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HRHUB 360 LEGAL AGREEMENT
PLEASE READ THIS USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY AS IT GOVERNS YOUR USE OF THE SOFTWARE AND SERVICES PROVIDED BY Office HUB Inc. (“OfficeHUB”) ALSO KNOWN AS HRHUB 360, (AND ITS SUBSIDIAIRIES). BY USING THE SOFTWARE (AS DEFINED BELOW) YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
1. Definitions.
1.1 “Administrator” shall mean a representative of the Customer (as defined in Section 1.4) with authority to designate additional Authorized Users and/or Administrators.
1.2 “Authorized Users” means those individuals who are authorized by the Customer to use the Software and for whom the applicable license fees have been paid, as stated on the Ordering Document.
1.3 “Content” shall mean any information uploaded or posted by Customer or Authorized Users to the Service and any information provided by Customer to HRHUB 360 in connection with the Service, including, without limitation, information about Authorized Users.
1.4 “Customer” means the legal entity that purchased the Software from HRHUB 360 and on whose behalf it is used.
1.5 “Documentation” means any supporting product help and technical specifications documentation provided to Customer by HRHUB 360 with the Software.
1.6 “Ordering Document” means the HRHUB 360 purchase order form accompanying this license. The terms of such Ordering Document shall be deemed a part of this Agreement.
1.7 “Service” means any support and maintenance service provided by HRHUB 360 to Customer with regards to the Software.
1.8 “Software” means the HRHUB 360 software licensed by the Customer through the Ordering Document, including all related Documentation and details in the ordering Document.
2. Use of Software.
2.1 License. Subject to all other terms and conditions of this Agreement and payment of the license fee designated in the Ordering Document, HRHUB 360 grants Customer and Authorized Users a non-exclusive, non-transferable and non-sublicensable (except as provided in Section 2.2) license to use the Software. The total count of Authorized Users enabled to use the Software must not exceed the number of licenses purchased on the applicable Ordering Document(s).
2.2 Sublicense. Customer may sublicense access to the Software to its subcontractors on Customer's behalf and solely for Customer's direct beneficial purpose, provided that: (a) Customer is responsible for ensuring that any such subcontractor(s) agrees to abide by and fully comply with the terms of this Agreement as they relate to the use of the Software, on the same basis as applies to Customer; (b) such use does not represent or constitute an increase in the scope or number of licenses provided hereunder; and (c) Customer shall remain fully liable for any and all acts or omissions by the subcontractor(s) related to this Agreement.
2.3 Third Party Code. The Software may contain or be provided with components which are licensed from third parties ( Third Party Code), including components subject to the terms and conditions of “open source” software licenses (Open Source Software). Open Source Software may be identified in the Documentation, or in a list of the Open Source Software provided to you upon your written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.
3. Restrictions.
3.1 Customer and Authorized Users shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or Third Party Code or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software or Third Party Code by any means whatsoever; (b) distribute, sell, sublicense, rent, lease or use the Software, or Third Party Code (or any portion thereof) for time sharing, hosting, service provider or like purposes, except as explicitly permitted under Section 2.2 of this Agreement; (c) remove any product identification, proprietary copyright, trademark, service mark, or other notices contained in the Software; (d) modify any part of the Software or Third Party Code, create a derivative work of any part of the Software or Third Party Code, or incorporate the Software or Third Party Code into or with other software; (e) utilize any equipment, device, software, or other means designed to circumvent or remove any form of copy protection used by HRHUB 360 in connection with the Software, or use the Software together with any authorization code, serial number, or other copy protection device not supplied by HRHUB 360; (f) use the Software to develop a commercial product or service offering; (or g) use the Software to upload, post, host, or transmit unsolicited bulk email “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
3.2 Customer acknowledges that the Software is not intended for use with protected health information under HIPAA, credit card numbers, financial account numbers, or other similarlysensitive personal information, and that Customer assumes all risk arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Authorized Users' use of the Software is in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.
4. Ownership. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, HRHUB 360 and its licensors have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software, Third Party Code, and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). Customer acknowledges that it is obtaining only a limited license right to the Software and Third Party Code and that irrespective of any use of the words purchase, sale or like terms hereunder no ownership rights are being conveyed to Customer under this Agreement or otherwise.
5. Access.
5.1 Customer shall designate one or more Administrators. Administrators shall be responsible for managing access by Authorized Users, including adding or removing them, and controlling different permission levels.
5.2 Only Authorized Users are permitted to access the Software. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
5.3 Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users. Authorized User is solely responsible for the safety of their login credentials.
5.4 Administrators are responsible for all use of the Software e by Authorized Users on the list of active Authorized Users associated with their subscription to the Software.
5.5 HRHUB 360 reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Software, with or without notice, except that HRHUB 360 shall provide Customer with 10-days’ notice of any modification that materially reduces the functionality of the Software. Continued use of the Software following any modification constitutes Customer’s acceptance of the modification.
5.6 HRHUB 360 reserves the right to temporarily suspend access to the Software for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Further, HRHUB 360 shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs.
6. Customer Data.
6.1 Customer owns all right, title and interest in the Customer Data. Customer hereby grants to HRHUB 360, a nonexclusive, nontransferable (except as set forth in Section 9(d) below), nonsublicensable right and license to use, copy, transmit, modify and display the Customer Data solely purposes of performing HRHUB 360’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for HRHUB 360 to generate and publish aggregate, anonymized reports on system usage and Content trends and type.
6.2 Customer Data is backed up for 7 days only. HRHUB 360 can help retrieve any customer content generated within 7 days prior to the request date, but not before that.
7. Confidentiality. Customer will treat the Software, documentation, or technical information and other materials distributed with the Software by HRHUB 360 as confidential information ("Confidential Information"), and handle it with the same degree of care to prevent its unauthorized disclosure, that Customer accords to its own confidential information, but in no event with less than reasonable care. Customer's obligations of confidentiality under this Section shall terminate to the extent that Customer can document that the Confidential Information was in the public domain at or prior to the time it was communicated to Customer by HRHUB 360 through no fault of Customer. Customer may also disclose the Confidential Information in response to a valid order by a court or other governmental body, when otherwise required by law, or when necessary to establish the rights of either party under this Agreement, provided Customer gives HRHUB 360 advance written notice thereof. Customer 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 Customer, HRHUB 360 shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
8. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HRHUB 360 PROVIDES THE SOFTWARE AND ANY ASSOCIATED DOCUMENTS AND/OR SERVICES, AS-IS, WITH ALL FAULTS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND FITNESS FOR ANY PARTICULAR PURPOSE, COMPLELTENESS, AND/OR ACCCURACY. HRHUB 360 DOES NOT WARRANT THAT THE SOFTWARE AND ANY ASSOCIATED DOCUMENT AND/OR SERVICES, WILL BE ERROR-FREE OR THAT IT WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT ERRORS IN THE SOFTWARE OR NONCONFORMITY TO ITS DOCUMENTATION CAN OR WILL BE CORRECTED.
9. LIMITED LIABILITY. CUSTOMER AGREES THAT THE LIABILITY OF HRHUB 360 ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. CUSTOMER FURTHER AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HRHUB 360 WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST DATA, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A HRHUB 360 REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OF THIS AGREEMENT.
10. Indemnification.
a. Indemnification by Customer. Customer shall defend HRHUB 360 from and against all third party claims, arising from or relating to (i) any breach by Customer, its Sublicensees, or Authorized Users, of this Agreement, and (ii) Customers' use of the Software, and Customer shall indemnify and hold HRHUB 360 harmless from and against any damages and costs awarded against HRHUB 360 or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such claims, provided that Customer shall have received from HRHUB 360: (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 reasonably necessary cooperation from Husbtream. Customer may not settle any such claim relating to the Software without HRHUB 360’ s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
b. Indemnification by HRHUB 360. HRHUB 360 shall defend Customer from and against any claim by a third party alleging that the Software when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark, and indemnify and hold Customer harmless from and against any damages and costs awarded against Customer or agreed in settlement by HRHUB 360 (including reasonable attorneys’ fees) resulting from such claims, provided that HRHUB 360 shall have received from Customer: (i) reasonable 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 reasonably necessary cooperation from Customer. If Customer’s use of the Software is (or in HRHUB 360’ s opinion is likely to be) enjoined, as required by settlement or if HRHUB 360 determines such actions are reasonably necessary to avoid material liability, HRHUB 360 may, in its sole discretion: (a) substitute for the Software substantially functionally similar programs and documentation; or (b) terminate the Agreement pursuant to Section 13. The foregoing obligations of HRHUB 360 shall not apply: (1) if the Software is modified by any party other than HRHUB 360, but solely to the extent the alleged infringement is caused by such modification; (2) if the Software is combined with products or processes not provided or authorized by HRHUB 360, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of the Software; (4) to any unsupported release of the Software; (5) to any third-party code contained within the Software; or (6) if Customer settles or makes any admissions with respect to a claim without HRHUB 360’ s prior written consent. THIS SECTION 10 (b) SETS FORTH HRHUB 360'S AND ITS LICENSORS' SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
11. Export Controls. Customer acknowledges that the Software is subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the "Export Laws") and that Customer will comply with the Export Laws. Customer will not ship, transfer, export or re-export the Software, directly or indirectly, to : (a ) any countries that are subject to U.S. export restrictions (currently including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria) (each, a n "Embargoed Country"), (b ) any end user whom Customer knows or has reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a "Prohibited Use "), or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each, a "Sanctioned Party"). In addition, Customer is responsible for complying with any local laws in Customer's jurisdiction which may impact Customer's right to import, export or use the Software. Customer represents and warrants that (i) Customer is not a citizen of, or located within, an Embargoed Country; (ii) Customer will not use the Software for a Prohibited Use; and (iii) Customer is not a Sanctioned Party. All rights to use the Software are granted on condition that such rights are immediately forfeited if Customer fails to comply with the terms of this Agreement. If HRHUB 360 has knowledge that a violation has occurred, HRHUB 360 may be prohibited from providing maintenance and support for the Software.
12. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. HRHUB 360 may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of HRHUB 360. Customer may not assign or transfer this Agreement, in whole or in part, without HRHUB 360’ s written consent except that Customer may assign your rights and obligations under this Agreement, in whole but not in part, without HRHUB 360’ s written consent in connection with any merger, consolidation, sale of all or substantially all of your assets, or any other similar transaction provided that: (i) the assignee is not a direct competitor of HRHUB 360; (ii) Customer provides prompt written notice of such assignment to HRHUB 360; (iii) the assignee is capable of fully performing Customer’s obligations under this Agreement; and (iv) the assignee agrees to be bound by the terms and conditions of this Agreement. Any attempt to transfer or assign this Agreement without such written consent will be null and void.
13. Term and Termination.
13.1 This Agreement shall remain in effect for the subscription period chosen by Customer in the Offering Document, and renew automatically if Customer opts to renew such subscription.
13.2 Either party may terminate this Agreement:
(i) non-payment by Customer of any delinquent amounts hereunder within 10 days of written notice by HRHUB 360 specifying the amounts owed;
(ii) immediately upon breach of Sections 3 and 7.
(iii) if the other party has committed any other material breach of obligations under this Agreement and has failed to cure such breach within 30 days of written notice by non-breaching party specifying in reasonable detail the nature of breach, or
(iv) upon the institution of bankruptcy or state law insolvency against the other party, if such proceeding is not dismissed within 30 days of commencement.
13.3 Upon termination, Customer must discontinue use of and destroy the Software, Documentation, and all copies thereto. However, such termination shall not relieve either party of obligations incurred prior to the termination, including payment by Customer for the license period.
13.4 Are Customers able to export their data?
Customers allowed to export their data subject to availability
13.5 The following Sections shall survive termination of this Agreement: 1 (Definitions), 7 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 14 (d) (Governing Law), and 6 (Confidentiality).
14. Service Level Agreement.
This will be available in a separate document based on the type of service and license
15. Support and Maintenance.
This will be available in a separate document based on the type of service and license
16. Miscellaneous
16.1 Force Majeure . Neither party shall 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, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
16.2 Severability . If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
16.3 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Notwithstanding the foregoing, if Customer have entered into a separate written license agreement signed by HRHUB 360 for use, support and maintenance of the Software, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in this Agreement.
16.4 Applicable Law; Venue. Excluding conflict of laws rules, this Agreement shall be governed by and construed under the laws of the State of Washington, U.S. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the courts of King County, Washington or the federal courts in Washington State. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to this Agreement.
16.5 Audit Rights. Upon HRHUB 360’ s written request, Customer shall certify in a signed writing that its use of the Software is in full compliance with the terms of this Agreement and provide a current list of Authorized Users of the Software licenses. With reasonable prior notice, HRHUB 360 may audit Customer’s use of the Software, software monitoring system and records, provided such audit is during regular business hours. If such inspections or audits disclose that Customer has installed, accessed or permitted access to the Software in a manner that is not permitted under this Agreement, then HRHUB 360 may terminate this Agreement pursuant to Section 13 and Customer shall be liable for the reasonable costs of the audit in addition to any other fees, damages and penalties HRHUB 360 may be entitled to under this Agreement and applicable law.
16.6 Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
Effective Date:January 1st 2017.