This Customer Agreement (Distributed) (this “Agreement”) is between HumanSignal, Inc., a Delaware corporation (“HumanSignal”), and (“Customer”) and is effective as of (the “Effective Date”).
This Customer Agreement shall apply to Customer's use of HumanSignal’s data labeling tools (collectively, the “HumanSignal Product”) ordered by Customer pursuant to one or more ordering documents entered into between Customer and HumanSignal (which may include overages, permitted number of users, and the applicable subscription term) ("Order Form"). This Agreement and such Order Forms, which are hereby incorporated into, supplement and form a part of this Agreement, represent the parties' entire understanding regarding the HumanSignal Product and shall control over any different or additional terms of any purchase order or other non-HumanSignal ordering document, and no terms included in any such purchase order or other non-HumanSignal ordering document shall apply to the HumanSignal Product. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form shall control. “Customer” means the company or other legal entity that entered into an Order Form, including Customer’s Authorized Users. You represent that you have the authority to bind Customer to the terms of this Agreement. If you do not agree to the terms of this Agreement, or if you are not authorized to accept this Agreement on behalf of your organization or entity, do not access or use any of the HumanSignal Products.
HumanSignal has developed and makes available data labelling tools (collectively, the “HumanSignal Product”). Customer desires to install and use the HumanSignal Product to augment its existing data labelling capabilities.
1.1 The following terms, when used in this Agreement will have the following meanings:
“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.
“Authorized Users” means Customer’s designated end users who receive access credentials authorizing them to access and use the Services.
“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by HumanSignal for the HumanSignal Product.
“Non-HumanSignal Product” means a third party or Customer web-based, mobile, offline or other software application that integrates with the HumanSignal Product (other than third party data hosting services used by HumanSignal). For clarity, the HumanSignal Product excludes Non-HumanSignal Products.
“Order Form” means an order form, quote or other similar document that sets forth the specific HumanSignal Product and pricing therefor (including in relation to overages), permitted number of users and subscription term, and that references this Agreement and is mutually executed by the parties. Order Form #1 is attached hereto in Exhibit A and is deemed mutually executed as of the Effective Date.
2.1 License Grant. Subject to the terms and conditions of this Agreement, HumanSignal hereby grants Customer a non-exclusive, non-transferrable, non-sublicensable right and license, during the subscription term set forth in the applicable Order Form (“Subscription Term”), to use the HumanSignal Product designated in such Order Form in object code only for its internal business purposes, subject to any usage limitations or other restrictions set forth in such Order Form. Except as set forth in the applicable Order Form or as agreed upon in writing between the parties, all licenses associated with use of the HumanSignal Product are assigned on a named-user basis and are not intended to operate as floating or concurrent licenses. Customer may not circumvent seat-based licensing limitations by rotating or reassigning licensed users beyond the frequency reasonably permitted for legitimate personnel changes.
2.2 Authorized Users. Customer acknowledges and agrees that: (a) the maximum number of Authorized Users that Customer will authorize to access and use the Services will not exceed the number subscriptions you have purchased; and (b) Customer will not allow any Authorized User’s account to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services under the same account.
2.3 Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”). Customer will not directly or indirectly:
(a) copy the HumanSignal Product onto any public or distributed network, except for an internal and secure cloud computing environment;
(b) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the HumanSignal Product;
(c) attempt to probe, scan or test the vulnerability of the HumanSignal Product, breach the security or authentication measures of the HumanSignal Product without proper authorization or wilfully render any part of the HumanSignal Product unusable;
(d) modify, adapt, translate or create derivative works based on all or any part of the HumanSignal Product;
(e) modify any proprietary rights notices which appear in the HumanSignal Product or components thereof;
(f) transfer, distribute, resell, lease, license, or assign the HumanSignal Product or otherwise offer the HumanSignal Product on a standalone basis;
(g) export or re-export any HumanSignal Product or technical data or any copy, portions or direct product thereof to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders; or
(h) otherwise use the HumanSignal Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.
2.4 Customer Responsibilities.
(a) Customer acknowledges that HumanSignal’s provision of the HumanSignal Product is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer’s systems, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner.
(b) Customer will (i) be responsible for all use of the HumanSignal Product by any and all employees, contractors, or other users that it allows to access the HumanSignal Product, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the HumanSignal Product, (iii) notify HumanSignal promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the HumanSignal Product and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to access or otherwise use the HumanSignal Product, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and HumanSignal will have no liability for such failure (including under any service level agreement).
(c) Customers are responsible for maintaining the confidentiality of their account credentials and ensuring each licensed seat is assigned to a single designated user. While credentials may be reassigned to replace individuals who no longer require access, seat rotations may not occur more than once every ninety (90) consecutive days. Any more frequent reassignments will be considered new, active seat assignments, requiring the purchase of additional licenses. HumanSignal reserves the right to audit seat usage, charge for unauthorized overuse, and take corrective actions, including service suspension or termination, for violations. Upon termination or expiration of the Agreement, all credentials will be deactivated.
2.5 Support and Maintenance. On an Order Form-by-Order Form basis, during the applicable Subscription Term, HumanSignal will provide Customer with Support and Maintenance for the HumanSignal Product that is the subject of such Order Form as set forth in Exhibit B.
2.6 Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and HumanSignal and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.
2.7 FOSS Software. Certain “free” or “open source” based software (the “FOSS Software”) is shipped with the HumanSignal Product but is not considered part of the HumanSignal Product hereunder. A list of the FOSS Software will be provided to Customer upon Customer’s written request.
3.1 Fees. Customer will pay HumanSignal for amounts invoiced by HumanSignal to Customer pursuant to the fees set forth in the Order Form. Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt thereof, unless a specific date for payment is set forth in the Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
3.2 Late Payment; Audits. HumanSignal may suspend access to the HumanSignal Product immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date. If HumanSignal has not received payment within five (5) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by HumanSignal.
3.3 Verification of Your Usage Levels; Audits. HumanSignal retains the right to audit Customer’s use of the Services to verify that Customer is not exceeding the number of Authorized User subscriptions purchased. If any such audit reveals that Customer has used more Authorized User subscriptions than purchased, including by allowing multiple individuals to use the same account, then HumanSignal will be entitled to invoice Customer for, and Customer will be required to pay, any additional Fees due for such excess use. In additional to monitoring the Authorized User’s use of the Service, if Customer exceeds any usage limits set forth in the applicable Order Form or otherwise agreed by HumanSignal, HumanSignal may charge Customer for such excess usage at its then-current overage rates. All such overage fees will be invoiced in arrears and will be due and payable in accordance with the payment terms set forth in the Agreement. Customer will maintain, and HumanSignal will be entitled to audit, any records relevant to Customer’s use of the HumanSignal Product hereunder. HumanSignal may audit such records on reasonable notice at HumanSignal’s cost (or if the audits reveal material non-compliance with this Agreement, at Customer’s cost).
3.4 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of HumanSignal. Customer will not withhold any taxes from any amounts due to HumanSignal.
3.5 Annual Price Adjustment. Beginning on the first anniversary of the Effective Date, and annually thereafter, the fees for the HumanSignal Product and any additional Services set forth in the applicable Order Form may be increased by up to ten percent (10%), or by the percentage increase in the U.S. Consumer Price Index for Information Technology (I:USCPIIUM) for the prior twelve (12) month period, whichever is greater, unless otherwise agreed in writing by the parties. Such adjustments shall apply automatically on each anniversary of the Effective Date and shall be reflected in the next billing cycle.
4.1 Proprietary Rights. As between the parties, HumanSignal exclusively owns all right, title and interest in and to the HumanSignal Product and HumanSignal’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data, insights produced specifically for Customer via the use of the HumanSignal Product by Customer (which will constitute Customer Data for purposes hereof) and Customer’s Confidential Information.
4.2 Feedback. Customer may from time to time provide HumanSignal suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the HumanSignal Product. HumanSignal will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. HumanSignal will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
4.3 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
5.1 HumanSignal. HumanSignal warrants that, during the first thirty (30) days following the date the HumanSignal Product is made available to Customer pursuant to the applicable Order Form (the “Warranty Period”), the HumanSignal Product will, in all material respects, conform to the functionality described in the Documentation. HumanSignal’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, for a breach of this warranty shall be that HumanSignal will use commercially reasonable efforts to correct the deficiency at no additional charge to Customer, and if HumanSignal is unable to materially restore such functionality within thirty (30) days from the date of written notice of said breach, as Customer’s sole and exclusive remedy, Customer shall be entitled to terminate such Order Form upon written notice and receive a refund of the license fees which have been paid for the HumanSignal Product. Customer will use commercially reasonable efforts to notify HumanSignal in writing within thirty (30) days of identifying the deficiency, but Customer’s failure to notify HumanSignal within such period will not affect Customer’s right to receive warranty remedies unless HumanSignal is unable to, or impaired in its ability to, correct the deficiency due to Customer’s failure to notify. The remedies set forth in this section will be Customer’s sole remedy and HumanSignal’s sole liability for breach of such warranty.
5.2 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE HumanSignal PRODUCT AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND HumanSignal EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF THE HumanSignal PRODUCT OR ANY RELATED SERVICES. CUSTOMER ACKNOWLEDGES THAT THE INSIGHTS PROVIDED BY THE HumanSignal PRODUCT DO NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL, AND HumanSignal EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE HumanSignal PRODUCT OR ANY RELATED SERVICES. HumanSignal IS NOT RESPONSIBLE OR LIABLE FOR ANY NON-HumanSignal PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
5.3 BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH HumanSignal WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY HumanSignal. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. HumanSignal DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR HumanSignal MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
6.1 Indemnity by HumanSignal. HumanSignal will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the HumanSignal Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by HumanSignal) in connection with any such Claim; provided that (a) Customer will promptly notify HumanSignal of such Claim, (b) HumanSignal will have the sole and exclusive authority to defend and/or settle any such Claim (provided that HumanSignal may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with HumanSignal in connection therewith. If the use of the HumanSignal Product by Customer has become, or in HumanSignal’s opinion is likely to become, the subject of any claim of infringement, HumanSignal may at its option and expense (i) procure for Customer the right to continue using and receiving the HumanSignal Product as set forth hereunder; (ii) replace or modify the HumanSignal Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable Subscription Term. HumanSignal will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) unauthorized use of the HumanSignal Product by Customer or use not in accordance with this Agreement; (C) modification of the HumanSignal Product by any party other than HumanSignal without HumanSignal’s express consent; (D) Customer Confidential Information; (E) Customer’s failure to use an updated or modified version of the HumanSignal Product provided by HumanSignal to avoid infringement or misappropriation; or (F) the combination, operation or use of the HumanSignal Product with other applications, portions of applications, product(s) or services where the HumanSignal Product would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states HumanSignal’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
6.2 Indemnification by Customer. Customer will defend HumanSignal against any Claim made or brought against HumanSignal by a third party arising out of the Excluded Claims, and Customer will indemnify HumanSignal for any damages finally awarded against HumanSignal (or any settlement approved by Customer) in connection with any such Claim; provided that (a) HumanSignal will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without HumanSignal’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases HumanSignal of all liability) and (c) HumanSignal reasonably cooperates with Customer in connection therewith.
EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2.1 OR A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.
8.1 Term. The term of this Agreement will commence on the Effective Date of the initial Order Form and continue until terminated as set forth below. The initial term of each Order Form will begin on the Order Form Effective Date of such Order Form and will continue for the Subscription Term set forth therein. Except as set forth in such Order Form, the Subscription Term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial Subscription Term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
8.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Upon expiration or termination of this Agreement or any Order Form for any reason, Customer shall cease any further use of the applicable HumanSignal Product and destroy any copies of such HumanSignal Product or Documentation within Customer’s possession and control. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.
8.3 Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.
9.1 Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the HumanSignal Product.
9.2 Publicity. Customer agrees that HumanSignal may refer to Customer’s name and trademarks in HumanSignal’s marketing materials and website; however, HumanSignal will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email) not to be unreasonably delayed.
9.3 Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
9.4 Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
9.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
9.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
9.7 Governing Law. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
9.8 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.
9.9 Entire Agreement. This Agreement comprises the entire agreement between Customer and HumanSignal with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by HumanSignal, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
9.10 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
9.11 Government Terms. HumanSignal provides the HumanSignal Product, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the HumanSignal Product, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The HumanSignal Product was developed fully at private expense.
9.12 Interpretation. For purposes hereof, “including” means “including without limitation”.
Form #1
Support and Maintenance Terms and Conditions
Subject to Customer’s payment of applicable fees as detailed in the Order Form, HumanSignal will provide the following standard Maintenance and Support services to Customer for the Subscription Term set forth in such Order Form with respect to the HumanSignal Product licensed pursuant to such Order Form.
HumanSignal will not provide Maintenance and Support during downtime of the HumanSignal Product that results from:
Maintenance services do not include the right to access new or bundled product offerings made available by HumanSignal, unless licenses for such offerings are separately purchased.
Service Issues are assigned a classification at the time of Customer’s initial contact with HumanSignal, and are classified according to the severity levels set forth below. HumanSignal will initially respond in accordance with the response times applicable to Service Issues reported by e-mail or our Support Portal during HumanSignal’s regular service hours for the applicable region as set forth below. Failure to contact Customer within the response time period because the Customer is unavailable (e.g., phone busy, no answer, in a meeting, or out of the office) does not constitute HumanSignal’s noncompliance with the response commitment. Customer shall cooperate with HumanSignal to provide reproducible results for any errors reported. HumanSignal’s ability to provide Support will depend, in some cases, on the ability of Customer’s representatives to provide accurate and detailed information and to aid HumanSignal in handling a Service Issue. Customer shall provide HumanSignal with reasonable access to Customer’s systems, premises and staff as needed to provide Support. HumanSignal will provide Support for each Release for at least twelve (12) months after the subsequent Release is first made commercially available. After such period, HumanSignal will provide Support, as needed, to Customer to update its use of the HumanSignal Product to the latest Release of the HumanSignal Product. For clarity, however, Support is provided only during the Subscription Term of Customer’s license to the HumanSignal Product.
Severity 1 Critical Business Impact: HumanSignal Product is not functioning or is stopped or severely impacted so that Customer cannot reasonably continue use of HumanSignal Product and no Workaround is available.
Severity 2 Major Business Impact: HumanSignal Product is functioning inconsistently causing significantly impaired Customer usage and productivity, such as periodic work stoppages and feature crashes
Severity 3 Minor Business Impact: HumanSignal Product is functioning inconsistently causing slightly impaired Customer usage and productivity but Customer can work around such inconsistency or impairment.
Severity 4 No Business Impact: HumanSignal Product is functioning consistently but Customer requests minor changes in HumanSignal Product such as Documentation Updates, cosmetic defects or enhancements.
Customer Point of Contact. Customer will designate a specific individual to be the primary point of contact for Support and Maintenance communications with HumanSignal and will deliver contact information for such individual to HumanSignal’s support team.
Customer Support.
Live Support. HumanSignal live technical support business hours start at 1:00 am Pacific Time and run until 5:00 pm Pacific Time on weekdays. Technical support can be contacted via email at support@humansignal.com or through our Support Center, located at https://support.humansignal.com.
Communication Channels.
Email: support@humansignal.com
Phone: +1 (415) 996-0806
Communication tool: Support Center located at https://support.humansignal.com
Live technical support will not be available on Christmas Day (December 25) and New Year’s Day (January 1). Limited technical support will be available during the hours listed above during HumanSignal holidays. The current HumanSignal holidays are set forth below:
All contact information and support availability dates are subject to change upon written notice from HumanSignal.