Last Updated: September 25, 2018
Please read this Agreement carefully before accessing or using our Services. By accessing or using any part of our Services, you and any individuals you authorize to access our Services (“Authorized Users”) agree to become bound by the Terms of this Agreement. If you do not agree to all the Terms of this Agreement, then you may not access or use any of our Services. If these Terms are considered an offer by Honu, acceptance is expressly limited to these Terms.
1. Our Services
Subject to the Terms of this Agreement, Honu grants you and all Authorized Users a limited, non-exclusive, non-transferable right to access and use our Services, solely for your internal business purposes and not for resale or additional distribution. You shall be responsible for all Authorized Users in compliance with your obligations under the terms of the Agreement. Except for this license granted to you and all Authorized Users, Honu and its licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by all applicable intellectual property laws, including U.S. copyright law and international treaties.
Our Services are delivered through a web interface, and do not include any hardware or equipment that may be necessary for you to access our Services, including but not limited to computer equipment, nor is Honu responsible for any fees charged by third-parties related to your access or usage of our Services.
Honu reserves the right to change, discontinue, or remove, at any time and at our sole discretion, any aspect or component of our Services. We will make a best effort to notify you in advance of any material changes to product functionality.
You shall not and shall not permit or authorize any third-party to:
1) Circumvent, disable, or otherwise interfere with any security-related features of Honu.
2) Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
3) Make improper use of our support services or submit false reports of abuse or misconduct.
4) Interfere with, disrupt, or create an undue burden on Honu or the networks or services connected to Honu.
5) Use any information obtained from Honu in order to harass, abuse, or harm another person, including any of Honu’s employees or agents engaged in providing any portion of our Services to you.
6) Use our Services as part of any effort to compete with us.
7) Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of Honu.
3. Fees, Payment, and Renewal
Some of our Services are offered for a fee (“Paid Services”), while other Services may be free with limited functionality. By using a Paid Service, you agree to pay the specified fees for the specified contract duration, which we’ll bill or charge you for in regular intervals (such as monthly, annually, or biennially), on a pre-pay basis.
If your payment fails or Paid Services are otherwise not paid for on time, we may immediately cancel or revoke your access to the Paid Services. If you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services, we reserve the right to revoke your access to our Services in general.
To ensure uninterrupted service, our Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any taxes). Your Paid Services are renewed for the same interval of time.
We may change our fees at any time. When applicable, we may give you advance notice of the fee changes. If you don’t agree with the fee changes, you can cancel your Paid Service.
Refunds / Cancellation
While you may cancel a Paid Service at any time, refunds are issued in our sole discretion and you will remain responsible for any fees owed to Honu for all remaining time on your service contract term(s).
4. Intellectual Property
This Agreement does not transfer from Honu to you any Honu or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Honu. Honu, Honu HR, HonuHR.com, and all other trademarks, service marks, graphics and logos used in connection with our Services, are trademarks or registered trademarks of Honu or Honu’s licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any Honu or third-party trademarks.
We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will send you an email or another form of communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
Honu may terminate your access to all or any part of our Services at any time, if in Honu’s sole determination, you are using the Services in a manner that violates applicable laws or the terms of this Agreement or fail to make payment to Honu. If you wish to terminate this Agreement, you must email email@example.com to cancel any applicable paid Services and then discontinue using our Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
7. Disclaimer of Warranties
Our Services are provided “as is.” Honu and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Honu nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you obtain content or services through, our Services at your own discretion and risk.
8. Jurisdiction and Applicable Law
Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of our Services will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California.
9. Limitation of Liability
In no event will Honu, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Honu under this Agreement during the twelve (12) month period prior to the cause of action. Honu shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
10. General Representation and Warranty
You represent and warrant that your use of our Services:
1) Will be in strict accordance with this Agreement;
2) Will comply with all applicable laws and regulations (including without limitation all applicable laws regarding online conduct and acceptable content, the transmission of technical data exported from the United States or the country in which you reside, privacy, and data protection);
3) Will not infringe or misappropriate the intellectual property rights of any third party.
11. US Economic Sanction
You expressly represent and warrant that your use of our Services and or associated services and products is not contrary to applicable U.S. Sanctions. Such use is prohibited, and Honu reserves the right to terminate accounts or access of those in the event of a breach of this condition.
You agree to indemnify and hold harmless Honu, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.
This Agreement constitutes the entire agreement between Honu and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Honu, or by the posting by Honu of a revised version.
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Honu may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.