Terms

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF HUMU, INC. (“HUMU”), ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY HUMU. THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE BY ACCESS OR USING THE WEBSITE IN ANY WAY, (“USERS”) INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE OR DOWNLOADING HUMU’S MOBILE APPLICATION (THE “APPLICATION”), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH HUMU, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE, APPLICATION OR THE SERVICES.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement”.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY HUMU IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Humu will make a new copy of the Terms of Use available at the Website and within the Application and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or within the Application. We will also update the “Last Updated” date at the top of the Terms of Use. If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement. Any changes to the Agreement will be effective immediately for new Users of the Website, the Application and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 2.1 below). Humu may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, the Application and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application and/or the Services. Otherwise, your continued use of the Website, the Application and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.

1. Use of the Services and Humu Properties. The Application, the Software, the Website, the Services, and the information and content available on the Website and in the Application and the Services (as these terms are defined herein) (collectively, the “Humu Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, Humu grants you a limited license to reproduce portions of Humu Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Humu in a separate license, your right to use any Humu Properties is subject to the Agreement.
2. Application License. Subject to your compliance with the Agreement, Humu grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Agreement of Service.
3. Humu Software. Humu has developed a human resource technology that allows its enterprise customers and their authorized employees to: (i) participate in human resource surveys (“Surveys”) and (ii) use Humu’s software platform via this Website (“Humu Platform”). Use of the Humu Platform, Surveys and any other software and associated documentation, other than the Application, that is made available via the Website or the Services (“Software”) is governed by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will Company provide you with any tangible copy of our Software. Company shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation. For the purposes of this section tangible media shall include, but not be limited to, any tape disk, compact disk, card, flash drive, or any other comparable physical medium. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If no license agreement accompanies use of the Software, use of the Software will be governed by the Agreement. At no time will Humu provide you with any tangible copy of our Software. Subject to your compliance with the Agreement, Humu grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement.
4. Updates. You understand that Humu Properties are evolving. As a result, Humu may require you to accept updates to Humu Properties that you have installed on your computer or mobile device. You acknowledge and agree that Humu may update Humu Properties with or without notifying you. You may need to update third-party software from time to time in order to use Humu Properties.
5. Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Humu Properties or any portion of Humu Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Humu Properties (including images, text, page layout or form) of Humu; (c) you shall not use any metatags or other “hidden text” using Humu’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Humu Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Humu Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Humu Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Humu Properties. Any future release, update or other addition to Humu Properties shall be subject to the Agreement. Humu, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of Humu Properties terminates the licenses granted by Humu pursuant to the Agreement.
6. Third-Party Materials. As a part of Humu Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Humu to monitor such materials and that you access these materials at your own risk.
7. Registration.
8. Registering Your Account. In order to access certain features of Humu Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a User who has registered an account on the Website (“Account”) by using the access credentials provided to such User by such User’s employer.
9. Registration Data. In registering an account on the Website, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using Humu Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Humu Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify Humu immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Humu has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Humu has the right to suspend or terminate your Account and refuse any and all current or future use of Humu Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. Humu reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Humu Properties if you have been previously removed by Humu, or if you have been previously banned from any of Humu Properties.
10. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Humu.
11. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Humu Properties, including but not limited to, a mobile device that is suitable to connect with and use Humu Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Humu Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. Humu will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by adjusting your user preferences in your Account Profile or by emailing sms-optout@humu.com.
12. Responsibility for Content.
13. Types of Content. You acknowledge that all files, materials, data, text, audio, video, images or other content, including Humu Properties (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Humu, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) on public forums and public areas of Humu Properties (“Your Public Content”), and through Surveys provided by Humu (“Survey Content”) and that you and other Users of Humu Properties, and not Humu, are similarly responsible for all Content they Make Available through Humu Properties (“User Content”).
14. No Obligation to Pre-Screen Content. You acknowledge that Humu has no obligation to pre-screen Your Public Content although Humu reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Public Content, including without limitation chat, text, or voice communications. In the event that Humu pre-screens, refuses or removes any Content, you acknowledge that Humu will do so for Humu’s benefit, not yours. Without limiting the foregoing, Humu shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
15. Ownership.
16. Humu Properties. Except with respect to Your Public Content, Survey Content and User Content, you agree that Humu and its suppliers own all rights, title and interest in Humu Properties (including but not limited to, any computer code) and Surveys. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, Application or Humu Properties.
17. Trademarks. humu, 互穆 and other related graphics, logos, service marks and trade names used on or in connection with Humu Properties or in connection with the Services are the trademarks of Humu and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Humu Properties are the property of their respective owners.
18. Other Content. Except with respect to Your Public Content and Survey Content, you agree that you have no right or title in or to any Content that appears on or in Humu Properties.
19. Your Public Content. Humu does not claim ownership of Your Public Content. However, when you as a User post or publish Your Public Content on or in Humu Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Public Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Public Content.
20. Survey Content. Humu does not claim ownership of Survey Content. You hereby grant Humu a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, publish, translate, create derivative works from, distribute, and derive revenue or other remuneration from Survey Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed by Humu, provided that with respect to personally identifiable Survey Content, Humu shall share such Content with a third party (including a User’s employer) solely in a non-personally identifiable, anonymized, aggregated form, in compliance with Humu’s Privacy Policy at http://www.humu.com/privacy. Notwithstanding the foregoing, we may share personally identifiable Survey Content with a User’s employer in the event that a User expressly gives Humu permission to share such Content with its employer by indicating the same on a Survey form.
21. License to Your Public Content. Subject to any applicable account settings that you select, you grant Humu a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Public Content (in whole or in part) for the purposes of operating and providing Humu Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Public Content that you submit to any “public” area of Humu Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Public Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Humu, are responsible for all of Your Public Content that you Make Available on or in Humu Properties.
22. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Public Content to any forums, comments or any other public area on Humu Properties, you hereby expressly permit Humu to identify you by your username (which may be a pseudonym) as the contributor of Your Public Content in any publication in any form, media or technology now known or later developed in connection with Your Public Content.
23. Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
24. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Humu through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Humu has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Humu a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Humu Properties.
25. User Conduct. As a condition of your use of the Humu Properties, you agree not to use Humu Properties for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Humu Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Humu’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Humu or Humu’s customers; (vi) interferes with or attempt to interfere with the proper functioning of Humu Properties or uses Humu Properties in any way not expressly permitted by the Agreement; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Humu Properties, including but not limited to violating or attempting to violate any security features of Humu Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Humu Properties, introducing viruses, worms, or similar harmful code into Humu Properties, or interfering or attempting to interfere with use of Humu Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Humu Properties.
26. Investigations. Humu may, but is not obligated to, monitor or review Humu Properties and Content at any time. Without limiting the foregoing, Humu shall have the right, in its sole discretion, to remove any of Your Public Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Humu does not generally monitor user activity occurring in connection with Humu Properties or Content, if Humu becomes aware of any possible violations by you of any provision of the Agreement, Humu reserves the right to investigate such violations, and Humu may, at its sole discretion, immediately terminate your license to use Humu Properties, or change, alter or remove Your Public Content, in whole or in part, without prior notice to you.
27. Interactions with Other Users.
28. User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Humu reserves the right, but has no obligation, to intercede in such disputes. You agree that Humu will not be responsible for any liability incurred as the result of such interactions.
29. Content Provided by Other Users. Humu Properties may contain User Content provided by other Users. Humu is not responsible for and does not control User Content. Humu has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
30. Third-Party Services.
31. Third-Party Websites, Applications. Humu Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left Humu Properties and are subject to the Agreement and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Humu. Humu is not responsible for any Third-Party Websites or Third-Party Applications. Humu provides these Third-Party Websites or Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites or Third-Party Applications at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
32. App Stores. You acknowledge and agree that the availability of the Application is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that the Agreement is between you and Humu and not with the App Store. Humu, not the App Store, is solely responsible for Humu Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Humu Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Humu Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce them.
33. Disclaimer of Warranties and Conditions.
34. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF HUMU PROPERTIES IS AT YOUR SOLE RISK, AND HUMU PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. HUMU PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HUMU OR THROUGH HUMU PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.FROM TIME TO TIME, HUMU MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT HUMU’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
35. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT HUMU PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD HUMU PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
36. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF HUMU PROPERTIES. YOU UNDERSTAND THAT HUMU DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF HUMU PROPERTIES.
37. Limitation of Liability.
38. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL HUMU PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH HUMU PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, WHETHER OR NOT HUMU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF HUMU PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A HUMU PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A HUMU PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A HUMU PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
39. Cap on Liability. UNDER NO CIRCUMSTANCES WILL HUMU PARTIES BE LIABLE TO YOU FOR MORE THAN FIFTY DOLLARS ($50) AS A RESULT OF YOUR USE OF HUMU PROPERTIES, INCLUDING BUT NOT LIMITED TO YOUR PARTICIPATION IN ANY SURVEYS.
40. User Content. EXCEPT FOR HUMU’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE HUMU PRIVACY POLICY, HUMU ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR PUBLIC CONTENT, SURVEY CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
41. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HUMU AND YOU.
42. Procedure for Making Claims of Copyright Infringement. It is Humu’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Humu by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Humu Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on Humu Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Humu’s Copyright Agent for notice of claims of copyright infringement is as follows: Copyright Agent, Humu, Inc., 153 Castro Street, Floor 2, Mountain View, CA 94041.
43. Remedies.
44. Breach. In the event that Humu determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Humu Properties, Humu reserves the right to delete any of Your Public Content provided by you or your agent(s) to Humu Properties and/or discontinue your registration(s) with the any of Humu Properties, including any Services or any Humu community.
45. Term and Termination.
46. Term. The Agreement commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Humu Properties, unless terminated earlier in accordance with the Agreement.
47. Prior Use. Notwithstanding the foregoing, if you used Humu Properties prior to the date you accepted the Agreement, you hereby acknowledge and agree that the Agreement commenced on the date you first used Humu Properties (whichever is earlier) and will remain in full force and effect while you use Humu Properties, unless earlier terminated in accordance with the Agreement.
48. Termination of Services by Humu. Humu has the right to, immediately and without notice, suspend or terminate your access to the Humu Properties. Further, if you have materially breached any provision of the Agreement, or if Humu is required to do so by law (e.g., where the provision of the Website, the Software, the Application or the Services is, or becomes unlawful), Humu has the right to, immediately and without notice, suspend or terminate your access to any or all of the Humu Properties. You agree that all terminations for cause shall be made in Humu’s sole discretion and that Humu shall not be liable to you or any third-party for any termination of your Account.
49. Termination of Services by You. If you want to terminate the Services provided by Humu, you may do so by notifying Humu at any time that you want to close your Account. Your notice should be sent, in writing, to Humu’s address set forth below.
50. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and and Your Public Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Public Content associated therewith from our live databases. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
51. International Users. Humu Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Humu intends to announce such Services or Content in your country. Humu Properties are controlled and offered by Humu from its facilities in the United States of America. Humu makes no representations that Humu Properties are appropriate or available for use in other locations. Those who access or use Humu Properties from other countries do so at their own volition and are responsible for compliance with local law.
52. General Provisions.
53. Electronic Communications. The communications between you and Humu use electronic means, whether you visit Humu Properties or send Humu e-mails, or whether Humu posts notices on Humu Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Humu in an electronic form; and (2) agree that all Agreement and conditions, agreements, notices, disclosures, and other communications that Humu provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
54. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Humu’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
55. Force Majeure. Humu shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
56. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Humu Properties, please contact us at: Humu, Inc., Attn: Questions, Complaints & Claims, 153 Castro Street, Floor 2, Mountain View, CA 94041. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
57. Exclusive Venue. Both you and Humu agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in California.
58. Governing Law THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE AGREEMENT.
59. Notice. Where Humu requires that you provide an e-mail address, you are responsible for providing Humu with your most current e-mail address. In the event that the last e-mail address you provided to Humu is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Humu’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Humu at the following address: Humu, Inc., Attn: E-mail Adresses, 153 Castro Street, Floor 2, Mountain View, CA 94041. Such notice shall be deemed given when received by Humu by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
60. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
61. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
62. Export Control. You may not use, export, import, or transfer Humu Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Humu Properties, and any other applicable laws. In particular, but without limitation, Humu Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Humu Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Humu Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Humu are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Humu products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
63. Accessing and Download the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
64. You acknowledge and agree that (i) the Agreement is concluded between you and Humu only, and not Apple, and (ii) Humu, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Agreement of Service.
65. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
66. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Humu and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Humu.
67. You and Humu acknowledge that, as between Humu and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
68. You and Humu acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Humu and Apple, Humu, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
69. You and Humu acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
70. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
71. Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
72. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
73. End of Agreement