Terms of Use for Humu Services

Date: June 8, 2021

Please read these Terms of Use for Humu Services (“Terms”) carefully before using the products and services offered by Humu, Inc. (“Humu”). You (“Customer” or “you”) indicate your agreement to these Terms by executing a document that references them. If you are agreeing to these Terms on behalf of Customer, you represent to Humu that you have legal authority to bind Customer.

1. Humu Services 

1.1 Provision of Services 

The products and services offered by Humu (“Humu Services”) include technology and services that may allow Customer and its authorized employees and officers (“Users”) to use Humu’s human resources-related software platform as developed and improved by Humu. Humu shall make the Services available to you in accordance with these Terms and each applicable ordering document (“Order”). During the subscription period defined in an Order (“Subscription Term”), Humu may make updates or modifications to the Services and may add, remove, terminate or modify any features or functionality with or without notice to you, provided any such updates or modifications do not diminish the Services.  

1.2 License Grant by Humu 

Humu hereby grants you a revocable, worldwide, non-exclusive license for the Subscription Term of the applicable Order to access and use the Services solely for your non-commercial internal business purposes. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use Humu’s trademarks or other brand elements.

2. Fees and Payments

2.1 Fees for Services

You agree to pay to Humu any fees for each Service you purchase or use, in accordance with the pricing and payment terms included in an Order. When paying the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify Humu of any changes to such information. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

2.2 Overdue Charges

If the invoiced amount is 30 or more days overdue, then without limiting Humu’s rights or remedies, those overdue charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

2.3 User Increases

If your use of the Services during a Subscription Term exceeds the User limit indicated in the Order, we may charge you for the additional Users on a pro rata basis for the remainder of that Subscription Term.

2.4 Taxes

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases made pursuant to these Terms. If Humu has the legal obligation to collect or pay taxes for which you are responsible under these Terms, Humu shall invoice you and you shall pay that amount unless you can produce a valid tax exemption certificate authorized by the appropriate taxing authority.  For clarity, Humu is solely responsible for taxes assessable against Humu based on Humu’s income, property and employees.

3. Term and Termination

3.1 Term

The Subscription Term is as stated in the Order. 

3.2 Automatic Renewal

Your subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice during the current Subscription Term for that Service. 

At the end of each Subscription Term, the associated Order shall automatically renew for an additional annual term at the prices communicated to you at least sixty (60) days prior to the end of that Subscription Term (or the same prices as the prior Subscription Term if no new prices are provided), unless you notify Humu of your intent not to renew at least thirty days (30) before the renewal date. We will send the renewal notice to the contact email listed on the account unless you notify Humu to use another email contact with your account.

3.3 Termination

A party may terminate this agreement upon thirty days written notice of the other party’s material breach unless the breach is cured during that thirty day period, or immediately if the other party files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.

3.4 Refund and Payments. If you terminate under 6.2, you will be entitled to: (a) a pro-rata refund in the amount of the unused portion of prepaid fees for the terminated subscription calculated as of the effective date of termination, and (b) a release from the obligation to pay fees due for periods after the effective date of termination. 

3.5 Effect of Expiration or Termination

Upon the effective date of expiration or termination of the Order, your right to use the Services will end. Except to the extent required otherwise by Data Privacy Laws, Humu will return to you and/or securely destroy all Personal Data at your written request upon termination. 

3.6 Suspension of Services

Humu may suspend your access to or use of the Services following thirty (30) days’ written notice if you are in material breach of these Terms or any Order (including but not limited to failure to pay the fees). Humu may also limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If Humu limits or suspends the Services, we will endeavor to give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.

4. Your Content

4.1 Customer Content

You are responsible for the Customer Content and entering it into the Services. You will collect and maintain all personal data contained in the Customer Content in compliance with applicable data privacy and protection laws.

4.2 You Retain Ownership of Your Content

You retain ownership of all of your intellectual property rights in your Content, which includes your registration data, information and other materials (“Customer Content”) including information that its Users create, upload, submit, post or otherwise make available to Humu through the Services (“Employee Content”). Humu does not claim ownership over any of your Content. These Terms do not grant Humu any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.

4.3 Limited License to Your Content

You grant Humu a worldwide, royalty free, non-exclusive license to use, reproduce, distribute, adapt, create derivative works, make publicly available, and otherwise exploit your Content, for the purposes of (a) providing the Services to you, which may include security monitoring, verification of data integrity, and using data regarding the use of the Services in order to make improvements to the performance of the Services; and (b) developing and publishing generally applicable industry insights, including benchmarks, but only when the client data has been aggregated and de-identified such that the publication cannot be used to identify Customer or any User. You grant to Humu a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or Users relating to the operation of the Services.

4.4 Feedback

If you (including any User) provide Humu with any feedback or suggestions regarding the Humu Services (“Feedback”), Humu may use, disclose, reproduce, sublicense, or otherwise distribute and exploit the Feedback without restriction or any obligation to you or any User provided that the Feedback does not identify any Customer or User. 

4.5 Customer List.

Humu may identify your company (by name and logo) as a Humu customer on Humu’s public customer list. Any goodwill arising from the use of your name and logo will inure to your benefit. Humu grants to you the express right to use Humu's logo and related trademarks solely to identify Humu as a provider of the Services to you. Other than as expressly stated herein, neither party shall use the other party's trademarks or logos without the prior written consent of the other party, which consent shall not be unreasonably withheld.

5. Security, Privacy and Confidentiality

5.1 Security 

Humu will store and process your Content in a manner consistent with industry security standards. Humu has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.

If Humu becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), Humu will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. Humu will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Humu. 

5.2 Privacy

In the course of using the Services, you or your Users may transfer to us Customer Content containing personal data. You agree and consent to the use, transfer, processing, and storage of Customer Content in accordance with these Terms.

If you or your Users are based in the European Union while using our Services, we will process your personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR) and the EU e-Privacy Directive (Directive 2002/58/EC). If requested, we will execute the European Union Standard Contractual Clauses to facilitate the transfer of personal information to countries outside the European Union in accordance with Article 26(2) of the EU Data Protection Directive 95/46/EC.

5.3 Confidentiality

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential

Information of Customer includes Customer Data; Confidential Information of Humu includes the Services, information about future products or services, and all Orders. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. The Receiving Party will hold in confidence and not disclose to any third party any Confidential Information of the disclosing party, except as approved in writing by the Disclosing Party or otherwise permitted by these Terms.

Confidential Information shall not include information that: (a) is or becomes generally known or publicly available through no fault of the receiving party; (b) is known by or in the possession of the receiving party prior to its disclosure, as evidenced by business records, and is not subject to restriction; (c) is lawfully obtained from a third party who has the right to make such disclosure; or (d) was developed by employees or agents of the receiving party who had no access to any Confidential Information. The receiving party may disclose Confidential Information when required by law or legal process, but only after the receiving party, if permitted by law, uses commercially reasonable efforts to notify the disclosing party to give it the opportunity to challenge the requirement to disclose.

6. Third-party service providers

Humu is granted a general authorization to subcontract the processing of personal data to third-party service providers, provided that (a) any third-party service providers used by Humu will only be given access to Customer Content as is reasonably necessary to provide the Services and will be subject to confidentiality obligations that are substantially consistent with the standards described in these Terms; (b) Humu will evaluate the security, privacy and confidentiality practices of a third-party service provider prior to selection to establish that it is capable of providing the level of protection of Customer Content consistent with these Terms; (c) any third-party service providers will be obligated under written agreement to comply with the data transfer restrictions applicable to personal information as set forth in these Terms. Humu shall be liable for any breaches by the third-party service provider in accordance with these Terms. Humu’s list of third-party service providers is available upon request to privacy@humu.com.

7. Acceptable Uses

7.1 Your Responsibilities

You must comply with the following requirements when using the Services: (a) you may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes; (b) you may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide; (c) you may not use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from utilizing the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner; (d) you may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services; (e) you may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity; (f) unless authorized by Humu in writing, you may not resell or lease the Services; (g) if your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Humu has agreed with you otherwise. You may not use the Services in a way that would subject Humu to those industry-specific regulations without obtaining Humu’s prior written agreement; (h) upon reasonable request, you agree to whitelist certain Humu IP addresses and allow images in Humu emails delivered to Customer employees in order to improve response rates. 

7.2 Embargoes

You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to purchase any paid Services from Humu. You will ensure that: (a) your Users do not use the Services in violation of any export restriction or embargo by the United States; and (b) you do not provide access to the Services to persons or entities on any of the above lists.

8. Warranties, Disclaimers and Limitations of Liability

8.1 Warranties

Each party represents and warrants that: (a) it has full power and authority to enter into these Terms; and (b) it will comply with all laws and regulations applicable to its provision or use of the Services.  

Humu warrants that it will provide the Services (a) in substantial conformance with the Order and these Terms; and (b) with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the Services.

8.2 Warranty Remedy

In the event the Humu Services do not conform with the warranties stated herein, without limiting any other remedies available to Customer, Customer will notify Humu in writing specifying the nature and extent of the breach. Humu shall cure the breach as promptly as possible, but in any event within thirty (30) business days of receipt of Customer’s notice. If the non-conformity persists without relief more than 30 days after notice of a warranty claim provided to Humu under this section, then Customer may terminate the affected Humu subscription, and Humu will provide a pro rata refund to Customer of any prepaid fees for the period of the Subscription Term following the effective date of such termination. This section sets forth Customer’s exclusive rights and remedies (and Humu’s sole liability) in connection with this warranty.

8.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ANY GUIDANCE OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND HUMU DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.

8.4 Exclusion of Certain Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF HUMU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.5 Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID OR PAYABLE FROM CUSTOMER HEREUNDER OVER THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY (OR OVER THE FIRST 12 MONTHS IF SUCH INCIDENT ARISES DURING THE FIRST 12 MONTHS).

9. Indemnification

9.1 By Humu

Humu will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of the Services infringes or misappropriates a patent claim, copyright, or trade secret right. Humu will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Humu enters into) with respect to these claims. Humu’s obligations under Section 8.1 will not apply if the claim results from (i) Customer’s breach of Section 5, (ii) use of the Services in conjunction with any product or service not provided by Humu, or (iii) use of the Services provided for no fee. In the event a claim is made or likely to be made, Humu may (i) procure for Customer the right to continue using the Services under these Terms, or (ii) replace or modify the Services to be non-infringing without a material decrease in functionality. If these options are not reasonably available, Humu or Customer may terminate Customer’s subscription to the affected Services upon written notice to the other. 

9.2 By Customer

Customer will defend Humu and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your Users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your Users. 

9.3 Third Party Claim Procedure

The party against whom a third party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. The party that is obligated to defend a claim will have the right to fully control the defense. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.

9.4 Exclusive Remedy 

The provisions of Section 8 state the sole, exclusive, and entire liability of the parties and their Affiliates to the other party, and is the other party’s sole remedy, with respect to covered third party claims and to the infringement or misappropriation of third party intellectual property rights.

10. General

10.1 Governing Law 

These Terms and any action related thereto will be governed by the laws of the State of California, excluding that State’s choice-of-law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in Santa Clara, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to these Terms. Each party consents to personal jurisdiction over such party in the state and/or federal courts of California and hereby waives any defense of lack of personal jurisdiction. Venue, for the purpose of all such suits, will be in Santa Clara County, State of California. 

10.2 Notices 

Notices required to be delivered to Humu under these Terms must be delivered in writing to Humu at 100 View Street Suite 101, Mountain View, CA 94041 or to Customer at the address provided in Customer’s subscription registration. 

10.3 No Assignment. 

These Terms, and Customer’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without prior written consent of Humu. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. 

10.4 Relationship of the Parties

The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to these Terms.

10.5 Force Majeure 

Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's possession or reasonable control, and denial of service attacks.

10.6 Severability

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions in these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.7 Entire Agreement 

These Terms are the final and complete agreement between Customer and Humu with respect to the subject matter in these Terms and supersedes and replaces any prior proposal, representation, discussion or understanding between Customer and Humu. No modification or amendment of these Terms, nor any waiver or any rights under these Terms, will be effective unless in writing and signed by both parties. 

10.8 Survival

Provisions of these Terms will survive any termination or expiration if by their nature and context they are intended to survive, including provisions relating to confidentiality, ownership of intellectual property, warranties and limitation of liability.