Terms & Conditions​

Terms of Service

These Terms of Service (these “Terms”) are a legal agreement between you (“you”, “your” or “Company”) and HumanQ, Inc. (“HumanQ”, “we”, “our”, or “us”) governing your access to and use of the services further outlined below, which HumanQ agrees to provide to you through its proprietary platform (“Platform”). The details of your use of the services are as outlined in the ordering document referencing these terms (the “Order”, and together with these Terms, the “Agreement”). Capitalized terms not defined in these Terms shall have the meaning given to them in the applicable Order. 

You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving Services under the laws of the United States or other applicable jurisdictions. To register as a user of the Services you must be 18 years or over. In the event that you are agreeing to these Terms on behalf of a third party entity, you represent and warrant that you have sufficient right to bind such third party to these Terms, in which case, all references to “you” in these Terms shall be references to such third party.

BY CLICKING “I AGREE”, OR BY OTHERWISE ACCESSING THE USING ANY OF THE HUMANQ SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT YOUR SUBMISSION OF THE CREDIT CARD PAYMENT FORM SERVES AS YOUR AGREEMENT TO THESE TERMS.

SECTION 17 OF THESE TERMS CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN COMPANY AND HUMANQ ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 17 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN COMPANY AND HUMANQ TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 17 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

1. Services License. HumanQ grants to Company, and its employees who choose to register for the Platform (each, a “User”), a limited, non-exclusive, non-transferable right to access the Platform through which HumanQ provides the Essential Solution (the Platform and the Essential Solution are the “HumanQ Services”). Use of the HumanQ Services are solely for Company’s internal business purposes. Company shall not, and shall ensure that its Users do not, (a) reproduce, display, download, modify, create derivative works of or distribute the Platform; (b) use the Platform, or any component thereof, in the operation of a service bureau or the provision of competitive services; (c) permit any party, other than the then-currently authorized Users to independently access the Platform; (d) use the Platform in any manner that infringes any intellectual property right, or that violates any applicable law.
2. Company Obligations. Company is expected to attend an annual Essential Solution Workshop, or equivalent, to build their Essential Solution. Company is also expected to complete an annual Essential Solution Worksheet prior to attending a Design Session with a Coach Advisor. Failure by Company to comply with its obligations may result in a delay of the provision of the HumanQ Services or cancellation of the Order without refund.
3. A Design Session or a Coaching Session(s) may be rescheduled with at least 14 days’ prior written notice. HumanQ cannot guarantee the availability of the same coach if a Design Session or Coaching Session(s) has been rescheduled. If Company attempts to cancel and reschedule a Design Session or Coaching Session(s) in less than 14 days before the original start date and time or at any time after the original start date and time, the Design Session or Coaching Session(s), as applicable, will count towards the allotted Essential Solution as agreed in this Order, and shall be deemed to have been properly provided, and Company shall be liable to pay HumanQ all the applicable fees for such canceled Design Session or Coaching Session(s).
4. Company Data. Company shall provide to HumanQ all information and materials necessary for HumanQ to set up and provide the HumanQ Services (all such information and materials, and all Company data provided by Company as part of the HumanQ Services is the “Company Data”). Company grants to HumanQ a limited, non-exclusive license to: (a) use the Company Data for purposes of fulfilling HumanQ’s obligations hereunder, and (b) use in aggregated form to create statistical analyses, and for research and development purposes (“Analysis Data”). HumanQ retains ownership of all right, title, and interest in and to the Analysis Data.
5. User Data. Users shall setup individual accounts to access the HumanQ Services. Company shall not, and shall ensure its Users do not, enter into the HumanQ Services sensitive information, including government identification numbers, medical records, genetic information, or other information revealing ethnic origin, political opinions, or sexual orientation. HumanQ may use information collected from User’s interactions with the HumanQ Services in accordance with its Privacy Policy, available at https://humanq.com/privacy-policy.
6. Data Protection and Security. Each party shall comply with the terms of the Independent Controller Data Processing Addendum, which can be found at https://humanq.com/data-processing-agreement/, the terms of which are incorporated herein by this reference.
7. User Analytics. As part of the HumanQ Services, HumanQ will provide Company with access to reports outlining (a) certain coaching session information, and (b) anonymous responses to HumanQ generated
   surveys, and aggregated statistics regarding the HumanQ Services the Users received, such as (i) metadata and data related to usage (e.g., average session length, frequency of use), and (ii) composition of development plans (e.g., top skills chosen by Users, popular learning activities) (collectively, “User Analytics”). User Analytics will not include User specific coaching content. HumanQ retains ownership of all right, title, and interest in and to the User Analytics.
8. Support Services. HumanQ will work together with the Company to curate each Essential Solution by identifying the topics to be covered and customization as required (each such Essential Solution is a “Design Session” and a “Coaching Track”). HumanQ will also provide the Company with results within 6 weeks after the conclusion of the Coaching Track.
9. Confidentiality. Each party shall maintain as confidential all non-public information of a confidential or proprietary nature, including but not limited to, the terms and conditions of these Terms, proprietary information, business secrets, trade secrets, new products and know-how (hereinafter referred to as “Confidential Information”), relating to the other party and the other party’s business. The receiving party agrees not to disclose, without prior written permission of the disclosing party, any Confidential Information to a third party (except for its professional advisors), nor to use any such Confidential Information except on behalf of disclosing party or otherwise in connection with these Terms.
10. Fees and Billing.
    1. Payment Terms. If annual billing is selected, HumanQ will invoice the full annual amount on an annual basis for each Contract Year. Fees following the first twelve months of the subscription Term (“Contract Year”) shall be billed on each anniversary. All annual invoices are due upon receipt. If monthly billing is selected, fees shall be due on a monthly basis following the initial date of the first monthly payment. By providing payment information, Company agrees that HumanQ may charge the payment method each month during the Subscription Term. For avoidance of doubt, if Company terminates an Order mid-Subscription Term, Company shall owe all Fees for the remainder of the Subscription Term. No Essential Solution will be scheduled or made available to Company prior to receipt of annual or first monthly payment for the Contract Year.
    2. Additional Users. If additional Users are added to the Order at any point within a Contract Year, Company shall be responsible for paying the difference between its current subscription plan and the next increased relevant subscription plan. If Company has already purchased the highest plan, it will pay only the additional per User annual fee. By way of example, if the Company’s current Order is for 6 Users, as is included in the Basic Plan and a 7^th User is added 3 months into the Contract Year, Company will be responsible for paying the additional amount between the Basic Plan and the Core Plan for the remainder of the then-current Subscription Term.
    3. Late Payments. All late payments shall accrue interest at a rate of 1.5% per month. Company shall be responsible for all costs (including attorneys’ fees) incurred by HumanQ in collecting unpaid fees. Orders are non-cancellable and non-refundable, except in case of HumanQ’s material breach of the Agreement. Upon termination for any reason other than due to HumanQ’s material breach of the Agreement, all fees set forth in all pending Orders shall become immediately due and payable.
    4. Small Business Pricing. The pricing offered under the Order for the Essential Solution are reserved for Small Businesses. “Small Businesses” are defined as those with fewer than 750 employees worldwide. If Company has more than 750 employees, HumanQ has the right to charge Company additional fees commensurate with its “Enterprise” pricing model. HumanQ shall provide Company with written notice regarding incorrect pricing and Company shall have 30 days to enter into an Enterprise service agreement. If Company fails to enter into an Enterprise service agreement, Company authorizes HumanQ to charge its payment method the revised pricing.
11. Term.
    1. The Agreement shall be effective as of the date of your Order, and shall continue for so long as you use the HumanQ Services (“Term”).
    2. Customer’s subscription term to the HumanQ Services (“Subscription Term”) is as set forth in the applicable Order. Following the initial Subscription Term, the Subscription Term shall automatically renew for successive one year periods, unless either party provides notice of non-renewal at least 60 days prior to the expiration of the then current Subscription Term. HumanQ will notify Company of the fees for the Essential Solution 90 days prior to the start of the renewal term.
12. Warranty and Disclaimer. HumanQ warrants that the Platform will perform materially in accordance with all applicable documentation provided by HumanQ. HumanQ shall use commercially reasonable efforts to correct any reproducible error within 60 days after receiving written notice from Company specifying the same. EXCEPT AS EXPRESSLY PROVIDED HEREIN, HUMANQ MAKES NO WARRANTIES OF ANY KIND AND EACH PARTY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE HUMANQ SERVICES DO NOT CONSTITUTE MEDICAL ADVICE OR THERAPY. HUMANQ MAKES NO WARRANTY REGARDING THE RESULTS COMPANY OR ANY USER MAY OBTAIN IN CONNECTION WITH USE OF THE HUMANQ SERVICES.
13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL (A) HUMANQ BE LIABLE TO COMPANY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT; AND (B) HUMANQ’S ENTIRE LIABILITY TO THE COMPANY SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY COMPANY TO HUMANQ UNDER THE APPLICABLE ORDER GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS PRECEDING THE MONTH IN WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.
14. Coach Non-Solicitation. Company agrees that during the Term of the Agreement and for a period of one year thereafter, Company will not, on behalf of itself, any affiliated entity, or any third party: (a) engage any coach with whom any of its Users had access during the Term to perform services similar to the services received hereunder; or (b) cause or encourage any coach of whom it is aware as a result of Company’s use of the HumanQ Services to terminate their professional relationship with HumanQ.
15. Company consents to (a) HumanQ’s use of Company’s name identifying Company as a customer of HumanQ; and (b) describing Company’s use of HumanQ’s products and services.
16. No Assignment. Company may not assign the Agreement without HumanQ’s prior consent.
17. Dispute Resolution.
    1. Except as otherwise provided in Section 17(b), the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in Section 17(b), if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute to for final settlement through binding arbitration, administered by AAA under its current Commercial Arbitration Rules and Mediation Procedures (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified HumanQ in San Francisco, California. The arbitrator will apply the law set forth in Section 17(c) to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
    2. Exception to Arbitration. Company agrees that if HumanQ reasonably believes Company has, in any manner, violated or threatened to infringe HumanQ’s intellectual property rights, then HumanQ may seek emergency, preliminary or other appropriate interim relief in the state or federal courts located in San Francisco, CA.
    3. Governing Law. The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the internal laws of the State of California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof. Subject to Section 17(a), the parties agree to submit to the exclusive jurisdiction of the state and federal courts sitting in San Francisco, California.