Last Updated: September 30, 2022
HumanSignal has developed and makes available SaaS-based data labeling tools (collectively, the “HumanSignal Product”). To be eligible to register for and use the HumanSignal Product, you must review and accept these terms and conditions (the “Terms”) by indicating your agreement to these Terms using the mechanism provided by HumanSignal. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE HUMANSIGNAL PRODUCT, YOU AGREE TO THESE TERMS WITH HUMANSIGNAL, INC. (“HUMANSIGNAL”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT INDICATE YOUR AGREEMENT TO THESE TERMS AND YOU SHOULD NOT USE THE HUMANSIGNAL PRODUCT.
In these Terms, “Customer” will refer to you. If you are registering to use the HumanSignal Product on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to HumanSignal that you have the authority to bind that entity or organization to these Terms (in which case, the term “Customer” will refer to that entity or organization).
The following terms, when used in these Terms will have the following meanings:
“Authorized User” means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the HumanSignal Product under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the HumanSignal Product has been purchased hereunder.
“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 available to the public 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, on-line 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.
“Order Form” means an order form or order page (including any online order form or order page) that sets forth the specific HumanSignal Product, applicable payment plan therefor (including in relation to overages), permitted number of user seats, trial period (if applicable) and subscription term, and that references these Terms.
Customer will defend, indemnify and hold HumanSignal and its affiliates harmless against any actual or threatened claim, loss, liability, proceeding, governmental investigation or enforcement action arising out of or relating to Customer’s or any Authorized User’s activities under these Terms (a “Claim”). HumanSignal and its affiliates will cooperate as fully as reasonably required in the defense of any Claim, at Customer’s expense. HumanSignal reserves the right, at Customer’s expense, to retain separate counsel for itself in connection with any Claim or, if Customer has not responded reasonably to the applicable Claim, to assume the exclusive defense and control of any Claim in which Customer is named a party and that is otherwise subject to indemnification under this Section. Customer will pay all costs, reasonable attorneys’ fees and any settlement amounts or damages awarded against HumanSignal in connection with any Claim. Customer will also be liable to HumanSignal for any costs and attorneys’ fees HumanSignal incurs to successfully establish or enforce HumanSignal’s right to indemnification under this Section.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL HUMANSIGNAL BE LIABLE TO CUSTOMER FOR ANY (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF HUMANSIGNAL HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF ONE HUNDRED U.S. DOLLARS. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.