These terms of service, together with any amendments, order forms, and any additional agreements you enter into with Helmeton inc. (“FirstHR”, “we” or “our”) in connection with the service (collectively, “Terms”), govern your access to and use of our FirstHR Platform (“Service” or “Platform”) or using any portion of the FirstHR Site (“Site”). The terms apply to you if you hold an account with us, if you purchase the service, or if you otherwise use the service. These Terms that follow are agreements (the “Agreements”) between you and Helmeton Inc. By using the Site, you accept and agree to be legally bound by the Agreements, whether or not you are a registered user. Please read them carefully before using the service.
By accessing, using, and/or ordering the service, you warrant that you are authorized to do so, and agree to be bound by these terms. If you are using the service on behalf of an organization or legal entity (“Organization”), then you are agreeing to these terms on behalf of that organization, and you represent and warrant that you have the authority to bind that organization to these terms. In that case, “Customer”, “you” and “your” refers to you and that organization. Customers are responsible for paying any fees that apply to the use of the Service unless a fee is stated as being payable by individual Users (defined below).
A “User” is an individual who accesses the Service whether on behalf of a Customer or on their own behalf and includes Customer’s employees, visitors to the Site, employers, administrators, employees, or former employees who continue to access the Service after leaving the employer that provided them with a FirstHR Account and third party contractors working for Customers. If you are a User, then “User” or “you” means you, you must accept these Terms and all Terms apply to you except those that state that they apply to Customers.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Service through any online provisioning, registration, or order process or (b) the effective date of the first Order. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
The “Order Form” of this Agreement means the ordering document(s) executed by the Parties that represents the purchase of Customer’s Subscription and certain Services.
FirstHR grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Sites in accordance with these Terms of Use.
All program software, text, artwork, graphs, charts, reports, computer code etc. (collectively, the “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Sites is destined to your personal, non-commercial use. The Content published on these Sites may be reproduced, distributed, or incorporated into any information retrieval system, electronic or mechanical in unmodified form for personal non-commercial use only. The use of press releases and other documents classified as public is permitted in public communications if the source of the information has been stated.
You may not change the Content of the Sites, do not copy, reproduce, create derived works, or save the Content; you cannot make a demonstration, publish or spread another way any Content with a commercial purpose. In addition, you may not place any part of the Content at net forums, conferences, or third-party Sites and inscribe it in the mailing list without direct preliminary written consent of FirstHR. In any case, when you need FirstHR consent you may write to FirstHR Support.
The Service is offered on a software-as-a-service subscription basis subject to the Terms. FirstHR retains all rights to the Service. We may change the Service in our sole discretion from time to time as we refine it and add more or other features. We may also stop, suspend, or modify the Service at any time without prior notice to you, in any circumstances we reasonably determine to be necessary, including but not limited (i) to perform essential repairs/maintenance to the Service; (ii) where your use of the Service is in breach of your obligations under this agreement; (iii) where payment of the fees for the Service are not paid in a timely manner. We also may impose limitations on bandwidth usage for the Service as we, in our sole discretion, determine to be appropriate.
You acknowledge and agree that the Service operates on, or with, or using application programming interfaces (“APIs”) and/or other services operated or provided by third parties (“Third Party Services”). FirstHR is not responsible for the operation of any Third Party Services, nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any applicable terms or conditions thereof. FirstHR does not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and Third Party Services is solely between you and that third party and is governed by such third party’s terms and conditions.
Accessing the FirstHR Platform: You may need to create a FirstHR Account with us to access some of the subscriptions, services, content, benefits, or offers available from the FirstHR Platform. Customers who have created a FirstHR Account may grant Users permission to create their own accounts using the FirstHR Platform functionality.
User Accounts: If you are a User who has been granted access to a FirstHR Account you must comply with these Terms.
Protect your login information: You must keep your username and password secure and not let anyone access your FirstHR Account. You must notify us of any actual or suspected unauthorized use of your FirstHR Account or if you suspect someone has access to your login credentials. You are responsible for all actions and losses arising from the use of your FirstHR Account as a result of your failure to keep your information secure and confidential.
Responsibility of Customers: Customers are responsible for all actions and losses arising from the Customer’s FirstHR Account and any FirstHR Accounts it has granted to Users.
Copyright
All materials displayed or performed on or accessible through the Site and the Services, including any text, images, and other materials contained or displayed on any FirstHR publication, product, service, report, or e-mail are proprietary to FirstHR, except where otherwise noted and excluding your data, constitute the valuable intellectual property of FirstHR, protected by applicable patent, copyright, and trade secret laws and by international treaty provisions. No material from any part of the Site and the Services or any FirstHR publication, product, service, report, e-mail or any third-party website linked to and from the Site may be downloaded, transmitted, broadcasted, transferred, assigned, reproduced, stored in a retrieval system, or in any other way used or otherwise disseminated in any form to any person or entity, without the explicit prior written consent of FirstHR. All unauthorized reproduction or other use of material from FirstHR or the Site and the Services shall be deemed wilful infringement(s) of FirstHR’s copyright and other proprietary and intellectual property rights. You acknowledge and agree that you will not use the Site or any materials accessible through the Site in any manner that violates or misappropriates or could result in a violation or misappropriation of intellectual property rights of FirstHR, including, without limitation, copyrights, trademarks, trade secrets and/or patent rights. Under no circumstances shall you assert or contest any ownership rights in and to FirstHR’s intellectual property in any action or proceeding of whatever kind or nature, nor shall you take any action that may prejudice, render generic, weaken, or diminish the goodwill associated with FirstHR’s intellectual property rights. FirstHR expressly reserves all rights in connection with its intellectual property, including without limitation the right to block the transfer of its products and services and/or to track usage thereof, through electronic tracking technology, and all other lawful means, now known or hereafter devised. FirstHR reserves the right, without further notice, to pursue to the fullest extent permitted by law any and all criminal and civil remedies for the violations of its rights. Additionally, the Site may contain third-party proprietary information and/or Trademarks (as defined below), which shall be subject to their respective owners’ terms of use.
Trademark
The trademarks, trade names, domain names, logos, service marks, slogans, and other indicia of origin (collectively the “Trademarks”) displayed on the Site are registered and/or unregistered Trademarks of either FirstHR and/or its affiliates and/or its partners and/or third parties. Nothing contained on the Site should be construed as granting by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the explicit written consent of FirstHR or its respective owner. Misuse of any Trademarks, or any other content, displayed on the Site, is prohibited. FirstHR reserves the right, without further notice, to pursue to the fullest extent permitted by law any and all criminal and civil remedies for the violations of its rights.
Restrictions
Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Service to a third party, (b) use the Service on behalf of, or to provide any product or service to, third parties, (c) use the Service to develop a similar or competing product or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Service, except to the extent expressly permitted by Law (and then only with prior notice to FirstHR), (e) modify or create derivative works of the Service or copy any element of the Service, (f) remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service, (g) publish benchmarks or performance information about the Service, (h) interfere with the Service’s operation, circumvent its access restrictions or conduct any security or vulnerability test of the Service, (i) transmit any viruses or other harmful materials to the Service, (j) allow Users to share User seats, (k) engage in any fraudulent, misleading, illegal or unethical activities related to the Service or (l) use the Service to store or transmit material which contains illegal content.
The Site or third parties may provide links to other World Wide Web sites or resources. Because FirstHR has no control over such sites and resources, you acknowledge and agree that FirstHR is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that FirstHR shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
“Confidential Information” means all information and materials obtained by a party (the “Recipient”) from the other party (the “Disclosing Party”), whether in tangible form, written or oral, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation any information about the business practices of either party and the Terms. Confidential Information does not include information that (a) is already known to the Recipient prior to its disclosure by the Disclosing Party; (b) is or becomes generally known through no wrongful act of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; or (d) is received from a third party without restriction and without a breach of an obligation of confidentiality. The Recipient shall not use or disclose any Confidential Information without the Disclosing Party’s prior written permission, except as necessary for the provision or use of the Service. The Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information, but using not less than a reasonable degree of care. The Recipient may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order, provided that the Recipient provides prior notice of such disclosure to the Disclosing Party unless such notice is prohibited by law, rule, regulation or court order.
These confidentiality obligations shall remain in effect for so long as the Confidential Information of the Disclosing Party is retained.
The information you provide through the Site may be stored in the United States of America, or in any other country where Helmeton inc. stores information. By registering with the Site, you consent to transfer information to the United States of America or any other country where Helmeton inc. stores information. Please be aware that these locations may have different data protection laws than your own jurisdiction.
We are committed to ensuring that the information you provide is secure, and as such, we use commercially reasonable endeavors to keep Personal Information collected through the Site secure. Such endeavors include requesting your username and password to verify your identity before you are granted access to your account. However, we cannot guarantee the security of the Personal Information that you choose to provide to the Site, or that your Personal Information on the Site will not be accessed, disclosed, altered, or destroyed. Maintaining the secrecy of your login information is your responsibility, please help us by not disclosing this information to third parties and by ensuring you are comfortable with the Privacy Settings on your account.
Fees; Payment
Customer shall pay FirstHR all fees set forth in the Agreement in full without any reduction for any offset, withholding, or other claims (except with respect to charges then under reasonable and good faith dispute as evidenced in a writing promptly sent by Customer to FirstHR prior to the payment due date). Until paid in full, all past due fees not subject to a good faith dispute will bear an additional charge of the lesser of eight-tenths of one percent (0.8%) per month or the maximum amount permitted under applicable law. The first invoice shall be issued on the Start Date. Subscription fees cannot be decreased during the term of an Order Form.
Payments are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
You acknowledge and agree that any credit card and related billing and payment information that You provide to FirstHR may be shared by FirstHR with companies who work on FirstHR’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to FirstHR and servicing Your account.
Taxes
All fees stated in or in relation to this Agreement are exclusive of any applicable value-added taxes, use, sales, and other taxes imposed by all local, state, federal, or foreign authorities, which are added to the fees and paid by Customer, except for taxes on FirstHR’ income, employees, or similar taxes.
If Customer receives access to the Service or Service features on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by FirstHR (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that FirstHR may never release, and their features and performance information are FirstHR’s Confidential Information. Notwithstanding anything else in this Agreement, FirstHR provides Trials and Betas “AS IS” with no warrant.
Termination
Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach. Where payment of undisputed fees is late for more than sixty (60) days after the due date of the undisputed invoice, FirstHR reserves the right to suspend the Services and/or to terminate this Agreement by giving Customer seven days prior written notice (email being sufficient).
Effect of Termination
Upon termination or expiration of this Agreement for any reason: (i) FirstHR will terminate Customer’s access to the FirstHR Applications and will cease providing any Services, and (ii) all fees owed by Customer will become immediately due and payable unless such termination is: (y) due to an uncured material breach of the Agreement by FirstHR in accordance with Termination section, in which case FirstHR shall promptly issue Customer a prorated refund for any pre-paid Subscription fees for the remaining number of months left in the Term following the effective date of termination, in which case FirstHR shall promptly issue Customer a prorated refund for any pre-paid Subscription fees for the remaining number of months left in the Term following the effective date of termination.
You expressly understand and agree that FirstHR, its subsidiaries and affiliates, and its licensors shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages which you may incur, however, caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss (whether or not FirstHR has been advised of or should have been aware of the possibility of any such losses arising).
Except as expressly, the Service, Support, Technical Services, and all related FirstHR services are provided “AS IS”. FirstHR and its suppliers make no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. FirstHR does not warrant that Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet Customer’s requirements, operate in combination with third-party services used by Customer, or maintain Customer Content without loss. FirstHR is not liable for delays, failures, or problems inherent in using the Internet and electronic communications or other systems outside FirstHR’s control. Customers may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
The above disclaimer applies to any damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
You agree to hold harmless and indemnify FirstHR, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers, or partners (collectively ” FirstHR and Partners”) from and against any third-party claim arising from or in any way related to (a) Your breach of the Terms, (b) Your use of the Service, (c) Your violation of applicable laws, rules or regulations in connection with the Service, or (d) Your Customer Source Code, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys’ fees, of every kind and nature. FirstHR will provide You with written notice of such claim, suit, or action in such a case.
FirstHR may modify this Agreement (which may include changes to Service pricing and plans) from time to time by giving notice to Customer by email or through the Service. Unless a shorter period is specified by FirstHR (e.g., due to changes in the Law or exigent circumstances), modifications become effective upon renewal of Customer’s current Subscription Term or entry into a new Order. If FirstHR specifies that the modifications to the Agreement will take effect prior to Customer’s next renewal or Order and Customer notifies FirstHR of its objection to the modifications within 30 days after the date of such notice, FirstHR (at its option and as Customer’s exclusive remedy) will either: (a) permit Customer to continue under the existing version of this Agreement until the expiration of the then-current Subscription Term (after which time the modified Agreement will go into effect) or (b) allow Customer to terminate this Agreement and receive a refund of any pre-paid Service fees allocable to the terminated portion of the applicable Subscription Term. Customer may be required to click to accept or otherwise agree to the modified Agreement in order to continue using the Service, and, in any event, continued use of the Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
This Agreement is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In this Agreement, headings are for convenience only, and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
The Service is not intended for, and may not be used by, anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.
Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, FirstHR may include Customer and its trademarks in FirstHR’s customer lists and promotional materials but will cease this use at Customer’s written request.
Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.
This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.