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Customer Agreement

Terms and Conditions

This HumanSignal Customer Agreement (SaaS) (this “Agreement”) is entered into by and between HumanSignal, Inc., a Delaware corporation (“HumanSignal”), and Customer, and shall apply to Customer's use of HumanSignal’s Software as a Service data labeling tool (“HumanSignal Product”) ordered by Customer pursuant to one or more ordering documents entered into between Customer and HumanSignal, and the applicable subscription term thereof ("Order Form"). This Agreement and such Order Forms, which are hereby incorporated into, supplement and form a part of this Agreement, represent the parties' entire understanding regarding the HumanSignal Product and shall control over any different or additional terms of any purchase order or other non- HumanSignal ordering document, and no terms included in any such purchase order or other non-HumanSignal ordering document shall apply to the HumanSignal Product. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form shall control. “Customer” means the company or other legal entity that entered into an Order Form. You represent that you have the authority to bind Customer to the terms of this Agreement. If you do not agree to the terms of this Agreement, or if you are not authorized to accept this Agreement on behalf of your organization or entity, do not access or use any of the HumanSignal Products.

1. Definitions

1.1 The following terms, when used in this Agreement will have the following meanings:

Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Documentation” means the printed and digital instructions, online help files, technical documentation and user manuals made available by HumanSignal for the HumanSignal Product.

Non-HumanSignal Product” means a third party or Customer web-based, mobile, offline or other software application that integrates with the HumanSignal Product (other than third party data hosting services used by HumanSignal). For clarity, the HumanSignal Product excludes Non-HumanSignal Products.

2. HumanSignal Product

2.1 Provision of HumanSignal Product. Subject to the terms and conditions of this Agreement, HumanSignal will make the HumanSignal Product available to Customer pursuant to this Agreement, the SLA provided below Exhibit A and the applicable Order Form, and hereby grants Customer a non-exclusive, non-transferrable right to access and use the HumanSignal Product for its internal business purposes.

2.2 Data Security. HumanSignal will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the HumanSignal Product (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, HumanSignal will maintain the administrative, physical and technical safeguards to protect the security of Customer Data that are described in the HumanSignal security page located at https://humansignal.com/legal/security-policy (the “Security Page”) posted as of the date of the initial Order Form hereunder (and as the Security Exhibit may be updated by HumanSignal in a manner that does not materially decrease the applicable protections).

2.3 Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”). Customer will not directly or indirectly:

(a) upload any personal data or personally identifiable information to the HumanSignal Product;

(b) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the HumanSignal Product;

(c) attempt to probe, scan or test the vulnerability of the HumanSignal Product, breach the security or authentication measures of the HumanSignal Product without proper authorization or wilfully render any part of the HumanSignal Product unusable;

(d) use or access the HumanSignal Product to develop a product or service that is competitive with HumanSignal’s products or services or engage in competitive analysis or benchmarking;

(e) transfer, distribute, resell, lease, license, or assign the HumanSignal Product or otherwise offer the HumanSignal Product on a standalone basis; or

(f) otherwise use the HumanSignal Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.

2.4 Customer Responsibilities.

(a) Customer acknowledges that HumanSignal’s provision of the HumanSignal Product is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer’s systems, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner.

(b) Customer will (i) be responsible for all use of the HumanSignal Product under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the HumanSignal Product and notify HumanSignal promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the HumanSignal Product and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the HumanSignal Product, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and HumanSignal will have no liability for such failure (including under any service level agreement).

2.5 Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and HumanSignal and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

3. Fees

3.1 Fees. Customer will pay HumanSignal for amounts invoiced by HumanSignal to Customer pursuant to the fees set forth in the Order Form. Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt thereof, unless a specific date for payment is set forth in the Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.

3.2 Late Payment. HumanSignal may suspend access to the HumanSignal Product immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date. If HumanSignal has not received payment within five (5) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by HumanSignal.

3.3 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of HumanSignal. Customer will not withhold any taxes from any amounts due to HumanSignal.

4. Proprietary Rights and Confidentiality

4.1 Proprietary Rights. As between the parties, HumanSignal exclusively owns all right, title and interest in and to the HumanSignal Product, System Data and HumanSignal’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data, insights produced specifically for Customer via the use of the HumanSignal Product by Customer (which will constitute Customer Data for purposes hereof) and Customer’s Confidential Information. “System Data” means data collected by HumanSignal regarding the HumanSignal Product that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the HumanSignal Product.

4.2 Feedback. Customer may from time to time provide HumanSignal suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the HumanSignal Product. HumanSignal will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. HumanSignal will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.3 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

5. Warranties and Disclaimers

‍5.1 HumanSignal. HumanSignal warrants that it will, consistent with prevailing industry standards, provide the HumanSignal Product in a professional and workmanlike manner and the HumanSignal Product will conform in all material respects with the Documentation. In the event of a breach of the foregoing warranty, HumanSignal will correct the deficiency at no additional charge to Customer. Customer will use commercially reasonable efforts to notify HumanSignal in writing within thirty (30) days of identifying the deficiency, but Customer’s failure to notify HumanSignal within such period will not affect Customer’s right to receive warranty remedies unless HumanSignal is unable to, or impaired in its ability to, correct the deficiency due to Customer’s failure to notify. The remedies set forth in this section will be Customer’s sole remedy and HumanSignal’s sole liability for breach of such warranty unless the breach of warranty constitutes a material breach of this Agreement and Customer elects to terminate this Agreement as set forth below, in which case HumanSignal will provide Customer with a pro rata refund (based on the applicable termination date) of prepaid subscription fees for breach of such warranty.

5.2 Customer. Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit HumanSignal to use the same as contemplated hereunder.

5.3 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. HUMANSIGNAL DOES NOT REPRESENT OR WARRANT THAT THE HUMANSIGNAL PRODUCT WILL NOT BE ERROR-FREE AND CUSTOMER ACKNOWLEDGES THAT THE INSIGHTS PROVIDED BY THE HUMANSIGNAL PRODUCT DO NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL, AND HUMANSIGNAL EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE HUMANSIGNAL PRODUCT. HUMANSIGNAL IS NOT RESPONSIBLE OR LIABLE FOR ANY NON-HUMANSIGNAL PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.

5.4 BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH HUMANSIGNAL WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY HUMANSIGNAL. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. HUMANSIGNAL DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR HUMANSIGNAL MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

6. Indemnification

6.1 Indemnity by HumanSignal. HumanSignal will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the HumanSignal Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by HumanSignal) in connection with any such Claim; provided that (a) Customer will promptly notify HumanSignal of such Claim, (b) HumanSignal will have the sole and exclusive authority to defend and/or settle any such Claim (provided that HumanSignal may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with HumanSignal in connection therewith. If the use of the HumanSignal Product by Customer has become, or in HumanSignal’s opinion is likely to become, the subject of any claim of infringement, HumanSignal may at its option and expense (i) procure for Customer the right to continue using and receiving the HumanSignal Product as set forth hereunder; (ii) replace or modify the HumanSignal Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable subscription term. HumanSignal will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the HumanSignal Product by Customer not in accordance with this Agreement; (C) modification of the HumanSignal Product by any party other than HumanSignal without HumanSignal’s express consent; (D) Customer Confidential Information or (E) the combination, operation or use of the HumanSignal Product with other applications, portions of applications, product(s) or services where the HumanSignal Product would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states HumanSignal’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

6.2 Indemnification by Customer. Customer will defend HumanSignal against any Claim made or brought against HumanSignal by a third party arising out of the Excluded Claims, and Customer will indemnify HumanSignal for any damages finally awarded against HumanSignal (or any settlement approved by Customer) in connection with any such Claim; provided that (a) HumanSignal will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without HumanSignal’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases HumanSignal of all liability) and (c) HumanSignal reasonably cooperates with Customer in connection therewith.

7. Limitation of Liability

UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

8. Termination

8.1 Term. The term of this Agreement will commence on the date of the initial Order Form and continue until terminated as set forth below. The initial term of each Order Form will begin on start date indicated in such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. If Customer does not agree to automatic renewals, Customer may opt-out of automatic renewals by providing written notice to HumanSignal within fourteen (14) days of the date of the initial Order Form.

8.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

8.3 Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below.

8.4 Customer Data Retrieval. Upon Customer’s written request made on or prior to expiration or termination of the applicable Order Form, HumanSignal will give Customer limited access to the HumanSignal Product for a period of up to thirty (30) days after such expiration or termination, at no additional cost, solely for purposes of retrieving Customer Data. Subject to such retrieval period and HumanSignal’s legal obligations, HumanSignal has no obligation to maintain or provide any Customer Data and will, unless legally prohibited, delete Customer Data after such expiration or termination; provided, however, that HumanSignal will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases HumanSignal will continue to protect the Customer Data in accordance with this Agreement. For clarity, during the term of the applicable Order Form, Customer may extract Customer Data using HumanSignal’s standard web services as described in the Documentation.

9. General

9.1 Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the HumanSignal Product.

9.2 Publicity. Customer agrees that HumanSignal may refer to Customer’s name and trademarks in HumanSignal’s marketing materials and website; however, HumanSignal will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email) not to be unreasonably delayed. If Customer does not agree to HumanSignal’s use of Customer’s name or trademark in HumanSignal’s marketing materials, Customer may opt-out of such use by providing written notice to HumanSignal within fourteen (14) days of the date of the initial Order Form.

9.3 Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

9.4 Amendment; Waiver. HumanSignal reserves the right in its sole discretion and at any time and for any reason to modify these Terms and Conditions. With respect to each Order Form, any modifications to these Terms and Conditions shall become effective upon the date of Customer’s next renewal of such Order Form. It is Customer’s responsibility to review these Terms and Conditions from time to time for any changes or modifications. If Customer does not agree to the modified Terms and Conditions, Customer may provide notice of Customer’s non-renewal at any point prior to the Customer’s next renewal. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. . Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The section headings used herein are for convenience only and shall not be given any legal import

9.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.7 Governing Law. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

9.8 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Customer may be sent to the address listed on the Customer’s applicable Order Form or email address provided by Customer when Customer creates its HumanSignal Product account. Notices to HumanSignal must be sent to the following:

HumanSignal, Inc.

HumanSignal, Inc 548 Market St., PMB 34372

San Francisco, California 94104 US

Attn: Legal

‍9.9 Entire Agreement. This Agreement comprises the entire agreement between Customer and HumanSignal with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by HumanSignal, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.10 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

9.11 Government Terms. HumanSignal provides the HumanSignal Product, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the HumanSignal Product, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The HumanSignal Product was developed fully at private expense.

9.12 Interpretation. For purposes hereof, “including” means “including without limitation”.

Exhibit A

SLA

Availability Commitment

The HumanSignal Product will be Available 99.5% of the time, measuredly on a calendar monthly basis (the “Availability Commitment”). “Availability” means that the HumanSignal Product is available to assist Customer in the labeling of Customer Data. Availability measures will not include downtime resulting from:

  • Upgrades, which will be scheduled between 5pm and midnight Pacific Time to the extent feasible.
  • Pre-scheduled maintenance periods: Customer will receive at least 24 hours prior notification by email of pre-scheduled maintenance periods. Maintenance shall be scheduled between 5pm and midnight Pacific Time. Downtime due to pre-scheduled maintenance will not exceed 2 hours per month.
  • Emergency maintenance periods, during which HumanSignal applies critical security patches and other emergency repairs to the HumanSignal infrastructure.

The Availability Commitment does not apply to any downtime of the HumanSignal Product that results from:

  • Account suspension or termination due to Customer’s breach of the Agreement;
  • Disengagement of functionality of the HumanSignal Product due to Customer’s request;
  • Force Majeure Events; or
  • Customer’s or its service provider’s equipment, software or other technology.

HumanSignal will provide Customer with reports on Availability upon request.

Credit

If HumanSignal fails to achieve the above Availability for the HumanSignal Product, Customer may claim a credit based on a monthly pro-rated amount of the annual subscription fee, as provided below.

PERCENTAGE AVAILABILITY PER MONTH / CREDIT

99.5-100.0 / 0%

97.0-99.49 / 4%

94.0-96.99 / 6%

92.0-93.99 / 10%

Below 92.0 / 50%

Customer will not be entitled to a credit if it is in breach of this Agreement, including its payment obligations. To receive a credit, a Customer must file a claim for such credit within five (5) days following the end of the month in which the Availability Commitment was not met by contacting HumanSignal at support@humansignal.com with a complete description of the downtime, how Customer was adversely affected, and for how long.

The credit remedy set forth in this Service Level Agreement is Customer’s sole and exclusive remedy for the unavailability of the HumanSignal Product.

Customer Support

HumanSignal live technical support business hours will start at 9:00 am Pacific Time and run until 5:00 pm Pacific Time on weekdays. Technical support can be contacted via email at support@humansignal.com.

Live technical support will not be available on Christmas Day (December 25) and New Year’s Day (January 1). Limited technical support will be available during the hours listed above during HumanSignal holidays. The current HumanSignal holidays are set forth below:

  • Presidents Day (third Monday of February)
  • Memorial Day (last Monday of May)
  • Independence Day (July 4)
  • Labor Day (first Monday of September)
  • Thanksgiving Day (fourth Thursday in November)
  • Christmas Eve (December 24)
  • New Year’s Eve (December 31)