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Last updated October 15, 2024
Sociometric Solutions, Inc. d/b/a Humanyze (“Humanyze” or “us” or “we”) provides the Humanyze Platform where you can review data collected about you that your employer provides to us (the “Platform”). These Terms of Service (“Terms”) apply to your use of the Platform. By accessing or using the Platform, you expressly accept all the provisions of these Terms and represent to us that you are at least 18 years of age and are legally competent to enter and agree to these Terms. You may not access or use the Platform if you are barred from doing so under applicable law or have previously been suspended or removed from the Platform.
THIS AGREEMENT INCLUDES: (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE.
We respect your privacy. For information we collect from you and how we use and share it, please see our Privacy Policy. By accessing and using the Platform, you consent to the collection and use of your personal information as described in our Privacy Policy.
Your Account. To use the Platform, you must create an account by providing us with a valid email address, a strong password, and the unique access credentials provided to you by your employer. You are responsible for all activity that occurs on your account. You agree to notify Humanyze immediately if you suspect unauthorized access or use of your account or any breach of security. Humanyze is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials. Humanyze reserves the right to suspend or terminate your access to the Platform without notice if you violate these Terms or for any security or legal reason.
License. Subject to your compliance with the terms and conditions of this Agreement, we hereby grant you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the Platform for your personal non-commercial use only, and subject to the limitations set forth below. This Agreement is limited to the intellectual property rights of Humanyze and its licensors and does not include any rights to other intellectual property. We reserve all rights not expressly granted to you pursuant to this Agreement.
Use Restrictions. You are granted access to view and interact with the data your employer has shared with Humanyze for the purpose of improving workplace insights and analytics. You may not use the data for any personal, commercial or unauthorized purposes. Except as specifically permitted herein, you agree that you will not directly or indirectly:
Further, you agree that:
Ownership. The Platform and its content, including its “look and feel” (e.g., text, graphics, images, logos), proprietary content, information, and other materials, are protected under intellectual property, copyright, trademark and other laws. You acknowledge and agree that Humanyze and/or our licensors own all right, title and interest in and to the Platform (including without limitation all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Humanyze’s (or its licensors’) patents, patent applications, copyrights, trade secrets, trademarks, or other intellectual property rights on account of this Agreement. All data uploaded by your employer to the Platform remains the property of your employer. Humanyze does not claim ownership of the data provided by employers, but it reserves the right to anonymize and aggregate such data for research, analysis, and improvement of the Platform.
Feedback. If you submit comments, ideas, or feedback to us, you agree that we can use, disclose, reproduce, distribute, and exploit them without any restriction or compensation to you. By submitting feedback, you agree that Humanyze may use, reproduce, modify, and distribute your feedback for any purpose, and you are not entitled to any compensation or reimbursement of any kind. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by Humanyze, or obtained from sources other than you.
Changes. We reserve the right to, at any time and without liability to you or any third party, change the Platform, including by terminating, eliminating, supplementing, modifying, adding to or discontinuing any content, functionality, promotion, data on or feature of the Platform or the hours during which the Platform is available.
Our Enforcement Rights. We are not obligated to monitor access or use of the Platform, but we have the right to do so for the purpose of operating the Platform, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law.
Third-Party Services and Materials. The Platform may display, include or make available content, data, information, applications or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. By using the Platform, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials or websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.
Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, HUMANYZE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HUMANYZE DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, AND HUMANYZE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF THE PLATFORM. HUMANYZE MAKES NO REPRESENTATIONS ABOUT THE ACCURACY OR RELIABILITY OF INSIGHTS PROVIDED BY THE PLATFORM, WHICH ARE BASED ON THE DATA SHARED BY YOUR EMPLOYER AND SUBJECT TO VARIATIONS IN DATA QUALITY.
Indemnity. By agreeing to this Agreement and using the Platform, you agree that you shall defend, indemnify and hold Humanyze, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (a) your use of the Platform and any information and/or Content posted on the Platform by you or from your account; (b) your violation or breach of any term or condition of this Agreement or any applicable law or regulation; (c) your violation of any rights of any third party; (d) any unauthorized use of the Platform; or (e) your negligence or willful misconduct. You agree to indemnify and hold harmless Humanyze from any third party claims arising out of your breach of these terms or your misuse of the Platform.
Limitation of Liability. NEITHER HUMANYZE, ITS SUPPLIERS OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HUMANYZE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE EXCLUSIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HUMANYZE AND YOU.
Informal Process First. You agree that in the event of any dispute between you and Humanyze, you will first contact us and make a good faith sustained effort to resolve the dispute via mediation before resorting to arbitration under this Agreement. If mediation does not resolve the issue, arbitration will proceed under the terms described below.
Binding Arbitration. Any dispute or claim, except for disputes relating to the infringement of our intellectual property rights or the access or use of the Platform in violation of this Agreement (a “Claim”), will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in Suffolk County, Massachusetts if your Claims qualify.
No Judge or Jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.
Arbitrator and Rules. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.
Starting an Arbitration. To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following email address: legal@humanyze.com or via US Mail to: Humanyze, 867 Boylston Street – Suite 500, Boston, MA 02116. We will send any notice of dispute to you at the contact information we have for you.
Format of Proceedings. The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.
Fees. If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, Humanyze will pay all other AAA and arbitrator’s fees and expenses.
Individual Basis; Jury Trial Waiver. To the fullest extent permitted by applicable law, you and Humanyze each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and Humanyze each waive any right to a jury trial. You and Humanyze expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
Limitation Period. In no event will any Claim or any other action or proceeding by you (including arbitration under this section) be instituted more than one (1) year after the cause of action arose. Enforcement. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.
Invalidity. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Humanyze each agree to the exclusive jurisdiction of the Federal and State courts located in Boston, Massachusetts, and you and Humanyze each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.
Opting Out. If you do not want to arbitrate disputes with Humanyze and you are an individual, you may opt out of this arbitration agreement by sending an email to ask@humanyze.com within thirty (30) days of the first date you access or use the Service.
Assignability. You may not assign this Agreement or any of your rights or obligations hereunder without our prior written consent. Humanyze may freely assign this Agreement. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
Entire Agreement. This Agreement set forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
Governing Law. This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions.
Modifications. We may modify this Agreement at any time. Modifications become effective immediately upon your first access to or use of the Platform after the “Last Revised” date at the top of this Agreement. If we make changes that are material, we may use reasonable efforts to attempt to notify you, including by email or placing a prominent notice on the Platform. Your continued access or use of the Platform or your Purchase of products from us after the modifications have become effective will be deemed your conclusive acceptance of the modified Agreement. If you do not agree with the modifications to the Agreement, then please do not access or use the Platform.
Notices; Consent to Electronic Notice. You consent to the use of electronic means to deliver any notices pursuant to this Agreement. Notices will be given: (a) by Platform via email (if you have provided us with your email address); (b) via the Platform; or (c) by you via email to ask@humanyze.com.
No Waiver. The failure or delay of Humanyze to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect Humanyze’s right to later enforce or exercise it, unless Humanyze issues an express written waiver signed by a duly authorized representative of each party.
Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law by a court of competent jurisdiction, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.
Contact Us. If you have any questions about this Agreement or the Service, please contact us at ask@humanyze.com or via US Mail at Humanyze, 867 Boylston Street – Suite 500, Boston, MA 02116.
