and industry standards. You shall not use the Services to:
Monitor, store, or transmit personal data without appropriate lawful basis or consent.
Circumvent robots.txt or website terms of service without prior authorization.
Engage in scraping of protected or restricted content.
Violate third-party IP, privacy, or data protection rights.
We reserve the right to suspend access if use of the Services poses legal or reputational risk.
This agreement remains effective until terminated. Either party may terminate:
Upon termination, access to the Services ceases and all outstanding fees must be paid. We will assist in transferring your data if requested within 30 days of termination.
By Hanzo: We will defend you against claims that the Services infringe third-party IP, subject to certain exclusions.
By Client: You agree to indemnify us against claims related to your content or unlawful use of the Services.
Neither party is liable for indirect or consequential damages. Our total liability is capped at the fees you paid for the services in the 12 months preceding the claim.
Disputes will first be mediated. If unresolved, they will be settled via binding arbitration in the State of Delaware under JAMS Streamlined Arbitration Rules. Each party will bear its own costs.
Upon termination, you may request a copy of your data within 30 days. After this period, we reserve the right to permanently delete your content and associated metadata, unless otherwise agreed in writing. You are responsible for exporting or preserving any records required for compliance or litigation purposes before termination.
We may use third-party cloud hosting, analytics, and support providers (collectively, “Subprocessors”) to operate and improve the Services. A list of current Subprocessors is available upon request. We remain responsible for their compliance with our obligations under the MSA.
Hanzo may list your name and logo as a client unless otherwise agreed.
These Terms are governed by Delaware law.
If you have questions about these Terms, please contact:
Hanzo Archives, Inc.
1050 SW 6th Ave #1100
Portland, OR 97204
in*****@ha***.co