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1.2 This Agreement:
Terms defined in the GDPR and used in this document shall have the same meaning as in the GDPR.
“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 Rosenkrantz' gate 7, 0159 Oslo (4th 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 the in-Service user interface for administering your subscription to the Services.
“Confidential Information” means all non-public information disclosed by one party to the other as part of normal use of the Services, or as part of any communication related to the customer relationship governed by this Agreement. Whether made available in writing or oral, and whether or not identified by the party disclosing such information (the “Disclosing party”) at the time of disclosure as being confidential to the other party (the “Receiving 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 Processing 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.
3.6 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.
4.1 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.
4.4 Your obligations
Huma reserves the right to participate in the defense at our own cost, using counsel of our choice. You cannot settle any claim as described in this section without Huma’s written consent, unless the settlement fully and unconditionally releases Huma from any liability and does not require Huma to pay any costs or take any actions.
Huma agrees to comply with applicable law regarding data security, including the GDPR, and our information security policy is based on the ISO-standard ISO27001. 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.
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.
8.1 Fees. The fees applicable from time to time for the Services are specified on our webpage or as otherwise agreed in writing between the Parties. All fees are exclusive of applicable value added tax (VAT).
Fees are non-refundable, except as expressly set forth in Section 10 (Limited Warranty) and Section 14 (Indemnification). Huma reserves the right to annually adjust the fees in response to general price and cost increases without prior notice. Annual fee adjustments will take effect on January 1st each year.
8.2 Payment. The fees for the Services shall be payable in advance for each Subscription Term. Payment shall be made by the means of payment methods offered by Huma from time to time. By paying for the Service by payment card, Customer authorizes Huma to automatically charge the fee on the first date of the applicable Subscription Term, and during the Subscription Term if the Subscription is upgraded with additional users or services.
8.3 Payment information. Customer is responsible for providing complete and accurate billing and contact information to Huma. At any time, Customer may change its card or other billing information via the Billing page.
8.4 Late payment. If payment is late or incomplete, Huma is entitled to charge penalty interest, reminder fee and/or debt collection fee according to applicable Laws. If the payment is not settled, Huma may terminate this Agreement in accordance with the provisions in 9.3 Termination for Cause.
8.5 Invalid card payment. If payment is not successfully settled due to expiration of a payment 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 charging the payment card (if applicable) or (iii) terminate this Agreement in accordance with the provisions in 9.3 Termination for Cause.
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, except as set out in 9.2 Termination of inactive accounts, and 9.3 Termination for Cause.
9.2 Termination of inactive accounts. Huma reserves the right to terminate the Agreement if Customer has not interacted with the Services in six (6) months. We will not terminate the Agreement in this manner without giving you at least three (3) months’ notice.
9.3 Termination for Cause. Either party may terminate this Agreement if the other party (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 reasonable 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 (Rights in Customer Data), 4.5 (Indemnification by Customer), 4.6 (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).
10.1 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").
13.1 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. If Customer has paid in advance for a period longer than three months, the average fee for the prior three (3) months will be used.
13.3 Excluded Claims. "Excluded Claims" means any claim arising (a) in the case of gross negligence or wilful misconduct on the part of the defaulting party or anyone for whom it is responsible; (b) from Customer's breach of Section 3.4 (General Restrictions); (c) under Section 4.3 (Your Obligations) or 4.5 (Indemnification by Customer); or (d) 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.
14.1 Indemnification of Customer. 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.
14.2 Exceptions. 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.
14.3 Intellectual property infringement. 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.
14.4 Limitation of liability. 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.
15.1 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 Any Huma Technology and performance information relating to any Service will be deemed Confidential Information of Huma without any marking or further designation.
15.3 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.
15.4 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.
15.5 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.
16.1 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.
16.2 Governing Law. This agreement shall be subject to and interpreted according to Norwegian law.
16.3 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.
16.4 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement 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.
16.5 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 for 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.
16.6 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.
