These Terms of Service ("Terms") are a binding agreement between Hagency ("Hagency", "we", "us") and the individual or legal entity that accesses or uses the Hagency websites, control panel, managed Matrix homeservers, APIs, support and related services (collectively, the "Services"). "Customer", "you" and "your" include the organization you represent and all users you authorize. By creating an account, ordering a plan, clicking to accept, or using any Service, you agree to these Terms, the Acceptable Use Policy, the Privacy Policy, and any order form or service-specific terms presented to you (together, the "Agreement"). If you do not agree, do not use the Services.
If an order form signed by Hagency conflicts with these Terms, the order form controls only for the Services and conflict it expressly covers. The Data Processing Addendum governs our processing of personal data on your behalf.
You must be able to form a legally binding contract and be at least 13 years old, or the higher minimum age required where you live (including 16 where applicable in the EEA). A minor may use the Services only through a parent or legal guardian who accepts responsibility for that use. If you use the Services for an organization, you represent that you have authority to bind it. The Services are not intended for anyone barred under applicable trade, sanctions or export-control laws.
We may rely on instructions from your account and Workspace administrators. We may require identity, ownership, payment or authority verification before acting on sensitive requests.
Hagency provides managed infrastructure for Matrix communications. Features may include a homeserver, database, media storage, TLS, federation, Matrix ID domain configuration, backups, bridges, identity integrations and support, depending on your plan and configuration. Plan descriptions and quotas are informational until included in an accepted order or displayed at checkout. We may add, modify, replace or discontinue features, integrations, limits, regions or technical architecture. We will use reasonable efforts to give advance notice when a change materially reduces the core functionality of a current paid plan, unless immediate action is required for security, law, third-party changes or operational integrity.
Preview, beta, experimental and "coming soon" features may be incomplete, change without notice and be withdrawn at any time. They must not be used for production-critical, emergency, safety-of-life or other high-risk purposes.
"Customer Data" means content, messages, media, account information, configuration and other data submitted to or generated through your Workspace. As between the parties, you retain your rights in Customer Data. You grant Hagency and its subprocessors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, cache, modify for technical formatting, back up, restore, disclose and otherwise process Customer Data only as reasonably necessary to provide, secure, support and improve the Services, comply with the Agreement or law, and exercise or defend legal rights.
You represent that you have all rights, notices, consents and lawful bases required to submit and process Customer Data, invite users, enable federation or bridges, and instruct us to process data. You are responsible for the legality, accuracy and consequences of Customer Data and for responding to your end users and data subjects. We do not endorse or pre-screen all Customer Data.
Matrix is a decentralized protocol. When you communicate with federated homeservers or enable a bridge or integration, Customer Data and metadata may be copied to, processed by and retained on systems operated by third parties outside Hagency's control. Deleting data from Hagency does not guarantee deletion from federated servers, recipients, clients, bots, caches or bridged networks. Their terms, privacy practices, availability, moderation and security apply independently. You authorize the transmissions needed for the features you enable and accept the associated risks.
End-to-end encryption depends on the room, client and user configuration. Some rooms, metadata, integrations, bots, bridges, notifications and administrative functions are not end-to-end encrypted. Hagency cannot recover end-to-end encryption keys held only on your devices. Loss of recovery keys or trusted devices may permanently prevent access to encrypted content. You are responsible for configuring rooms and clients appropriately, protecting recovery material and assessing whether the Services meet your security and regulatory requirements.
Free plans are provided at Hagency's discretion for personal use, evaluation and experimentation. No fee creates no entitlement to continued availability, support, backups, data retention, capacity, any particular feature or any service level. Free Workspaces may be queued, rate-limited, placed on shared capacity, restricted, suspended, reclaimed after inactivity, downgraded, or discontinued. Hagency may change free quotas, begin charging for a previously free feature, or end a free plan at any time. Where reasonably practicable, we will provide notice and an opportunity to export data, but security, abuse, legal or resource emergencies may require action without notice.
Free Services must not be the sole repository for any data and must not be used for business-critical, regulated, archival, emergency or safety-related communications. Community support, if available, is provided without response or resolution commitments.
You must remain within plan limits for users, Workspaces, storage, transfer, files, bridges, API traffic and other resources. "Unlimited" means not subject to a fixed published allowance, not an unlimited right to consume capacity; reasonable use and technical safeguards still apply. We may meter usage, throttle traffic, reject uploads, disable a feature, require an upgrade, charge disclosed overage fees, or suspend use that is abnormal, abusive, insecure or materially burdens other customers or the platform. You may not evade limits by creating multiple accounts or Workspaces.
Paid subscriptions are charged in advance in the billing interval and currency shown at checkout and, unless stated otherwise, renew automatically until canceled. You authorize Hagency and its payment provider to charge the payment method on file for recurring fees, usage, taxes and other disclosed charges. Prices exclude taxes unless expressly stated; you are responsible for applicable taxes, duties and withholding, except taxes on Hagency's net income.
You may cancel through the dashboard or support. Cancellation stops future renewal but ordinarily does not refund the current period, and access may continue or downgrade at period end. Plan changes, trials, promotions, credits and proration follow the terms shown at purchase. Except where the checkout terms or mandatory law provide otherwise, payments are final and non-refundable. Failed payment, reversal, chargeback, suspected fraud or overdue amounts may result in immediate restriction or suspension. You remain responsible for accrued charges and reasonable collection costs. Consumer cancellation and refund rights that cannot lawfully be waived remain unaffected.
You are solely responsible for maintaining current, independent, tested backups and exports of all Customer Data you cannot afford to lose. A Hagency backup, snapshot, replica, export or restore feature is an operational convenience and is not an archive, escrow or guarantee against loss. Backup jobs may fail; copies may be incomplete, corrupted, outdated, unavailable or deleted under retention limits; and restoration may be delayed, partial or impossible. Unless a signed order expressly states a recovery point or recovery time objective, none applies.
Free plans include no contractual backup or restore commitment. Any backup created for a Free Workspace is a revocable courtesy and may be removed without notice. Paid-plan backups remain subject to technical failure and the applicable retention window. You must download exports before cancellation, downgrade, suspension or deletion. To the maximum extent permitted by law, Hagency is not responsible for loss, corruption, alteration, disclosure or inability to recover Customer Data caused by hardware or software failure, cyberattack, third parties, federation, bridges, user action, credential or key loss, suspension, termination, maintenance, disaster, backup failure or any other cause, except to the extent liability cannot lawfully be excluded.
The Services may be unavailable, delayed, degraded or interrupted. Unless a separately signed service level agreement expressly applies, Hagency makes no uptime, latency, support-response, restoration or error-correction commitment, and status pages or availability targets are non-binding operational objectives. We may perform scheduled or emergency maintenance and may change network addresses, certificates, regions, vendors or infrastructure. Service credits, if any, are the sole and exclusive remedy for an SLA failure and must be claimed under that SLA.
We may investigate, remove or preserve content and immediately restrict, quarantine, suspend or terminate any account, Workspace, feature or traffic when we reasonably believe: the Agreement or law has been violated; payment is overdue; use presents a security, legal, sanctions, fraud, abuse or operational risk; a third-party provider or authority requires action; the account is compromised; or action is needed to protect Hagency, users or others. We may act without prior notice where delay could increase harm or liability. We are not required to monitor all activity or to provide an opportunity to cure.
You may stop using the Services at any time. Termination does not relieve amounts already due. On termination or permanent deletion, access ends and Customer Data may be deleted immediately or after a limited operational period, subject to applicable law, active backups, legal holds and technical deletion cycles. We have no obligation to retain or recover data after termination. Provisions that by nature should survive—including payment, licenses needed for retained copies, disclaimers, liability limits, indemnity and dispute terms—survive.
You and your users must comply with the Acceptable Use Policy and all applicable laws, including privacy, telecommunications, intellectual-property, consumer-protection, export-control and sanctions rules. You may not use the Services to provide emergency calling or as a substitute for services that require guaranteed delivery, availability, recordkeeping or regulatory certification.
Hagency and its licensors retain all rights in the Services, software, designs, documentation, trademarks and technology, excluding Customer Data and open-source components licensed separately. The Agreement grants only a limited, revocable, non-transferable right to use the Services during its term. If you provide feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or compensation.
The Services may depend on or link to clients, identity providers, payment processors, certificate authorities, infrastructure providers, appservices, bots, bridges and other third-party services. We do not control and do not warrant them. Their modification, outage, suspension, security incident or termination may affect the Services. Your use of them is governed by your separate relationship with those providers, and Hagency is not liable for their acts, omissions, content or data practices.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, SUPPORT, BACKUPS AND ALL FREE, BETA OR THIRD-PARTY FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND AT YOUR SOLE RISK. HAGENCY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, DATA DURABILITY, SECURITY, AVAILABILITY AND THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION CREATES A WARRANTY NOT EXPRESSLY STATED IN A SIGNED AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAGENCY AND ITS AFFILIATES, PERSONNEL, LICENSORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; OR LOSS, CORRUPTION, DISCLOSURE OR FAILURE TO RECOVER DATA, EVEN IF ADVISED OF THE POSSIBILITY.
THEIR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR AGREEMENT WILL NOT EXCEED: (A) FOR PAID SERVICES, THE AMOUNT YOU PAID HAGENCY FOR THE AFFECTED SERVICE DURING THE TWELVE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY; OR (B) FOR FREE SERVICES, US$50. THE LIMIT APPLIES IN THE AGGREGATE ACROSS ALL THEORIES AND CLAIMS. These exclusions and limits do not apply to liability that applicable law does not permit to be excluded or limited, and mandatory consumer rights remain unaffected.
To the extent permitted by law, you will defend, indemnify and hold harmless Hagency and its affiliates, personnel and suppliers from third-party claims, proceedings, damages, penalties, losses and reasonable costs (including legal fees) arising from Customer Data; your or your users' use of the Services; your breach of the Agreement, law or third-party rights; or your administration of a Workspace. We may control the defense and settlement, and you will reasonably cooperate. You may not settle a claim imposing liability or admissions on Hagency without our written consent.
Hagency is not liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disorder, labor dispute, government action, sanctions, utility or internet failure, cyberattack, denial of service, upstream provider failure, fire, flood, earthquake or widespread hardware or software defect.
The Agreement is governed by the law applicable at Hagency's principal place of business, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Unless mandatory law permits you to sue elsewhere, courts with jurisdiction over that principal place of business have exclusive jurisdiction. Before filing a claim, each party will give written notice and attempt in good faith to resolve it for at least 30 days. Nothing limits either party's right to seek urgent injunctive relief.
We may update the Agreement by posting a revised version and changing the "Last updated" date. Material changes generally take effect 30 days after notice by email, dashboard or the Services; changes required for law, security, free or beta features, or new functionality may take effect sooner. Continued use after the effective date is acceptance. If you do not agree, your remedy is to stop using and cancel the affected Services before the change takes effect.
The Agreement is the entire agreement about its subject and supersedes prior discussions. You may not assign it without our consent; we may assign it in connection with a merger, reorganization, sale of assets or by operation of law. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains effective. Headings are for convenience. "Including" means "including without limitation." Electronic notices and acceptance satisfy writing requirements.
Questions and legal notices may be sent to support@hagency.cloud or submitted through the authenticated support-ticket system. Notices to you may be sent to the account email, displayed in the dashboard or posted through the Services.