Terms of Service (old)
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Last updated 28th April 2022
1. The Agreement
1.1 The Huma Subscription Terms of Service ("Agreement"). The Agreement consists of the following documents:
1.2 This Agreement:
- permits you to use free or payable subscriptions to online software-as-a-service products and other services from Huma pursuant to any Huma online registration ("Order");
- sets forth the basic terms and conditions under which those products and services will be delivered.
- will govern your initial Order on the Effective Date as well as any future upgrades made by you. By confirming your acceptance of this Agreement or accessing or using any Services, you are agreeing to be bound by all terms, conditions, and notices contained or referenced in this Agreement.
- Changes. As you know, we will over time learn more about your needs, problems may arise, technology will change, and laws will be passed. We may for a variety of reasons need to modify this Agreement.
- Any such modifications will maintain compliance with all applicable laws as set out below, paying particular care to article 28 of EU regulation GDPR in our DPA section
- Huma will notify you of the changes through communications via your account, email or other means in due course prior to any amendments taking effect. You may be required to click to accept or otherwise agree to the modified Agreement before continued use of the Services after the updated version of this Agreement takes effect. If you object to changes, you may terminate the Agreement. If you have pre-paid for any Services, we will provide you with a full refund.
1.3 This Agreement applies from the date of your initial access to the Services (as defined below) through any online provisioning or registration referencing this Agreement ("Effective Date").
“You”. You are our customer ("Customer"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
“We”. We are Huma AS, a Norwegian company located in Rådhusgata 23B, 0158 Oslo (ground floor), Norway ("Huma" or "us"/"we"/”our”).
“Party”/”Parties”. The Customer and Huma may each be referred to as a “Party”, and collectively as the “Parties”
"Affiliate" means any entity under the control of Customer where "control" means ownership of or the right to control more than 50% of the shares or other ownership share of such entity.
"AUP" means Huma's Acceptable Use Policy.
"Billing" means Huma's user interface for accessing and administering the Services that a Customer may access via the Huma Apps.
"Confidential Information" means all non-public information relating to the party’s business, affairs, products and services that has or could have commercial value to the party disclosing such information (the “Disclosing party”) to the other party (the "Receiving party"), whether made available in writing or oral, and whether or not identified by the Disclosing party at the time of disclosure as being confidential to the Disclosing party.
"Contractor" means an independent contractor or consultant who is not a competitor of Huma.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about individuals (including chat and message logs) that are collected from the Customer's use of the Services.
"Documentation" means the documentation provided with the Services and available on the Huma web pages.
"DPA" means Huma's Data Processor Agreement.
"Feedback" means comments, questions, suggestions or other feedback relating to any Huma product or service.
"Huma App" means any mobile application or web application included in the Services that is made available by Huma.
"Laws" means all laws applicable in Huma’s home country, Norway, including regulations and individual government decisions, guidelines and recommendations, as well as all applicable laws in the Customer’s home country.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Services.
“Personal Data” shall have the same meaning as defined in the GDPR Article 4 (1), with regards to EU/EEA citizens:
"any information relating to an identified or identifiable natural person(‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person"
"Sensitive Personal Information" means any personal data of an EU/EEA citizen deemed to be in a "special category" as defined in the GDPR Article 9 (1):
“personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person's sex life or sexual orientation”
"Services" means Huma’s proprietary software-as-a-service solution(s), as described on https://www.hu.ma/plans-pricing.
“SLA” means Huma’s Service Level Agreement
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Huma.
"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by Huma that are integrated with Services as described in the Documentation.
3. The Services, Access and Restrictions
3.1 Services Overview. Huma's Services are a suite of HR software-as-a-service solutions offered through a single platform. The Services are designed to enable you to communicate with, manage and follow-up your employees through the entire lifecycle of their relationship with you and to provide an area, “Billing”, for accessing and managing your Huma account status. You may import and export data between the Services and Third-Party Platforms through supported integrations.
3.2 Access to Services. You may access and use the Services only for your own benefit and in accordance with the terms and conditions of this Agreement and the Documentation. Use of and access to the Services is permitted only by Permitted Users. If you are given API keys or passwords to access the Services on Huma's systems, you must ensure that all Permitted Users keep such information strictly confidential and not shared with any unauthorized person. If Customer is accessing the Services using credentials provided by a third party (i.a. Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to the Services is no longer an employee (or Contractor, as set forth below) of Customer, then you should immediately terminate such Permitted User's access to the Services.
3.3 Contractors and Affiliates. You may permit your Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided you remain responsible for compliance by such individuals with all of the terms and conditions of this Agreement.
3.4 General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Huma); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.
3.5 Huma APIs. If Huma makes access to any APIs available as part of the Services, Huma reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests) in order to ensure the efficiency of the Services. Further, Huma may monitor your usage of such APIs and limit the number of calls or requests you may make if your usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on Huma).
3.6 Subscriptions. Availability of the full functionality and features of our Services is subject to the subscription associated with your Huma account. The functionality and features will be as described on the sign-up page and subject to change. You may at any time upgrade your subscription.
4. Customer Data
4.1 DPA. The Data Processing Agreement governs both Huma’s and Customer’s compliance with rights and obligations regarding personal data under GDPR and local implementations. Where it pertains to personal data, terms set out in the DPA supersedes any other terms in the Agreement.
4.2 Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data. Solely to the extent necessary for us to provide the Services in accordance with the Agreement, you grant Huma a non-exclusive, worldwide, royalty-free right to store and use the Customer Data.
4.3 Storage of Customer Data. Protecting the integrity of your data is important to us and we use state of the art tools to protect your data and abide by all applicable legislation related to IT security, including the GDPR. We take daily backup of our systems and Customer Data. If our systems were to go down, we will recover data from backups. We cannot however guarantee that data entered after our backup will be preserved. Force majeure events could also cause problems with recovery of data. You should therefore make sure that you also have appropriate means of recovery for Customer Data.
4.4 Your obligations
4.4.1 In General. You are responsible for the accuracy, content and legality of all Customer Data. You confirm to Huma that you have all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Huma the rights in clause 4.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Data or Customer's accounts with any Third-Party Platforms. Customer further confirms that all Customer Data complies with the AUP.
4.4.2 Special care with regards to Sensitive Personal Information. Huma is not intended for processing sensitive personal information. You must take particular care to avoid any transfer of such data to the Services.
4.4.3. Compliance with Laws. You agree to comply with all applicable Laws in your use of the Services and will hereunder not engage in any unsolicited advertising, marketing, or other activities using the Services.
4.5 Indemnification by Customer. Customer will indemnify Huma from and against any and all losses or expenses (including reasonable attorneys' fees) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of Section 4.4 (Your Obligations). You only have to indemnify if you receive (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the defense and settlement of such claim; and (iii) all necessary cooperation of Huma. We may request you to pay our reasonable cost to assist. Notwithstanding the foregoing sentence, (a) Huma may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Huma's prior written consent, unless the settlement fully and unconditionally releases Huma and does not require Huma to pay any amount, take any action, or admit any liability.
4.6 Usage Data. Huma may obtain and aggregate technical and other data about your use of the Services that does not constitute personal data, and that is not otherwise protected by law or agreement between the parties ("Usage Data"). This does not include any data that falls under the definition of Customer Data. Huma may use the Usage Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Huma customers. For clarity, this Section 4.6 does not give Huma the right to identify Customer as the source of any Usage Data.
Huma agrees to comply with applicable law regarding data security, including the GDPR. This includes, but is not limited to, using commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Services or Customer Data. Unless otherwise stated in applicable law, we do not take responsibility for errors in transmission, unauthorized third-party access or other causes beyond Huma's reasonable control.
6. Third-Party Platforms
The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, you may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, you authorize Huma to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement. You are responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. You acknowledge and agree that Huma has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. The Third-Party Platform may change and Huma cannot guarantee that the Services will maintain integrations with any Third-Party Platform. We may have to disable integrations with Third-Party Platform at short notice or even without notice to you.
7.1 Huma Technology. This is a subscription agreement for access to and use of the Services as an on-line, hosted solution. You acknowledge that we own the Services and that you obtain only a limited right to use the Services as set out in this Agreement.
7.2 Feedback. You may from time to time submit Feedback to us. We will use it for a number of purposes. We will not name you as the source of the Feedback for marketing purposes without your approval.
8. Fees & Payment
8.1 Fees and Payment. All fees will unless otherwise agreed be paid by Customer via credit card, debit card or other payment card ("Credit Card"). Except as expressly set forth in Section 10 (Limited Warranty) and Section 14 (Indemnification), all fees are non-refundable. Customer is responsible for paying all Taxes. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Huma receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to interest regulated through the Norwegian act of interest on late payment (forsinkelsesrenteloven).
8.2 Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes Huma (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any). Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the Services, number of users, and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month. Upon any termination or expiration of the Subscription Term, Huma will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term
8.3 Foreign Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges.
8.4 Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Huma and Huma may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
8.5 Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information via the "Billing" page.
8.6 Suspension of Service. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Huma reserves the right to suspend Customer's access to the Services without liability to Customer until such amounts are paid in full. Huma also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the AUP. Huma shall notify the Customer of our intent to suspend no less than fourteen (14) days in advance of any such suspension. If the cause for suspension is not resolved within sixty (60) days of suspension taking effect, the Agreement shall be terminated.
9. Term and Termination
9.1 Term. This Agreement is effective as of the Effective Date and expires when you use the Services to close your account, or let us know in writing. We will not terminate the Agreement without giving you at least six (6) months' notice.
9.2 Termination for Cause. Huma may terminate this Agreement if the Customer (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
9.3 Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Huma Technology) and delete (or, at Huma's request, return) any and all copies of the Documentation, any Huma passwords or access codes and any other Huma Confidential Information in its possession. Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from the Services prior to termination. The treatment of any personal data included in Customer Data is set out in the DPA. Other than as described therein, Customer acknowledges that following termination Huma will provide it no further access to any Customer Data input into the Services, and that Huma may delete any such data as may have been stored by Huma at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
9.4 Survival. The following Sections will survive any expiration or termination of this Agreement: 3.4 (General Restrictions), 4.2 (Storage of Customer Data), 4.4 (Indemnification by Customer), 4.5 (Usage Data), 7 (Ownership), 8 (Fees and Payment), 9 (Term and Termination), 10.2 (Warranty Disclaimer), 13 (Limitation of Remedies and Damages), 14 (Indemnification), 15 (Confidential Information) and 17 (Miscellaneous Terms).
10. Limited Warranty
10.1 Limited Warranty. Huma warrants, for Customer's benefit only, that the Services will operate in substantial conformity with the applicable Documentation. Huma's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Huma to use commercially reasonable efforts to correct the reported non-conformity, or if Huma determines such remedy to be impracticable, Customer may terminate and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the Services, granted Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity.
10.2 Warranty Disclaimer. Except for the limited warranty above, all Services are provided "as is". Neither Huma nor its suppliers makes any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement. Huma does not warrant that Customer's use of the Services will be uninterrupted or error-free, nor does Huma warrant that it will preserve or maintain the Customer Data without loss or corruption.
Huma shall provide the Services in accordance with Huma’s Service Level Agreement ("SLA").
During the Subscription Term of the Services, Huma will provide end user support in accordance with Huma's Support Policy ("Support Policy").
13. Limitation of Remedies and Damages
13.1 Consequential damages waiver. Except for excluded claims (defined below), neither party (nor its suppliers) shall have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
13.2 Liability cap. Huma's and its suppliers' entire liability to Customer arising out of or related to this Agreement shall not exceed the amount actually paid by customer to Huma during the prior three (3) months under this Agreement.
13.3 Excluded Claims. "Excluded Claims" means any claim arising (a) from Customer's breach of Section 3.4 (General Restrictions); (b) under Section 4.3 (Your Obligations) or 4.4 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 15 (Confidential Information) (but excluding claims arising from operation or non-operation of the Services).
13.4 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Huma will defend Customer from and against any claim by a third party alleging that the Services when used as authorized under this Agreement infringes third party IP rights and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Huma (including reasonable attorneys' fees) resulting from such claim. This commitment applies provided that Huma will have received from Customer: (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer.
The foregoing indemnification obligation of Huma will not apply: (1) if the Services is modified by any party other than Huma, but solely to the extent the alleged infringement is caused by such modification; (2) if the Services is combined with products or processes not provided by Huma, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of the Services; (4) to any action arising as a result of Customer Data; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Services but instead by features common to any similar product or service; or (6) if Customer settles or makes any admissions with respect to a claim without Huma's prior written consent.
In the event that the Service or deliverables, including the use or operation thereof, or the performance or use of the Services are held to infringe any third party intellectual property rights or is enjoined, Huma shall (i) obtain for the Customer the right to continue the use of the Service or deliverables, or (ii) submit a proposal to Customer to replace or modify the Service or deliverable services so that the replacements or modifications are commercially substantially equal but non-infringing (the acceptance of which is at the Customer's sole and absolute discretion) or (iii) refund any amounts paid by Customer for the Service and the deliverables and relieve Customer of any obligation to pay any amounts incurred but not yet paid.
This Section 14 sets forth Huma’s and its suppliers' sole liability and Customer's sole and exclusive remedy with respect to any claim of intellectual property infringement.
15. Confidential Information
15.1 Each party shall during the Term of this Agreement and thereafter, keep all Confidential Information confidential and not disclose it unless otherwise stated in this Agreement.
15.2 The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.
15.3 The Receiving Party may make disclosures in court provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Customer agrees that Huma may disclose Customer as a customer of Huma. Customer also agrees to allow Huma the use of Customer's name and logo on Huma's web site and in Huma promotional materials.
17.1 Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.
17.2 Governing Law. This agreement shall be subject to and interpreted according to Norwegian law.
17.3 Legal venue: Any dispute related to this Agreement, including its validity, shall be subject to the exclusive jurisdiction of the courts of Oslo, Norway. Huma may however apply for injunctive relief in any jurisdiction.
17.4 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, epidemic, pandemic, natural disaster, failure or diminishment of power or telecommunications or data networks or services, malicious hacking or other forms of data attacks or refusal of a license by a government agency.
17.5 Subcontractors. Huma may use the services of subcontractors and permit them to exercise the rights granted to Huma in order to provide the Services under this Agreement, provided that Huma remains fully responsible such subcontractors, this includes but is not limited to (i) ensuring compliance of any such subcontractor with the terms of this Agreement and (ii) ensuring the overall performance of the Services as required under this Agreement.
17.6 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.