Welcome to Humantelligence. Please read this Master Subscription Agreement (the “Agreement”) carefully as this Agreement forms a contract between you and Humantelligence Inc. (“HT”, “We”, “Us”, “Our”, or the “Company”) that governs your access and use of any and all:
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT (“TERMS”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on October 1, 2018. It is effective between You and Us as of the Effective Date of the Subscription Agreement entered into between You and HT.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50 of the voting interests of the subject entity.
“Agreement” means this Master Subscription Agreement.
“Beta Services” means Our services that are not generally available to customers.
“Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to a Sales Order, as more fully described in the Documentation.
“Customer” has the same meaning as “You,” defined below.
“Customer Data” has the same meaning as “Your Data,” defined below.
“Documentation” means Our product list and pricing schedule (as amended from time to time), Your Subscription Agreement, any Sales Order, Our online user guides, documentation, and help and training materials, each, as updated from time to time, accessible via www.humantelligence.com or login to the applicable Service.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Non-HT Applications” means a Web-based or offline software application that is provided by Us or a third party and interoperates with Our Service.
“Sales Order” means an ordering document (including, but not limited to, any product list, Subscription Agreement, and/or Purchase Order) specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into a Sales Order hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under a Sales Order.
“Section” means each section of this Agreement and any sub-sections or sub-paragraphs thereto.
“Service(s)” means any and all of the Company’s products and/or services made available by the Company from time to time, including, but not limited to (i) the hosted behavioral science solutions provided by the Company for online assessment and questionnaires, personnel data analytics and content, online career training, development, reward and recognition network; (ii) software provided or made available by the Company; (iii) the Company’s websites or applications; (iv) any written or electronic use or features guides or other documentation provided or made available by the Company; and (v) any associated offline components. “Services” exclude Content and Non-HT Applications.
“Subscription Agreement” means the Subscription Agreement entered into between You and HT.
“User” means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“You,” “Your,” or “Customer” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity, including, but not limited to, Your Users.
“Your Data” or “Customer Data” means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services, excluding Content and Non-HT Applications.