Humi Employee and Employer Terms of Service

1. The Services. The Humi Service provides an online, centralized human resources management platform (the “Platform”) that allows human resources professional to manage human resources information about their employees such as payroll, benefits management, vacation time and other administrative tasks related to human resources management.
2. ‍Provision of the Platform Services. Humi will use commercially reasonable efforts to: make the platform Services available 24 hours a day, 7 days a week, with minimal downtime; except for: (1) planned downtime for maintenance and scheduled upgrades (which may alter the functionality of the Platform); and (2) unavailability caused by circumstances beyond Humi’s reasonable control, including, but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service provider failures or delays, or the unavailability of any third-party provided services.
3. ‍Creating an Account. You must create an account in order to use the Services (your “Account”). When you register you will be asked to provide a corporate email address, and select a password. You are responsible for all the activity occurring on your account, so please select a strong password, and do not share it with any other person. In no circumstances will Humi be liable for any damages caused by any unauthorized access to or use of your account. Please contact us immediately if you suspect, or become aware of any unauthorized use of your account.
4. ‍Service Subscriptions. Once you have registered, you be able to select the services that you want to subscribe to from the following list: (i) Payroll; (ii) Benefits Management; and (iii) Human Resources Administrative Management. You will also be able to identify a website administrator who will be able to give certain individuals on your human resources team access to the employee profiles and employee information stored on the Platform. Additionally, Humi offers the option for companies to sync group benefits packages with the Humi platform so that your systems are all accessible in one central location. If you do not have a group benefits package for your employees and wish to purchase such a package, Humi will, for a fee, act as a benefits broker to find you the best benefits for your business.

Some Services are currently offered by Humi free of charge. Humi reserves the right, in its sole discretion, and at any time, to introduce fees for the Services, to increase or change fees for the Services, or to introduce additional features that are only available upon purchase of a Paid Subscription (as defined below).

1. Paid Subscriptions. We may provide you with the option of purchasing a subscription to the Humi Premium version of the Platform (“Paid Subscription”), which includes additional features. You will be required to provide valid credit card information in order to pay for your Paid Subscription. In addition to these Terms, your Paid Subscription will be governed by the Order Form you receive at the time of purchase (“Order Form”). If you purchase a Paid Subscription, you agree to be bound by the following payment terms:

• Billing Cycle. The membership fee and any other charges you may incur in connection with your Paid Subscription, such as taxes and possible transaction fees, will be charged on either a monthly or yearly basis, as specified in your Order Form (“Billing Cycle”). Charges will be made to the credit card you provide at the time of purchase.
• Cancellation. You can cancel your Paid Subscription at any time, and you will continue to have access to the premium features associated with the Paid Subscription through the end of your Billing Cycle. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for partial usage during the Billing Cycle.
• ‍Termination. Unless your Paid Subscription is terminated for your violation of our Terms of Use, in the event that Humi terminates your Paid Subscription, you will receive a refund equal to the pro-rated cost of your Paid Subscription for the remainder of the Billing Cycle.
• ‍Changes to the price and service plans. We may change our Paid Subscription service plans and the price of our services from time to time; however, any price changes or changes to our service plans will apply to you no earlier than 30 days’ following notice to you.
• User Data. Once you have selected the Services, your designated administrator will be able to create a profile for your employees and input certain information about your employees such as the employee name, salary, employment agreement, and benefits details. You will also be able to send an email to your employees inviting them to register for the services so that they can manage their vacation time, and access their benefits information. All information, data, text, software, photographs, graphics, video, messages or other materials transmitted to the Platform (“User Data”), is the sole responsibility of such Users. You are solely responsible for ensuring that you have the necessary permissions and have made the necessary disclosures in respect of any User Data submitted to the Platform, and that your use of the data complies with all applicable laws, including privacy laws. To the extent that any User Data contains personal information, such personal information will be treated in accordance with the terms of the Humi Privacy Policy, the terms of which are hereby incorporated by reference and forms an integral part of this Agreement. Under no circumstances will Humi be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.

1. License of User Data. By submitting, posting or displaying User Data on or through the Service, you grant to Humi (and our agents) a non-exclusive, royalty-free license to collect, use, copy and store such User Data to the extent necessary to provide the Services to You and your employees. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Data that you submit.
2. ‍Restrictions on User Data and Use of the Services. Humi reserves the right at all times (but will have no obligation) to remove any User Data and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public.

In using the Website, Platform and/or Services You shall not and shall not permit any person to:

(a) use the Platform other than as permitted by this Agreement;

(b) use the Platform to send, store, publish, post, upload or otherwise transmit any User Data in violation of any warranty, representation or obligation of Customer under this Agreement;

(c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party, other than employees, or as otherwise expressly contemplated in accordance with this Agreement;

(d) use the Platform to upload, collect, transmit, store, use or process, or ask Us to obtain from third parties, any data or information: (A) that You do not have the lawful right to copy, transmit, distribute, and display; (B) for which You do not have the consent or permission from the owner of any Personal Information contained therein; (C) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity or privacy); (D) that is tortious, defamatory, obscene, or offensive; or (E) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.

(e) use the Platform to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;

(f) use the Platform in a manner that interferes with or disrupts the integrity or performance of the Platform;

(g) attempt to gain unauthorized access to the Platform or its related systems or networks;

(h) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Platform;

(i) use any data mining, robots or similar data gathering or extraction methods;

(j) access the Platform for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Platform; or

(k) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code or modify the Platform, except as expressly provided for in this Agreement.

Humi reserves the right to terminate, limit, or suspend Your access to the Platform, for any breach of these restrictions or any other violation of any other term of this Agreement.

1. Customer Support. Humi may provide customer support to users who subscribe to the Services, as indicated in your Order Form. Users who purchase a Paid Subscription or otherwise enroll in Humi Premium will receive support that includes access to a customer support person available by phone from 9:00 to 17:00 EST, Monday to Friday and will be able to contact Humi by email at any time. Humi will use commercially reasonable efforts to respond on the next business day (being Monday to Friday, excluding any holidays in Ontario). Each customer will receive a private phone number and email address for customer support purposes upon subscribing for Humi Premium.

Companies who do not purchase a Paid Subscription may access information available on the Help Page of our Website, and the educational materials available on our blog, which is located at https://humi.zendesk.com/hc/en-us.

1. License. Except for User Data, the Website and Services, including information and materials that they contain, are the property of Humi and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to the terms of this Agreement, Humi grants you a non-transferable, non-exclusive, license to access and use the Platform and Services (including the underlying software and technology therein)for your internal business purposes (the “License”). Any software provided to you is licensed and not sold.
2. ‍Reservation of Rights. Except for the rights and licenses granted in this Agreement, any and all intellectual property rights to or arising from the Website, Platform and Services shall remain the exclusive property of Humi and its licensors. Nothing in the Terms gives you a right to use the Humi or Humi names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. Any unauthorized use of Humi’s intellectual property rights is a violation of this agreement as well as a violation of intellectual property laws and treaties, including, without limitation copyright and trademark laws.
3. ‍Confidentiality. “Confidential Information” means information of a party (“Disclosing Party”) that the other party (“Receiving Party”) receives in connection with the Services, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, your employee’s information, details of your benefits plans, company financial information and any other non-public content posted, transmitted or accessed through the Services. A Receiving Party shall (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with the Services; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information to a third party to the extent that such Confidential Information is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of This Agreement by the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
4. ‍Feedback. If You provide Humi with any suggestions, comments or other feedback relating to any aspect of the Website, Platform and/or Service ("Feedback"), Humi may use such Feedback in the Website or in any other Humi products or services (collectively, "Humi Offerings"). Accordingly, You agree that: (a) Humi is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Humi, (c) Humi (including all of its successors and assigns and any successors and assigns of any of the Humi Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Humi Offerings, and (d) You are not entitled to receive any compensation or reimbursement of any kind from Humi or any of the other users of the Website in respect of the Feedback.
5. ‍Term. Subject to any Order Form, this Agreement will commence on the date it is entered into by You and shall continue indefinitely until terminated in accordance with section 15, below.
6. ‍Termination. Humi may, for any reason or for no reason terminate your Account, and/or your ability to access the Website, Services or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use, your Order Form, or any other agreement that You may have with Humi (including, without limitation, non-payment of any fees owed by You to Humi), (b) requests by law enforcement or other government agencies, (c) a request by You, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of Your access to the Website and Services may also include removal of some or all of the materials uploaded by You to the Website. You acknowledge and agree that all terminations may be made by Humi in its sole discretion and that Humi shall not be liable to You or any third-party for any termination of Your access to this Website or for the removal of any of the materials uploaded by You to the Website. Any termination of these terms of use by Humi shall be in addition to any and all other rights and remedies that Humi may have.

YOU ACKNOWLEDGE THAT FOLLOWING TERMINATION OF YOUR ACCOUNT FOR ANY REASON YOU WILL NOT BE ABLE TO ACCESS OR RETRIEVE ANY USER DATA.

1. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, PLATFORM AND SERVICES, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS" AND “AS AVAILABLE.” HUMI SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTIBLE QUALITY NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. HUMI DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND HUMI SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY. HUMI WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.
2. ‍LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL HUMI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, HUMI APP OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR HUMI APP, OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF HUMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HUMI’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID HUMI IN THE PRIOR 12 MONTHS LEADING UP TO THE EVENT THAT GAVE RISE TO THE CLAIM (IF ANY) . THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
3. ‍INDEMNIFICATION. YOU SHALL INDEMNIFY, DEFEND AND HOLD HUMI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INCURRED IN CONNECTION WITH YOUR USE OF THE SERVICES, ANY MATERIALS, INFORMATION OR DATA SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE, INCLUDING ANY INFORMATION THAT VIOLATES THE PRIVACY RIGHTS OF ANY INDIVIDUAL AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF USE.
4. ‍Availability & Updates. Humi may alter, suspend, or discontinue this Website or Services at any time and for any reason or no reason, without notice. The Website, Platform and Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Humi may periodically add or update the information and materials on this Website without notice.
5. ‍Security. Information sent or received over the Internet is generally unsecure and Humi cannot and does not make any representation, warranty, or condition, concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information.
6. ‍General. These Terms of Use, together with any Order Form and our Privacy Policy, constitutes the entire agreement between the parties relating to the Website, the Services and all related activities. The parties intend that their relationship to one another is that of an independent contractor and nothing in these terms creates the relationship of agent, partner, representative, joint venture or employment relationship between the parties. These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by Humi. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Humi to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Humi must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Humi’s prior written consent. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The parties hereby agree to submit to the jurisdiction of the Courts of the Province of Ontario.

Last updated: April 21, 2017.