Please read these Terms carefully. By signifying your acceptance of these Terms or by downloading, copying or using any Reports or Content, you are agreeing to be legally bound by these Terms. If you are accepting these Terms or downloading, copying or using Atlas or any Report or Content for use by, for or on behalf of another person or an entity (e.g., your employer or client) (the "Company"), when these Terms refers to "you", it means you individually and the Company.
We may provide you access to Atlas, Reports and/or Content pursuant to written or electronic subscription, license or services agreement or order form agreed to by you and us (each an "Agreement"). To the extent there is any conflict between these Terms and the terms and conditions set forth in an applicable Agreement, the terms and conditions of the Agreement shall control.
If you are using the Services under an applicable Agreement between us and Company, we may disclose to Company details of visits you make to the Website and any use you make of the Services. We may also use your email address to connect your user profile with those of your colleagues that share your email domain.
Definitions. In addition to any capitalized terms defined in these Terms, as used herein, the following capitalized terms shall have the following meanings:
- “Company Data” means the information that Company has submitted, stored and/or processed in conjunction with utilizing Services under an applicable Agreement. For purposes of clarification, Company Data excludes Performance Data generated by use of the Services and Feedback, which is confidential and proprietary to us.
- “Feedback” means any and all suggestions, comments, learnings and/or other feedback Company provides to us arising out of, in connection with, or relating to, the Services.
- “Performance Data” means data pertaining to the performance of the Services, and Company’s use of them.
- “Services” means, collectively, the professional services provided by us under an applicable Agreement and your use of the Website, Atlas, HFA, Reports, any Content, and any other of our offerings.
- “Improvements” means all updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Services and its documentation, including derivative works thereof, as developed by us from time to time in our sole discretion and made generally available for production use without a separate charge to customers.
- “Intellectual Property Rights” means all rights, title and interest to or in patent, copyright, trademark, service mark, trade secret, business or trade name, know-how and rights of a similar or corresponding nature.
What you May Do with Atlas, Reports and Content therein (the “Atlas License”). If we provide you access to the parts of Atlas that are visible without logging-in, subject to the restrictions and conditions in these Terms or an applicable Agreement, we grant you the non-exclusive right to:
- access and use Atlas to search for and view the Content displayed therein;
- use the capabilities of Atlas to create and populate Reports containing Content selected, compiled or created based on criteria input by or for you, subject to the limits – if any - on total number of Reports set forth in the Agreement;
- download such Reports; and
- internally copy or use the Reports and extracts therefrom to the extent permitted in an applicable Agreement.
What you May Do with HFA and Content therein (the “HFA License”). If we provide you with access to HFA, subject to the restrictions and conditions in these Terms or the applicable Agreement, we grant you the non- exclusive right to:
- Access and use HFA to search for and view the Content displayed therein;
- Internally copy or use Content within HFA and extracts therefrom for internal purposes of the Company and allow other personnel in the Company to do so.
Some Limits to Permitted Use of the Website, Atlas, HFA, and all Reports and Content /the Licenses.
- Use of the Website, Atlas, Reports, HFA and Content must be solely for the Company's own internal business purposes, and not for resale, redistribution, use as a service bureau for other parties or commercial exploitation.
- The Atlas License and the HFA License and these Terms are not transferable to anyone else. Likewise, you may not distribute, transmit or display Atlas, HFA, or any Report, extracts therefrom or any Content to anyone outside the Company other than for the internal purposes of the Company.
- You will not copy or download any Content from Atlas outside of the Reports. Likewise, you must not use computer scripts or other automation to scrape the Website, Atlas, HFA or download or extract any Content. We may employ mechanisms and procedures that we determine to be appropriate to prevent these things from happening.
- You will not reverse engineer, decompile, or disassemble any part of any source code contained within the Website, Atlas, HFA or any Content or avoid, bypass, remove or impair any technological measure that limits access to Atlas, HFA or any Content.
- The Atlas License and the HFA License are conditioned upon your material compliance with these Terms and our receipt of all fees due to us. You may not access, use or disclose Atlas, any Report, HFA or any Content in any of the foregoing in any way not expressly permitted by the Atlas License or HFA License, as the case may be, or facilitate or permit anyone else doing so.
- You will not facilitate access to the Services to any person, other than as expressly permitted by these Terms or an applicable Agreement.
- You will not acquire, and we and/or our licensors will retain, all right, title, and interest in and to all of the copyrights and other proprietary rights in the Website, Atlas (including the standard reports and report templates used or provided by Atlas), HFA, any and all Reports and Content and all documentation for and all Improvements developed or acquired for or by us from time to time, whether or not developed based on Feedback. Of course, this would not include your trademarks, service marks or name and this is subject to the non-exclusive rights that are expressly granted to you by these Terms.
- Note that any images, trademarks, logos, product designs that may be included or depicted within Atlas, the Website, HFA, any Report, or any Content are not covered by the Atlas License or the HFA License.
- You will not frame or use framing techniques to enclose the Website, Atlas, HFA or any part thereof or any of Content or any trademark, logo, or other proprietary information (including images, text, page layout or form) of HumanFirst or the Website without our express written consent.
Ownership of Company Data: As between us and Company, Company shall own all right, title and interest in and to the Company Data and all Intellectual Property Rights therein. We will process the Company Data for the purpose of providing Services to Company pursuant to the terms and conditions of an applicable Agreement.
Disclaimers: Company bears sole responsibility for determining the suitability of the Services for Company’s use. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR LICENSORS MAKE NO, AND HEREBY DISCLAIM ANY, REPRESENTATION, WARRANTY OR GUARANTEE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY; OF FITNESS FOR A PARTICULAR PURPOSE; ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS; OR TITLE. WE AND OUR LICENSORS MAKE NO WARRANTY THAT OPERATION OF THE WEBSITE, ATLAS OR HFA WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
Limitation of Liability: IN NO EVENT WILL WE OR OUR SUPPLIERS, LICENSORS, SERVICE PROVIDERS AND SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY APPLICABLE AGREEMENT (OR THE TERMINATION HEREOF), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANYONE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY, OR HAS CONSTRUCTIVE KNOWLEDGE, OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR AN APPLICABLE AGREEMENT, THE TOTAL LIABILITY, IN THE AGGREGATE, OF US AND OUR SUPPLIERS, LICENSORS, SERVICE PROVIDERS AND SUBCONTRACTORS, AND ANY OF THEM, TO YOU AND/OR COMPANY OR ANYONE CLAIMING BY OR THROUGH COMPANY, FOR ANY AND ALL CLAIMS, LOSSES, COSTS OR DAMAGES, OF ANY NATURE WHATSOEVER IN ANY WAY RELATED TO THESE TERMS OR AN APPLICABLE AGREEMENT FROM ANY CAUSE OR CAUSES SHALL NOT EXCEED THE ACTUAL, DIRECT DAMAGES SUFFERED BY YOU AND/OR COMPANY UP TO THE ACTUAL AMOUNT PAID BY, OR DUE FROM, COMPANY TO US UNDER AN APPLICABLE AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM(S) FOR THE SPECIFIC SERVICE(S) GIVING RISE TO SUCH CLAIM(S). IT IS INTENDED THAT THIS LIMITATION APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING. YOU AND/OR COMPANY SHALL BE TIME-BARRED FROM BRINGING ANY CLAIM IN CONNECTION WITH THESE TERMS AND/OR AN APPLICABLE AGREEMENT AGAINST US MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH CLAIM OCCURRED.
Taxes: You are responsible for promptly paying any and all applicable sales taxes, use taxes, value added taxes, property tax, customs, duties and any related interest or penalties imposed by any jurisdiction as a result of any download, access to or use of the Services.
Termination: The Atlas License and the HFA License will terminate automatically without notice from us if you fail to pay any amounts due to us or fail to cure a material violation of any provision of these Terms within 14 days of written notice from us of the same. Upon any termination above, we may terminate your access to Atlas and HFA and you must immediately: (i) stop using all Reports and Content; and (ii) delete or remove all Reports and Content from your premises, computer systems and storage (electronic or physical). The terms and provisions of Sections 3 through 9 shall survive termination or expiration of the Atlas License and/or the HFA License, these Terms and the Agreement.
Feedback: We may freely use any and all Feedback for any purpose without any liability or obligation to you of any kind. We may also freely use, without liability or obligation to you of any kind, any technical information we derive from providing you access to or use of the Website, Atlas, HFA, Reports, any Content or our services relating to problem resolution, troubleshooting, product functionality and services enhancements and fixes.
Links To Third Parties: The Website may provide links or references to other sites, services, devices, content and resources. You acknowledge and agree that we are not responsible for, we do not endorse, and that we will not be directly or indirectly responsible or liable for any damage or loss caused by or in connection with use of or reliance on any of the same.
Authority: You represent and warrant that you have full legal authority to bind the Company to these Terms. If you do not have such authority or you do not agree with these Terms, do not accept these Terms and do not access or use the Website, Atlas, or HFA or download, copy or use any Content.
Distribution List: In registering for an account hereunder, you will be opted-in to our distribution list. You will remain on the distribution list until you opt-out via the one-click unsubscribe at the bottom of a relevant distribution.
- Notwithstanding anything else in these Terms, the Agreement or any other agreement, (i) we reserve the right to terminate or modify any or all aspects of the website, Atlas, HFA or any Content at any time and without notice to you, (ii) we reserve the right to amend these Terms at any time upon notice to you, and (iii) you will be subject to the terms of the same in force at the time that a Report or Content was downloaded by you. No modification, deletion, amendment of any provision is binding on us unless in writing signed by our authorized representative or posted by us on the Website.
- The term "you" or the "Company" means the person, company, institution, agency, or other entity to or for which we are providing access to the Website, Atlas or HFA or which is receiving any Reports or Content. The party with which you are contracting is, and as used herein the terms ""we", "us" and "our" means HumanFirst, Inc., a Delaware corporation.
- All matters (in contract, tort or otherwise) arising out of, in connection with, or relating to these Terms including, without limitation, the validity, interpretation, construction, performance, and enforcement of these Terms, shall be governed, construed, and interpreted exclusively in accordance with the laws of the State of California without giving effect to its conflicts or choice-of-law principles. You irrevocably consent to the exclusive personal and subject matter jurisdiction of the federal and state courts located in San Francisco, California, and to the exclusive venue of the United States District Court for the Northern District of California and of the courts of the State of California located in San Francisco, California. You hereby irrevocably waive any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
- Unless the context requires otherwise, in any part of these Terms: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; (ii) "must not", "shall not" and "may not" are expressions of prohibition, and "will", "must", and "shall" are expressions of command, and not merely expressions of future intent or expectation; (iii) use of the singular imports the plural and vice versa; (iv) references to one or no gender include the other or no gender.