Humai Technologies GmbH
- „Agreement” means collectively, this agreement and each Product Schedule.
- “Customer” means the entity identified in the applicable Product Schedule which incorporates this Agreement.
- “Confidential Information” means any and all information disclosed by either party (the “Disclosing Party”) to the other (the “Receiving Party”), which is marked “confidential” or “proprietary” or which should reasonably be understood by the Receiving Party to be confidential or proprietary, including, but not limited to, this Agreement, and any information that relates to business plans, services, marketing or finances, research, product plans, pricing, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, and algorithms of the Disclosing Party.
- “Documentation” means any published technical manuals, including any updates thereto, relating to the use of the Humai Software made generally available by Humai.
- „User“ means an individual employee, contractor or agent of Customer that accesses the Humai Software on behalf of Customer as permitted herein.
- “Bug” means the failure of the Humai Software to substantially perform the functionality set forth in the Specifications of the Product or Project.
- “Intellectual Property” means any intellectual property or proprietary rights, including but not limited to copyright rights, moral rights, trademarks (including logos, slogans, trade names, service marks, image data or general product data), patent rights (including patent applications and disclosures), know-how, inventions, rights of priority, and trade secret rights, recognized in any country or jurisdiction in the world.
- “Humai” means Humai Technologies GmbH having its principal place of business at Dresdner Straße 91, 1200 Vienna, Austria.
- “Product Schedule” means one or more ordering documents, which shall contain, among other items, the: (1) License and/or Subscription Effective Date; (2) Humai Software; (3) professional services and education; (4) Maintenance; (5) Fees; and (6) signatures of authorized representatives of the parties.
- “Humai Software” means the generally available, object code software as described in the Product Schedule, including any upgrades or updates of the same released by Humai during the Subscription Term, and any Documentation provided hereunder.
- “Permanent License” means the right to use the Humai Software for a defined number of users as set out in the Product Schedule for an unlimited amount of time.
- “Subscription License” means the right to use the Humai Software for a defined Subscription Quantity as set out in the Product Schedule for the Subscription Term.
- “Subscription Term” means the duration identified on a Product Schedule, and any subsequent renewals, if any.
- “Subscription Quantity” means the quantity of Subscription Licenses purchased by Customer.
- “Supported Equipment” shall mean Customer’s server, network device or other hardware or software solution that is (a) used for internal business purposes and (b) monitored or supported using the Humai Software.
- Permanent License. Subject to the applicable Product Schedule and payment of applicable fees stated therein, Humai grants Customer a non-exclusive, non-transferable, non-sublicenseable right to have Customer´s employees access and use the Humai Software in accordance with the Documentation for Supported Equipment. Customer agrees it shall be liable for each employee’s compliance with the provisions of this Agreement.
Subscription License. Subject to the applicable Product Schedule and payment of applicable fees stated therein, during the Subscription Term, Humai grants Customer a non-exclusive, non-transferable, non-sublicenseable right to have Employees access and use the Humai Software in accordance with the Documentation for Supported Equipment. Customer agrees it shall be liable for each Employee’s compliance with the provisions of this Agreement.
- Permanent License and Subscription Quantity. Customer shall purchase the specific license required for the usage of the Humai Software within the organisation during the time of use of the Permanent Licenses or the Subscription Term and at all times hold a Subscription during the Subscription Term. In the event that the number of required Licenses of Permanent and/or Subscription Licenses exceeds the Subscription Quantity, then Customer shall order additional Subscription Licenses in the process as set forth in Section 3.3. The Product Schedule may include additional restrictions which are incorporated herein.
Restrictions. Customer will not, and will not allow any third party to (a) modify, copy, or otherwise reproduce the Humai Software in whole or in part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the code used in the Humai Software; (c) provide, lease or lend the Humai Software to any third party except as expressly authorized hereunder; (d) remove any proprietary notices or labels displayed on the Humai Software; (e) modify or create a derivative work of any part of the Humai Software; (f) use the Humai Software for any unlawful purpose or (h) „frame“ or „mirror“ any of Humai content which forms part of the Humai Software. In addition to the foregoing, Customer acknowledges that Humai makes no warranty and shall have no liability in connection with any use of the Humai Software in any high risk, mission critical or strict liability activity (including, without limitation, air or space travel, power plant operation, life support or medical operations) to the maximum extent allowed by law.
Customer Obligations. Customer represents and warrants that it shall: make commercially reasonable efforts to secure the Humai Software, related passwords and Documentation, and not make any representations, warranties or create obligations or liabilities on behalf of Humai.
Fees, Duration & Payment
Fees. The fees payable by Customer to Humai are those stated in each Product Schedule. Fees will be payable net fourteen (14) days from date of Humai invoice. Humai reserves the right to change such fees or to institute new fees at any time. Customer will be notified in advance of the effective date of changes in fees or new fees via electronic mail. Such changes or new fees will become effective upon the later of Customer’s next billing cycle or 30 days from the date of notice; however such revised fees will not affect the prices for Humai Software specified on the Product Schedule during its then current Subscription Term.
Reports. If stated in the Product Schedule, Customer shall be responsible for preparing reports, at least once per 12 month period of the License Term or upon reasonable request from Humai, which shall include, without limitation, information detailing the usage of the Humai Software (including without limitation, the number of servers or devices monitored with the Humai Software and any metrics under which the Perpetual Licenses are measured in the Product Schedule.
Overage. In the event that during any month Customer has exceeded the Licensed Quantity stated in the Product Schedule, such report shall be deemed an order for such additional SubscriptionLicenses that are required to remain in compliance with this Agreement for that month. Such additional Subscription Licenses shall remain in effect and billed at the rates set forth in the Product Schedule through to the end of the then current Subscription Term unless Customer otherwise provides written notice that the Subscription Licenses used has been reduced (provided however in any event the Subscription Quantity may not be lowered below the number ordered in the Customer Product Schedule). Customer shall submit each report to Humai on the fifteenth day of each calendar month (or nearest preceding business day if the fifteenth day should fall on a weekend or holiday). Failure to comply with this Section 3 shall be deemed a material breach of this Agreement.
Maintenance Periods. Unless otherwise stated in the applicable Product Schedule: (a) the maintenance period for Perpetual Licenses shall begin on the commencement date set forth in the applicable Product Schedule; (b) pricing for maintenance on additional License shall be at Humai´s then current price unless otherwise set forth in the Product Schedule, (c) all maintenance periods will automatically renew for additional periods (s) of equal in length to the initial maintenance at the then current Humai price on the date of renewal unless either party gives the other party notice of non-renewal at least ninety (90) days prior to the end of the relevant expiration date of the maintenance.“
Maintenance Renewal For Existing Customers. Unless stated otherwise in the applicable Product Schedule and subject to the provisions of above, any existing maintenance period for perpetual license(s) shall automatically renew for a period of one (1) year unless either Customer provides (90) days written notice of their wish to not renew prior to expiration of such term, at the then current fees. This auto-renewal provision shall be incorporated into the terms of each maintenance renewal, unless otherwise expressly agreed between the parties
License Terms. Unless otherwise stated in the applicable Product Schedule: (a) all initial Permanent and Subscription Licenses will begin and continue for the initial Term set forth in the applicable Product Schedule; (b) any additional Subscription Licenses added after the beginning of a Subscription Term will continue for the duration of that Subscription Term, except as otherwise set forth herein; (c) pricing for such additional Subscription Licenses will be the same as that for the pre-existing Subscription Licenses, prorated for the remainder of the then-current Subscription Term; and (d) all Subscription Licenses will automatically renew for additional Subscription Term(s) of equal in length to the initial Subscription Term at the then current Humai price on the date of renewal unless either party gives the other party notice of non-renewal at least ninety (90) days prior to the end of the relevant Subscription Term.
Payment. Fees will be billed in advance as specified in the applicable Customer Product Schedule. Customer will pay amounts due and properly invoiced within the period specified on the invoice.
Termination for Non-Payment. In the event that Customer’s account is 30 days or more overdue or it fails to comply with Section 3.2 in addition to any of its other rights or remedies, Humai reserves the right to terminate the applicable Product Schedule and/or this Agreement.
Overdue Payments. Any late payments will accrue late charges at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
Taxes. All fees listed in the Product Schedule(s) are exclusive of any taxes. Customer will be responsible for all taxes.
Billing and Contact Information. Customer will maintain complete and accurate billing and contact information with Humai at all times.
Audit. Humai may audit Customer’s use of the Humai Software subject to reasonable notice. If an audit reveals that Customer has underpaid fees to Humai, Customer shall be invoiced for such fees. Such audit shall be at Humai´s expense unless fees have been underpaid by 5% or more, in which case Customer shall pay for all expenses associated with the audit and fees due Customer. Customer agrees to retain all relevant business records to justify compliance with the Agreement for a period of three (3) years from the date of any expiration or termination.
Ownership. Humai owns all rights, including Intellectual Property rights, in the Humai Software, any materials relating thereto, and any modifications, enhancements, customizations, updates, revisions or derivative works thereof, and all results of consulting services, image data, training data for neural network or other data generated during the process of building, running or maintaining the Customer´s solution, whether made pursuant to this Agreement or a separate statement of work. No transfer of ownership will occur under this Agreement. All rights not expressly granted to Customer are reserved by Humai.
Feedback. Customer, from time to time, may submit comments, information, questions, data, ideas, description of processes, or other information provided to Humai (“Feedback”). For any and all Feedback, Customer grants to Humai a non-exclusive, worldwide, perpetual, irrevocable license to use, exploit, reproduce, incorporate, distribute, disclose, and sublicense any Feedback in its products and Humai Software. Customer represents that it holds all intellectual or proprietary rights necessary to grant to Humai such license, and that the Feedback will not violate the personal, proprietary or intellectual property rights of any third party.
Confidentiality and Security
Confidential Information. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than (i) to perform its obligations under this Agreement or receive the benefit of the Subscription or (ii) as otherwise expressly permitted under the terms of this Agreement or (iii) as expressly authorized in writing by the other party. Each party will use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Neither party will disclose the other party’s Confidential Information to any person or entity other than its officers, principals, employees and subcontractors who need access to such Confidential Information in order to effect the intent of the Agreement and who are bound by confidentiality terms no less restrictive than those in the Agreement.
Exceptions. The restrictions set forth in Section 5.1 will not apply to any Confidential Information that the receiving party can demonstrate (a) was known to it prior to its disclosure by the disclosing party; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the receiving party; (e) has been approved for release by the disclosing party’s prior written authorization; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice thereof, to the extent practicable, to enable the disclosing party to seek a protective order or otherwise prevent such disclosure.
Injunctive Relief. The parties agree that a breach of Section 5.1 may cause irreparable damage which money cannot satisfactorily remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, the disclosing party will be entitled to seek injunctive relief for any threatened or actual disclosure by the receiving party.
Evaluation or Demonstration Humai Software.
From time to time, Customer may accept copies of Humai´s product(s) for evaluation or demonstration for use in non-production environments by executing a no-fee Product Schedule. By accepting Humai product(s) on such a basis, Customer accepts the Humai product(s) as is and waives all express and implied warranties and conditions during the evaluation period. Either Party upon notice to the other may cancel the evaluation period with immediate effect. Upon termination or expiration of the evaluation period, Customer shall either execute a Product Schedule covering the evaluated Humai product(s) or return the Humai product(s) to Humai.
Support and Services
Technical Support. Humai will provide standard technical support to a named list of employees of Customer and should additional technical expertise from the Customer be required, the Customer will provide assistance form employees within the named list as per Humai´s standard Support Policy, the version current at the date of signing begin attached to this Agreement. Humai can provide such support through a variety of systems, including on-line help, FAQ’s, training guides and templates and the use of live help. Humai is not obligated to maintain or support any customization to the Humai Software except under a separate agreement signed by the parties.
Consulting Services. Any consulting services, training or other requirements not expressly stated in this Agreement or in a separate statement of work signed by the parties are outside the scope of this Agreement and only will be provided for additional fees. In the event any work product or code is created in the provisioning of consulting services, Humai shall retain all rights, title and license in such work product or code provided that it shall be licensed to Customer under the same terms as the Humai Software. Fees for such items are payable as specified in the applicable Product Schedule and unless otherwise specified will be paid upon receipt of invoice. For the purposes of computing daily rates, Humai´s standard workday of 8 hours shall apply. Changes in any statement of work will be effective only if a change request is signed by the parties.
Term & Termination
Term. This Agreement commences on the first day of the applicable License Term and will terminate when (a) all Subscription Terms and any renewals thereof entered into pursuant to the Agreement have expired or been terminated or (b) this Agreement is otherwise terminated as provided for herein.
Termination for Cause. Either party may terminate the Agreement (a) for cause upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period or (b) either party ceases to do business as an operating concern or (c) becomes financially insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy which is not dismissed within sixty (60) days following the filing. In addition, Humai may terminate this Agreement immediately for any failure of Customer to pay amounts due by it that are thirty (30) days or more past due pursuant to Section 3.6.
Effect of Termination. Upon termination of this Agreement the due dates of all outstanding invoices to Customer will automatically be accelerated so that they become due and payable on the effective date of termination. Termination will not relieve Customer of the obligation to pay any fees due or payable to Humai prior to the effective date of termination, including any other fees or payments that Customer has committed to under the Agreement. All rights granted hereunder shall immediately terminate and Customer shall destroy all Confidential Information in its possession.
Return of Materials. All Confidential Information, designs, drawings, formulas or other data, financial information, business plans, literature, and sales aids of every kind will remain the property of the disclosing party. No later than 30 days after termination, each party will prepare all such items in its possession for shipment to the other at the disclosing party’s expense. The receiving party will not make or retain any copies of any confidential information.
Authority. Each party represents to the other that it is a valid legal entity and is in good standing or validly existing under the laws of the country of its incorporation and residence. Each party represents that it has all the requisite legal power and authority to execute, deliver and perform its obligations under the Agreement; that the execution, delivery and performance of the Agreement has been duly authorized; that the Agreement is enforceable in accordance with its terms; that no approval, authorization or consent of any governmental or regulatory authorities is required to be obtained or made in order for it to enter into and perform its obligations under the Agreement.
Warranty. During the first one hundred and eighty (180) days from the initial delivery of Humai Software pursuant to a Product Schedule or from the provision of consulting services, as applicable, Humai warrants that (i) when the Humai Software is used in an operating environment stated in the Documentation as supported by Humai, the Humai Software will materially conform to the specifications in the Documentation for such Humai Software; and (ii) consulting services shall be performed in accordance with industry standards using reasonable care and skill, and provided in accordance with Humai´s then-prevailing policies. If it is established that Humai has breached either of the warranties above, Humai´s only obligation and Customer’s exclusive remedy shall be for Humai to, at its option, (1) use reasonable efforts to cure the defect in the Humai Software or re-perform the nonconforming consulting services; (2) replace the Humai Software with Humai Software that materially conforms to the specifications in the Documentation; or (3) terminate the applicable Subscription License and provide a pro rata refund of fees paid in advance by Customer, which for license and Maintenance fees, shall be calculated against the remainder of the Subscription Term stated in the applicable Product Schedule from the date it is established that Humai has breached the foregoing warranties; or for fees separately identified and paid for Humai professional services, the refund shall be calculated based on the deliverables provided and Humai services performed prior to the occurrence of the nonconforming Humai services under the applicable ordering document. This warranty and the remedies offered are applicable only if: (i) the reported error or defect is reasonably reproducible by Humai; (ii) Customer reports the alleged breach with reasonable specificity in writing within thirty (30) days from its occurrence; (iii) Customer provides Humai with reasonable assistance in the diagnosis and remedy of the applicable breach; (iv) the Humai Software or Humai Services are within the warranty period set forth in the applicable Product Schedule; (v) Customer has installed and are using all updates, patches and fixes released by Humai for the affected Humai Software; (vi) Customer has complied in all material respects with the terms and conditions of the Agreement (including but not limited to payment of all fees); (vii) Customer has materially conformed to the Documentation for the affected Humai Software, Maintenance or Humai Services; and (viii) the error or defect is due solely to an error or omission on the part of Humai, its agents or employees. Customer understands and agrees that third-party hardware equipment and software, supplied by Humai may be provided to Customer under warranty or pursuant to other terms and conditions offered by the manufacturer or licensor of such hardware or software.
DISCLAIMER OF ALL OTHER WARRANTIES.
THESE WARRANTIES ARE HUMAI´S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. HUMAI DOES NOT WARRANT THAT HUMAI SOFTWARE OR MAINTENANCE WILL MEET CUSTOMER’S OR ITS END USER’S REQUIREMENTS OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. IF PERMITTED BY APPLICABLE LAW: (A) SUCH WARRANTIES ARE LIMITED IN DURATION TO THE WARRANTY PERIOD SPECIFIED FOR THE SUBJECT SOFTWARE(S) OR MAINTENANCE; AND (B) THE REMEDY FOR BREACH OF ANY SUCH WARRANTIES IS LIMITED TO REPAIR OR REPLACEMENT OF ANY GOODS FOUND NOT TO COMPLY WITH THEM OR THE PROVISION OF SERVICES AGAIN. NO WARRANTIES OF ANY KIND APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW SUCH LIMITATIONS SO TO THAT EXTENT THE FOREGOING LIMITATION MAY NOT APPLY TO CUSTOMER. THESE WARRANTIES GIVE CUSTOMER SPECIFIC LEGAL RIGHTS AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
Humai Indemnification. Humai agrees to indemnify Customer against any damages or costs finally awarded against Customer incurred in connection with a third party claim alleging that the Customer’s use of the unaltered Humai Software infringes or misappropriates any patent or a third party’s copyright in a jurisdiction where Customer is authorized to use the Humai Software, provided that Customer (a) provides prompt written notice of such claim to Humai, (b) grants Humai the sole right to defend such claim, and (c) provides to Humai all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, Humai may, at its sole option, (i) revise the Humai Software so that it is no longer infringing, (ii) obtain the right for Customer to continue using the Humai Software, or (iii) terminate the Agreement upon 10 days notice (and refund any pre-paid unused subscription fees). Notwithstanding the foregoing, Humai shall have no liability or indemnification obligations for (a) any modification of the Humai Software by any party than Humai, (b) use of the Humai Software in combination with any third party hardware or software (to the extent that such liability would not arise without such combination), (c) for any open source code contained within the Humai Software, if any, (d) any use of the Humai Software not in conformance with the Documentation or (e) any use of the Humai Software after Humai has provided instructions to terminate such use. THIS SECTION 10.1 REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF HUMAI AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.
Indemnification by Customer. Customer shall indemnify, defend and hold harmless Humai, its officers, directors, employees, agents, successors and permitted assigns (“Humai Indemnified Parties”) from and against any and all damages, to the extent such damages (a) arise out of or relate to a claim that the portion of the Humai Software or any portion thereof developed by Customer without the assistance of Humai or any Customer modification of the Humai Software (“Customer Indemnifiable Material”), any kind of data the Customer uploads to Humai Software or any portion thereof, infringes, misappropriates, or otherwise violates any third party’s Intellectual Property Rights; and/or (b) in the event that Customer (i) caused any personal injury and/or tangible property damage or harm to any third party; and/or (ii) improperly characterizes, removes or interferes with third party software, files, data, text or code or any similar claim including, without limitation, any claim of unfair competition, commercial libel or defamation, interference with contractual relations, interference with prospective economic advantages or (iii) causes Humai Software to be operated in a manner that is inconsistent to any regulatory, legal requirement that may cause a fine, impairment to Humai Software or cause a third party action.
Limitation of Liability.
Except for damages caused by fraudulent misrepresentation of Humai and for death or personal injury caused by the negligence of Humai, regardless of the basis which Customer may be entitled to claim damages from Humai or its suppliers (including but not limited to breach of contract, negligence, misrepresentation, or other contract or tort claim), Customer agrees that Humai liability is capped at not more than, in respect of 1) damage to real property and tangible personal property caused by the negligence of Humai, the aggregate amount of three hundred thousand Euros (€300,000) per series of events and 2) for any other actual direct damages, loss, refunds, or liability for any cause whatsoever, not more than the amount that Customer actually paid for the Humai Software and/or Maintenance that are the subject of the claim. This limitation of liability also applies to Humai´s employees, contractors, resellers and suppliers. It is the maximum amount for which they, and Humai, are collectively responsible.
EXCEPT AS SET FORTH ABOVE, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HUMAI OR ITS SUPPLIERS BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO ANY CLAIM FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOST SAVINGS, OR LOST OR CORRUPTED DATA, EVEN IF HUMAI OR ITS SUPPLIERS HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE ABOVE LIABILITY LIMITATION IS FOUND TO BE INVALID UNDER APPLICABLE LAW, THEN HUMAI AND ITS SUPPLIER’S LIABILITY FOR SUCH CLAIM SHALL BE LIMITED TO THE AMOUNT OF THE FEES CUSTOMER HAS ACTUALLY PAID FOR THE HUMAI SOFTWARE AND/OR MAINTENANCE GIVING RISE TO THE CLAIM.
Notices. Except as otherwise specified in the Agreement, all notices under the Agreement will be in writing and will be delivered or sent by (a) first class mail, registered or certified, return receipt requested, postage pre-paid; or (b) an international express mail, or national express courier with a tracking system, to the address specified in the applicable Product Schedule. Notices will be deemed given on the day actually received by the party to whom the notice is addressed.
Independent Contractors. The relationship of Humai and Customer is that of independent contractors. Neither party has any authority to act on behalf of the other party or to bind it, and in no event will the parties be construed to be partners, employer-employee, or agents of each other.
Governing Law; Venue. This Agreement will be governed by and construed in accordance with the substantive laws of Austria, without regard to principles of conflicts of law and in no event shall the UN Convention on Contracts for the Sales of Goods apply. Both parties agree and consent to the sole and exclusive jurisdiction of the courts located in London, England for all matter arising under this Agreement.
Survival of Terms. The provisions of this Agreement that by their nature extend beyond the expiration or other termination of this Agreement will survive and remain in effect until all obligations are satisfied.
Assignment. The Agreement may not be assigned by Customer by operation of law or otherwise, without the prior written consent of Humai, which consent will not be unreasonably withheld. Humai may assign this Agreement or any part on written notice to Customer.
Force Majeure. Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent fulfillment or performance of any terms or provisions of the Agreement are delayed or prevented by revolution or other civil disorders; wars; strikes; labor disputes; electrical equipment or availability failure; fires; floods; acts of God; government action; or, without limiting the foregoing, any other causes not within its control and which, by the exercise of reasonable diligence, it is unable to prevent. This section will not apply to the payment of any sums due under the Agreement by either party to the other.
Export Requirements. Customer agrees that these commodities, technology or software are exported from the EU in accordance with the Export Administration Regulations. Customer agrees to export, re-export or import Humai Software only in compliance with applicable export- and import regulations and controls. As such, in accordance with EU law, these commodities, technology or software may not be exported or re-exported. Diversion contrary to EU law is prohibited.
Data Protection. Customer agrees to allow Humai to store and use Customer’s contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to Humai and Humai´s affiliates, and to contractors, business partners, and assignees of Humai of its affiliates for uses consistent with their collective business activities, including communicating with Customer (for example, for processing orders, for promotions, and for market research). Customer represents that (i) Customer is duly authorized to provide personal data to Humai and Customer does so lawfully in compliance with relevant legislation, (ii) Humai and any entity within Humai or its subcontractors can process such data and (iii) Humai may disclose such data to its subcontractors for the purpose of satisfying its obligations to Customer and for marketing other Humai Software or services to Customer and may transfer such data to countries outside of the country of origin.
Miscellaneous. Headings in the Agreement are for reference purposes only and will not affect the interpretation or meaning of the Agreement. If any provision of the Agreement is held by an arbitrator or a court of competent jurisdiction to be contrary to law, then the remaining provisions of the Agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under the Agreement will be construed as a waiver of such right or power. A waiver by either party of any breach by the other party will not be construed to be a waiver of any succeeding breach or any other covenant by the other party. All waivers must be in writing and signed by the party waiving its rights.
Counterparts. The Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which together constitute one and the same Agreement.
Interpretation and Additional Terms. The Agreement constitutes the entire agreement between Humai and Customer with respect to the subject matter hereof. The Agreement supersedes all prior negotiations, agreements, and undertakings between the parties with respect to such subject matter. No modification of the Agreement will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings. Additional Product Schedules may be added to the Agreement, provided that each such Product Schedule is signed by both parties. Each Product Schedule so added shall be governed by the terms of this Agreement. No term or condition contained in Customer’s purchase order or similar document will apply unless specifically agreed to by Humai in writing, even if Humai has accepted the order set forth in such purchase order, and all such terms or conditions are otherwise hereby expressly rejected by Humai. In the event of a conflict between these Terms and Conditions and the Product Schedule, the Product Schedule will govern.
IN WITNESS WHEREOF, these License Terms are legally binding upon proper execution by duly authorized representatives from each of the respective parties on the dates specified herein.