SaaS Service Agreement
By checking this box, you agree to the following SaaS Service Agreement. Please read the following carefully as it pertains to your rights and obligations with regard to the HR for Health website and HRFH SaaS Technology.
This is an Agreement between you and THE AMERICAN HR GROUP, INC. dba HR for Health, a California corporation (hereinafter referred to as “HRFH”). This Agreement refers to HRFH as “we,” “us,” or “our.” This Agreement applies to any HRFH web site, HRFH SaaS Technology (including pre-release services) and software, including all updates, support, and content. This Agreement also covers your use of any additional HRFH services that HRFH makes available through this service and for which you sign up while this Agreement is in force, unless other terms accompany those services. If so, those terms apply. You represent that you are at least 18 years of age and have attained the age of majority where you reside.
You may use the service only if you agree to these terms. If you do not agree, do not use the service. Please note that we do not provide warranties for the service. This Agreement limits our liability and disclaims warranties for the service to the maximum extent permitted by law. This Agreement also requires you to indemnify us. Please read these sections of the Agreement carefully.
Your registration for, or use of, the HRFH SaaS Technology shall be deemed to be your agreement to abide by this Agreement including any materials available on the HRFH website incorporated by reference herein, including but not limited to HRFH's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
If you create an account to use the HRFH SaaS Technology, you may start using the HRFH SaaS Technology as soon as you have finished the sign–up process. As indicated during the setup process, some parts of the HRFH SaaS Technology may not be available right away while we configure them for your use. If you do not create an account to use the HRFH SaaS Technology, you cannot use the available HRFH SaaS Technology right away.
In using the HRFH SaaS Technology, you will (1) comply with all laws; (2) comply with any codes of conduct or other notices we provide; (3) comply with the HRFH Anti-Spam Policy; (4) keep your password secret; and (5) promptly notify us if you learn of a security breach related to the HRFH SaaS Technology.
In using the HRFH SaaS Technology, you may not use the HRFH SaaS Technology in any way that is against the law or harms HRFH or its affiliates, resellers, distributors, and/or vendors (collectively, the “HRFH parties”): (1) damage, disable, overburden, or impair the HRFH SaaS Technology (or the networks connected to the HRFH SaaS Technology) or interfere with anyone’s use and enjoyment of the HRFH SaaS Technology; (2) resell or redistribute the HRFH SaaS Technology, or any part of the HRFH SaaS Technology; (3) upload, post, e-mail, or otherwise make available any content that incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; (4) is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so, or is illegal or violates any laws, including laws related to adult activities and content, child pornography, criminal activities, piracy and counterfeiting, gambling, drugs, online pharmacies, copyright and other intellectual property laws, defamation, libel, and rights of privacy; (5) use the HRFH SaaS Technology to sell, market, distribute or advertise, or facilitate the sale, marketing, distribution or advertising of illegal gambling (including online casinos, sports books, bingo, and poker), illicit drugs, pharmaceuticals, or controlled substances, counterfeit, pirated, or stolen goods, goods that are considered indecent, obscene, or pornographic, Nazi memorabilia, registered or unregistered securities, or any goods or services that if sold via the HRFH SaaS Technology would cause HRFH or you to violate any laws and regulations; (6) use any portion of the HRFH SaaS Technology as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”); (7) use any unauthorized third-party software or service to access the HRFH instant messaging network (currently known as the .NET Messenger service); (8) use any automated process or service to access and/or use the HRFH SaaS Technology (such as a BOT, a spider, periodic caching of information stored by HRFH or “meta-searching”), or (9) use any unauthorized means to modify or reroute, or attempt to reroute the HRFH SaaS Technology.
- Privacy & Security
HRFH's privacy and security policies may be viewed at https://www.hrforhealth.com/privacy-policy. HRFH reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual Users when they initially log in will be asked whether they wish to receive marketing and other non-critical Service-related communications from HRFH from time to time. They may opt out of receiving such communications at that time or at any subsequent time. Note that because the Service is a hosted, online application, HRFH occasionally may need to notify all HRFH SaaS Technology Users (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.
- Grant of Rights; Term and Restrictions
Pursuant to the terms and conditions of this Agreement, HRFH hereby grants Grantee a limited, non-exclusive, non-transferable, worldwide right to use the Service, solely for Grantee’s own internal business purposes (“Grant”). This Grant shall be for the period of time Grantee purchased, and shall commence on the Effective Date (“Initial Term”), and will be automatically renewed for successive terms of the same number (“Renewal Term”). HRFH may terminate this Agreement upon at least thirty (30) days prior written notice to Grantee. HRFH and its licensors reserve all rights not expressly granted to Grantee. Grantee shall not (i) license, grant, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; (iii) modify or make derivative works based upon the Service or the Content; or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device. The Grant of right to use the Service cannot be shared or used by more than one individual User, but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
- The Service
HRFH will provide Grantee with use of the Service, including a browser interface and data encryption, transmission, access and storage. HRFH makes no guarantees as to the continuous availability of the Service or of any specific feature(s) of the Service. HRFH will inform User of any significant changes to the Service or terms and conditions of this Agreement that it may make from time to time.
- Internet Delays
The Service may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. HRFH is not responsible for any delays, delivery failures, or other damage resulting from such problems.
HRFH shall provide email support between the hours of 8:00 am to 5:00 p.m., Pacific Standard Time, Monday through Friday, excluding “Public Holidays”, but has no obligation to provide Grantee with hard-copy documentation, upgrades, enhancements, modifications, or other support unless specifically contracted for by Grantee.
- Grantee’s Responsibilities
Grantee is responsible for all activity occurring under Grantee’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Grantee’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Grantee shall: (i) notify HRFH immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to HRFH immediately and use reasonable efforts to stop immediately, any copying or distribution of Content that is known or suspected by Grantee or any User under this Grant; and (iii) not impersonate another HRFH User or provide false identity information to gain access to or use the Service.
- Account Information and Data
By this Grant, HRFH does not attain ownership in any data, information or material that Grantee submits to the Service in the course of using the Service ("Client Data"). Grantee, not HRFH, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and HRFH shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. HRFH shall use reasonable efforts to protect Client Data behind a secure firewall system, to conduct daily data backups, and to store weekly full-system backups in a separate, fire-safe facility. In the event this Agreement is terminated (other than by reason of Grantee’s breach), HRFH will make available to Grantee a file of the Client Data within 30 days of termination if Grantee so request in writing at the time of termination. Grantee agrees and acknowledges that HRFH has no obligation to retain the Client Data, and may delete such Client Data, on the 31st day after termination. HRFH reserves the right to withhold, remove and/or discard Client Data, without notice, for any breach, including, without limitation, Grantee’s non- payment. Upon termination, Grantee’s right to access or use Client Data immediately ceases, and HRFH shall have no obligation to maintain or provide any Client Data.
- Intellectual Property Ownership
HRFH alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to HRFH SaaS Technology, the Content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Grantee or any other party relating to the Service. HRFH name, the HRFH logo, and the product names associated with the Service are trademarks of HRFH or third parties, and no right or license is granted to use them. This Agreement is not a sale and does not convey to Grantee any rights of ownership in or related to the Service, the HRFH SaaS Technology or the Intellectual Property Rights owned by HRFH. Grantee acknowledges that, except as specifically provided under this Agreement, no other right, title, or interest in these items is granted.
- Third Party Interactions and Links
During use of the Service, Grantee or its User(s) may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between Grantee and/or User and the applicable third-party. HRFH and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Grantee, a User and any such third-party. HRFH does not endorse any sites on the Internet that are linked through the Service. HRFH provides these links to Grantee only as a matter of convenience, and in no event shall HRFH or its licensors be responsible for any content, products, or other materials on or available from such sites. This Grant to use the Service pursuant to the terms and conditions of this Agreement does not provide any license or agreement that may be required by third-party providers of ancillary software, hardware or services prior to Grantee’s use of or access to such software, hardware or services.
- Charges and Billing
This section applies in all situations in which you pay HRFH directly for the Service. When you sign up for a Service, you will provide a payment method. You confirm that you are authorized to use the payment method. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service for which you choose to sign up or use while this Agreement is in force. We may charge you a different amount than what you approved. If your Service is provided on an annual basis, we will charge you for the Service in advance. If your Service is provided for an indefinite period or automatically renewed, we will charge monthly for the Services you will receive in the next month. We may charge you at one time for more than one of your prior billing periods. If we told you that the Service will be provided indefinitely or automatically renewed, we may automatically renew your Service and charge you for any renewal term. A 3 % price increase will be added to the monthly fee after the initial term and any subsequent terms. If you sign up with a special promotional price, the discounts will come due if the terms of the promotion are not fulfilled. You must keep all information in your billing account accurate and current, including your billing address and any expiration date for your payment method. You can access and make changes to your billing account at http://www.hrforhealth.com. You may change your payment method at any time. If you tell us to stop using your payment method and do not provide an alternative payment method, we will cancel your Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. The price for the Service excludes taxes unless stated otherwise. These taxes and charges are your responsibility. If there is a specific time length and price for your Service offer, then that price will remain in force for that time. When the offer period ends, we may charge you a new price for that Service. We may change the price of a Service from time to time, but we will give you at least 10 business days notice before a new price takes effect. If you do not agree to the new price, then you must cancel and stop using the Service before the new price takes effect. If your Service is on a period basis (for example, monthly or annually), then the new price will start on the date that we indicate. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law. The costs of any returns will be at your expense, unless otherwise provided by law. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time regardless of any disputes you may have raised about your bill. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you do not pay in full and on time. If you subscribe to new services such as the HR hotline, employment manual or payroll, you will start a new subscription with a new twelve-month Term.
- Non-Payment and Suspension
In addition to any other rights of HRFH, HRFH reserves the right to suspend or terminate this Agreement and Grantee’s access to the Service if Grantee’s account becomes delinquent. Invoices and accounts that are delinquent are subject to interest of 1.5% per month (or the maximum permitted by law, whichever is less) on any delinquent balance, plus all expenses of collection. If Grantee’s use of the Service is suspended but not terminated, Grantee will be obligated for and agrees to pay the Use Fee for the number of Users for the balance of the full Term. If Grantee or HRFH terminate this Agreement and the Grant hereunder, Grantee agree to pay the balance due on Grantee’s account computed in accordance with the Payment of Fees and Charges provisions of this Agreement (Section 9 above), with the Use Fee for the Term prorated to the period of actual use. Grantee agrees that HRFH may charge such unpaid Fees and Charges to Grantee’s credit card or otherwise bill Grantee for such unpaid Fees and Charges. HRFH reserves the right to impose a reconnection fee in the event Grantee’s rights are suspended and thereafter requests access to the Service. Grantee agrees and acknowledges that HRFH has no obligation to retain Client Data and that such Client Data may be irretrievably deleted if Grantee’s account is 30 days or more delinquent. There is a $200 fee (“Reactivation Fee”) applied to each account that has been deactivated for non-payment. If your account has already been deactivated you will need to contact customer support to submit payment for the amount owed plus $200 per deactivated account. If you are not sure how much is owed simply send an email to firstname.lastname@example.org requesting this information. Note: Once payment is received, including the Reactivation Fee, please allow up to 24 hours for HR for Health to reactivate the account. In many instances, the account will be reactivated in much less time.
- Either party may terminate this Agreement, effective only upon the expiration of the then current Term or any renewal Term(s), by notifying the other party in writing at least thirty (30) business days prior to the date of the end of the current or renewal Term(s).
- Any breach of Grantee’s payment obligations or any use of the HRFH SaaS Technology or Service contrary to the terms and conditions of this Agreement and the License granted hereby will be deemed a material breach of this User Agreement. HRFH, in its sole discretion, may terminate Grantee’s password, account or use of the Service if Grantee breaches or otherwise fails to comply with this Agreement. HRFH may terminate a free account at any time in its sole discretion.
- Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. HRFH represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online HRFH documentation under normal use and circumstances. Grantee represents and warrants that Grantee has not falsely identified Grantee or any User nor provided any false information to gain access to the Service and that Grantee’s billing information is correct.
- Disclaimer of Warranties
HRFH AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. WE PROVIDE THE SERVICE “AS-IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING IT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HRFH GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS INCLUDING THOSE OF MERCHANTABILITY, FITESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, NON-INFRINGEMENT, AND SATISFACTORY QUALITY. HRFH AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET GRANTEE’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY GRANTEE THROUGH THE SERVICE WILL MEET GRANTEE’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO GRANTEE STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY HRFH AND ITS LICENSORS.
- Limitation of Liability
IN NO EVENT SHALL HRFH’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM GRANTEE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY SUCH LIABILITY. IN NO EVENT SHALL HRFH AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Additional Rights
Certain states and/or jurisdictions do not allow the disclaimer of warranties or limitation of liability, so the exclusions set forth above may not apply to Grantee.
- Mutual Indemnification
Grantee and every User under this Grant, shall indemnify and hold HRFH, its licensors and their parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, causes of action, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) an allegation that use of the Client Data infringes the rights of, or has caused harm to, a third party; (ii) violation by Grantee of Grantee’s representations and warranties; or (iii) the breach by Grantee or any User(s) under Grantee’s Grant pursuant to this Agreement, provided in any such case, that HRFH (a) gives written notice of the claim promptly to Grantee; (b) gives Grantee sole control of the defense and settlement of the claim (except Grantee may not settle any claim, without HRFH’s consent, unless Grantee unconditionally releases HRFH of all liability and such settlement does not affect HRFH's business or Service,); (c) provides to Grantee all available information and assistance; and (d) has not compromised or settled such claim. HRFH shall indemnify and hold Grantee and Grantee’s authorized Users, parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, causes of action, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) an allegation that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a violation by HRFH of its representations or warranties; or (iii) breach of this Agreement by HRFH; provided in any such case, that Grantee (a) promptly gives written notice of the claim to HRFH; (b) gives HRFH sole control of the defense and settlement of the claim (except HRFH may not settle any claim, without Grantee’s consent, unless it unconditionally releases Grantee of all liability); (c) provides to HRFH all available information and assistance; and (d) has not compromised or settled such claim. HRFH shall have no indemnification obligation, and Grantee shall indemnify HRFH pursuant to this Agreement, for claims arising from any infringement alleged to be caused by the combination of the Service with any of Grantee’s products, service, and hardware or business process.
- Local Laws and Export Control
The Service provided on the HRFH Service site includes services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. Grantee and each User of this site acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Grantee represents and warrants that Grantee is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Grantee agrees to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining any necessary licenses to export or re-export. The Service provided on the site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. HRFH and its licensors make no representation that the Service is appropriate or available for use in other locations. If Grantee uses the Service from outside the United States of America and/or the European Union, Grantee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
HRFH may give notice by means of a general notice on the Service, electronic mail to Grantee’s e- mail address on record in HRFH's account information, or by written communication sent by first class mail or pre-paid post to Grantee’s address on record in HRFH's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Grantee may give notice to HRFH (such notice shall be deemed given when received by HRFH) at any time by any of the following: letter sent by confirmed facsimile to HRFH at the following fax number: (925) 406-0704; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to HRFH at the following address: HRFH, Inc., 111 Deerwood Rd, Suite 340, San Ramon, California 94583, addressed to the attention of: Chief Operating Officer.
- Modification to Terms
HRFH reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. Grantee is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Grantee’s consent to such changes.
This Agreement may not be assigned by Grantee without the prior written approval of HRFH but may be assigned without Grantee’s consent by HRFH to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Contra Costa County, California. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Grantee or any User and HRFH as a result of this agreement or use of the Service. The failure of HRFH to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by HRFH in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between Grantee and HRFH and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
- Force Majeure
HRFH will not be liable for any loss or damage or be deemed to be in breach of this Agreement due to any event or circumstance beyond its reasonable control, including war, invasion, electrical shortages, terrorist attacks, earthquakes, or acts of God.
- Agreement Interpretation
All parts of this Agreement apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this Agreement as written. If this happens, then that part will be replaced with terms that most closely match the intent of the part that we cannot enforce. The rest of this Agreement will not change. This Agreement, together with any codes of conduct and other notices we provide, is the entire contract between HRFH and you regarding the Service. It supersedes any other contract or statements related to the Service. If you have confidentiality obligations related to the Service, those obligations remain in force (for example, you may have been a tester for a pre-release version of a Service). The section titles in the Agreement do not limit the other terms of this Agreement.
- Claim Must Be Filed Within One Year
To the extent permitted by law, any claim related to this Agreement or the Service must be brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This section applies to you and your successors. It also applies to HRFH and its successors and assigns.
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
- "HRFH Website" means http://www.hrforhealth.com;
- "Authorized Administrator(s)" means the person(s) designated by Grantee to register for the Services online using the HRFH Website;
- “Client Data” shall have that meaning given in Paragraph 6 above "Content" means the documents, software, products and services contained or made available to Grantee and the User(s) authorized to use the Service under this Grant in the course of using the Service;
- "HRFH" means collectively HRFH, Inc., a California corporation, having its principal place of business at: 111 Deerwood Rd, Suite 340, San Ramon, California 94583;
- "HRFH SaaS Technology" means all of HRFH's proprietary technology (including software, hardware, products, business concepts, and processes, logic algorithms, graphical User interfaces (GUI), techniques, designs and other tangible or intangible technical material or information) made available to Grantee by HRFH in providing the Service;
- "Effective Date" means the earlier of either the date this User Agreement is accepted or the date Grantee begins using the Service;
- "Intellectual Property Rights" means all rights, title and interest in and to the HRFH SaaS Technology, the Content, and all copyrights, patents, trade secrets, trademarks, service marks or other intellectual property or proprietary rights and any corrections, bug fixes, enhancements, updates, releases, or other modifications, including custom modifications made by HRFH relating thereto, and the media on which same are furnished;
- "Order Form(s)" means the form evidencing the initial designation of Service and any subsequent Order Forms, specifying, among other things, the edition of the Service selected and covered by the Grant, the Term, the number of Users, the applicable Use Fee, the billing period, and other services and Charges, as agreed to between HRFH and Grantee, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
- “Public Holidays” means New Year's Day, Martin Luther King Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, Christmas Day;
- "Service(s)" means the specific edition of HRFH's online customer relationship management, or other offerings developed, operated, and maintained by HRFH, accessible via http://www.hrforhealth.com or another designated website or IP address, or ancillary services rendered to Grantee by HRFH, to which Grantee are being granted access under this Agreement, including the HRFH SaaS Technology and the Content;
- "Term(s)" means the period(s) during which a specified number of Users have the right to use the Service pursuant to the Grant and as designated on an Order Form(s);
- "User(s)" means Grantee’s employees, representatives, consultants, contractors or agents who are authorized under the Grant made by this Agreement to use the Service and who have been supplied User identifications and passwords by Grantee (or by HRFH at Grantee’s request).
Questions or Additional Information:
If you have questions regarding this User Agreement or wish to obtain additional information, please send an e-mail to email@example.com.
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