This is your Subscription Agreement with huumans inc in relation to the services you access.
Please read this agreement carefully as it constitutes a legally binding agreement and governs your use of the services.
This End User Subscription Agreement (the “Agreement”) is by and between Huumans Bookkeeping Inc., a corporation existing under the laws of Nova Scotia with its registered office at 63 Tacoma Drive, Dartmouth, NS B2W 3E7 (“huumans”, “we” or “us”) and the user that accepts this Agreement (the “Customer” or “you” or “your”). The effective date of this Agreement is when you accept or are deemed to accept this Agreement as discussed below (the “Effective Date”).
By completing payment for a subscription invoice, clicking on "Pay", checking an opt-in box, clicking on “I accept” or agreeing to this Agreement on any sign-up page, through any sign-up e-mail correspondence or otherwise accessing or using the Services, you acknowledge that you have read, understand and agree to be bound by and comply with the terms of this Agreement.
If you are using the Services on behalf of an entity, partnership, joint venture or other organization, then you represent that you: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement.
If you do not agree to the terms of this Agreement, then you are not permitted to use the Services. As Huumans provides a subscription service to which Customer intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows:
Definitions and Interpretations
The following terms shall have the meanings set forth below. Other defined terms shall have the meanings set forth where they are first defined.
“Affiliate” of a party shall mean and include any entity or association controlled by, controlling or under common control with such party and for the purposes of this definition, “control” shall mean: (i) the ownership of more than fifty percent (50%) of the voting shares of the subject entity or association; (ii) the right or power, directly or indirectly, to elect or remove directors; or (iii) the right or power to control management “Authorised Parties” means Customer or its authorised employees, representatives, contractors or agents. “Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, financial information, all information relating to Huumans’ or Customer’s businesses, services, products or pricing, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by Law. “Customer Data” means the electronic data or information submitted by Customer to Huumans in connection with the Service. “Customer Materials” means all data, reports, materials, information and know-how belonging to the Customer and includes, without limitation, any financial reports, statements or information prepared by Huumans for Customer using Customer Data in connection with the Services. “Fees” means fees payable by Customer for using the Services as provided in Schedule “A” attached hereto or otherwise on Huumans’ website at http://www.huumans.com “Huumans Materials” means all data, reports, materials, information and know-how collected by Huumans in connection with the delivery of the Services which is not Customer Materials and includes, without limitation, Customer Data which has been aggregated and scrubbed of identifying information and information and observations collected by Huumans in respect of Customer behaviour and patterns which have been anonymized for use by Huumans to create or improve automation, increase service level capacity and build efficiency. “Huumans System” means a cloud-based system operated by Huumans that allows Customer to access its account and receive the Services. "Infringement Claim" means any claim brought against Customer that Customer's use of any Services in accordance with this Agreement infringes any third party's Canadian or United States patent, copyright, trademark, or trade secret. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any provincial, country, territory or other jurisdiction. “Law” means any local, provincial, national and/or foreign law, treaties, and/or regulations applicable to a respective party. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs. “Services” means Huuman’s proprietary SaaS platform, add-ons and optional services and all other software platforms, data consolidation services and other data-related services (or components thereof) that are hosted by Huumans and further described in Section 2.1.
Paragraph headings shall not affect the interpretation of this Agreement.
Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
A reference to writing, unless specifically stated otherwise, includes e-mail and information sent by Huumans to Customer in writing using Huuman’s standard customer communication methods.
All dollar amounts referred to in this Agreement are in the lawful money of Canada.
Provision of Service
Description of Service
The Services consists of cloud-based financial tools and services which may include, depending on the tier Customer subscribes to, any of the services described in Schedule “A” attached hereto or otherwise on Huumans’ website at http://www.huumans.com which may include any of the following: (i) bookkeeping services, (ii) financial information storage and reporting, (iii) tax preparation services, (iv) payroll preparation and administration services and (v) the service of communicating information to, from and among third party servicers, as per Customer’s instructions.
The Services do not include nor will Huumans prepare or otherwise provide accounting or tax advice to Customers, generate any formal reporting on internally generated financial statements or provide any type of notice to reader, review or audit of financial statements. Huumans may recommend third party service providers for these services (for example, a third party or partner who works closely with Huumans) but for the avoidance of doubt, the services mentioned in this Section 2.1(a) do not comprise the Services and will not be provided by Huumans. Huumans provides bookkeeping services and is not a public accounting firm.
The Services are available to Customers in Canada (excluding Quebec) only. Customers must be a business, charitable organization or not-for-profit organization to use the Services. The Services are not available to individual consumers (unless operating a business as a sole proprietor). Any business that is illegal or operates in support of illegal activity is prohibited from using the Services.
Accessing the Services
The Services are accessed by Customer through e-mail correspondences and exchanges with Huumans. Each Customer will be assigned an Account Manager who will be primarily responsible for liaising between the Customer and Huumans and maintaining the relationship between the parties.
Customer must identify at least one (1) primary user (the “Primary User”) and provide such user’s contact information including their name, title / role within the Customer’s organization and e-mail address. Customer may add additional users (each an “Additional User”) to the e-mail correspondences with Huumans and by doing so represents that such Additional Users are Authorized Parties. Huumans will communicate primarily with the Primary User, however, in the event the Primary User cannot be reached, Huumans may communicate with any Additional User, if any.
During the Term, Huumans shall, subject to the payment of applicable Fees and compliance with the terms of this Agreement: (i) make the Service available to Customer in accordance with the terms of this Agreement; and (ii) not use Customer Data except: (a) to provide the Services, prevent or address technical problems; or (b) in accordance with Customer’s instructions.
Customer may enable access to the Services for use only by Authorised Parties solely for the internal business purposes of Customer and its Affiliates in accordance with the terms of this Agreement and not for the benefit of any third parties.
- have sole responsibility for the accuracy, appropriateness and completeness of all Customer Data and that Huumans will use the Customer Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of Customer Data;
- use reasonable endeavours to prevent unauthorised access to, or use of, the Services, and notify Huumans promptly of any such unauthorised access or use;
- agree to be bound by and comply with the terms and conditions of all third-party agreements, as further described in Section 3;
- provide access to Huumans to the necessary programs and software reasonably required by Huumans to deliver the Services including, without limitation, access to Customer’s cloud accountancy software or applications which is supported by Huumans;
- authorize Huumans to, on behalf of Customer, interact with and complete filings directly with the Canada Revenue Agency and does hereby authorize Huumans to do so as required in the performance of the Services;
- at all times act professionally and in a courteous manner when dealing with Huumans’ employees, agents, representatives and third parties; and
- promptly respond to all communications related to the Services.
Customer shall not:
- use the Service in violation of Laws or conduct or promote any illegal activities using the Services
- use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts);
- in connection with use of the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights;
- to the best of Customer’s knowledge, send or store Malicious Code in connection with use of the Service;
- interfere with or disrupt performance of the Service or the data contained therein;
- license, lease, rent, loan, distribute or otherwise transfer the Services to any third party;
- reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to determine the source code (or algorithms, structure or organization) of any software underlying the Services;
- use or copy any of the software underlying the Services; or
- attempt to gain access to the Service or its related systems or networks in a manner not set forth in this Agreement.
Compliance with Third Party Agreements
The Services are integrated with certain third party servicers (the “Third Party Servicers”). These Third Party Servicers allow Huumans to efficiently and effectively deliver the Services to you. For more information on these Third Party Servicers and to obtain copies of these Third Party Servicers terms and conditions which are applicable to you, contact the Chief Privacy Officer at email@example.com. By using the Services, you also hereby agree to be bound by the terms and conditions of these Third Party Servicers.
Fees Payment and Terms
Unless otherwise agreed, payment of any Fees is due from Customer to Huumans net thirty (30) days from the Effective Date. All payments shall be made by Customer unconditionally without any withholding, and without any setoff. Failure to pay any invoice within thirty (30) days when due may result in suspension of the Services or termination of this Agreement.
Fees for the Services do not include any applicable sales, use, excise, GST, HST, duties, fees, and other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales and use, stamp, storage, transfer, turnover, value-added taxes, or other similar taxes imposed or assessed by any governmental authority in connection with the execution of this Agreement or performance of or payment for any of the Services hereunder (collectively, "Sales Taxes"). If any Sales Taxes are applicable, they will be added to the applicable fees and the Customer is responsible for paying all such Sales Taxes. Furthermore, and notwithstanding any other provision in this Agreement, if any amount becomes payable by either party as a result of a breach, modification or termination of this Agreement and if Section 182 of Part IX of the Excise Tax Act (Canada) (or any corresponding provincial or territorial legislation) applies to the amount payable, then said amount payable shall be increased by an amount equal to the tax rate payable under Section 165 of Part IX of the Excise Tax Act (Canada) (or any corresponding provincial or territorial legislation), multiplied by the amount otherwise payable and the payor shall pay the increased amount.
Ownership and Reservation of Rights to Intellectual Property
Huumans expressly reserves all Intellectual Property Rights in the Services, Huumans System and all Huumans Materials. All right, title and interest in the Services, Huumans System and Huumans Materials, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with Huumans or its licensors. Huumans reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to Customer or consent of Customer. Certain of the names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services, are protected by Intellectual Property Rights Laws of Canada, and other jurisdictions.
Customer expressly reserves all Intellectual Property Rights in all Customer Materials. All right, title and interest in the Customer Materials, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with Customer.
Grant of Rights
Customer hereby grants to Huumans (for itself and its Affiliates) a non-exclusive, transferable right to use the Customer Materials during the Term for the purposes of delivering the Services to Customer. This may include using Customer Materials and Customer Data to generate reports, financial accounts, populate dashboards and other features of the Service.
Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents, so long as: (i) such person has, in connection with such disclosure, a need to know such Confidential Information, (ii) such person is made aware of the confidentiality provisions of this Agreement, and (iii) there is a non-disclosure agreement containing terms and conditions substantially similar to this Agreement in place with that person. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. Customer Data and Customer Materials shall, without limitation, be Customer Confidential Information and Huumans Materials shall, without limitation, be Huumans Confidential Information.
If the receiving party becomes required under Law to disclose any Confidential Information, it shall promptly notify the disclosing party, to the extent permitted by Law, to permit the disclosing party to seek a protective order or take other appropriate action, and at the cost and expense of the disclosing party shall assist in such activities. The notice to the disclosing party will include identification of the information to be disclosed and a copy of the disclosure requirement under Law. The receiving party shall only disclose that part of the Confidential Information as is required by Law to be disclosed and the receiving party shall use commercially reasonable efforts to obtain confidential treatment therefor.
Cybersecurity and Data Protection
Protection and Security
Customer Data and Consent
As between Huumans and Customer, Customer retains all rights, title and interest in and to its Customer Data. Except as expressly set forth in this Agreement, Huumans obtains no rights under this Agreement from Customer to any Customer Data.
Customer consents to Huumans’ use of Customer Data to provide the Services to Customer and to perform Huumans’ obligations under this Agreement. Customer further agrees that Huumans and its Affiliates may use information derived from Customer Data or generated by the Services to maintain, protect, create, develop, and improve the Services and other Huumans products and services, to the extent permitted by Law, and hereby expressly consents to such use.
Upon the termination of this Agreement, Customer shall be responsible for revoking all access privileges to any third party service providers Customer has granted access to Huumans. Any Customer Data stored by Huumans will be returned or if instructed by Customer in writing, deleted.
Where Customer Data includes data concerning third parties, Customer states that it has obtained the necessary consents for Huumans to collect, process, store such data hereunder from the relevant data subjects.
Customer also agrees and consents to Huumans sharing Customer Data with Third Party Servicers to the extent required to provide the Services and perform Huumans’ obligations under this Agreement.
Representations, Warranties and Disclaimers
Customer Representations & Warranties
Customer represents and warrants to Huumans that:
- Customer has as the legal authority to bind Customer to this Agreement and to perform hereunder and under each Third Party Servicer agreement to which Customer is a party.
- Customer has the legal capacity to enter into this Agreement and perform Customer obligations hereunder.
- Customer is a business, charitable organization or not-for-profit organization and shall use the Services for only business purposes and not for individual consumer purposes.
- Customer shall immediately advise Huumans of defects in the Services or any claim or threatened claim against Huumans.
- Customer’s use of the Services conforms to all Laws and the terms of this Agreement.
REGARDLESS OF CAUSE OR ACTION, HUUMANS SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, THAT: (1) THE SERVICES WILL OPERATE FREE FROM ERROR, INTERRUPTION, OR DISRUPTION, INCLUDING DUE TO CYBER-ATTACKS, MALICIOUS OR OTHERWISE, OR FROM INTERRUPTIONS IN INTERNET CONNECTIVITY (INCLUDING DELAYS OR PACKET LOSS); OR: (2) ALL ERRORS WILL BE CORRECTED. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED FOR REAL-TIME CONTROL OR MONITORING DUE TO THE POSSIBILITY OF INTERRUPTIONS IN SERVICE OR CONNECTIVITY. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING INFORMATION, REPORTS, FINANCIAL ACCOUNTS, ETC. GENERATED BY THE SERVICES.
HUUMANS MAKES NO WARRANTIES, CONDITIONS, OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY AND HUUMANS EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, AND FITNESS FOR A PARTICULAR PURPOSE.
HUUMANS MAY PROVIDE CUSTOMER WITH CERTAIN INFORMATION AS PART OF THE SERVICES. SUCH INFORMATION IS NOT INTENDED TO CONSTITUTE SPECIFIC LEGAL, TAX, ACCOUNTING OR OTHER PROFESSIONAL ADVICE, AND MAY NOT REFLECT RECENT DEVELOPMENTS IN THE LAW, MAY NOT BE COMPLETE, AND MAY NOT BE ACCURATE IN OR APPLICABLE TO CUSTOMER’S PARTICULAR CIRCUMSTANCES. AS SUCH, CUSTOMER AGREES NOT TO ACT BASED ON ANY INFORMATION PROVIDED BY HUUMANS BEFORE OBTAINING ADVICE FROM PROFESSIONAL COUNSEL QUALIFIED IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION.
Huumans will use commercial best efforts to ensure that the Services are available and provided in accordance with the service levels described in the specific plan you have subscribed for. Customer acknowledges that service levels may fluctuate over time and may be impacted by Internet connectivity issues, Force Majeure Events (as such term is defined in Section 13(i)), failure, interruption, outage or other problems with any software, hardware, system, network or facility not provided by Huumans, including any Third Party Servicers and scheduled downtime and maintenance. Huumans will do its best to keep Customer up to date with any service disruptions.
Huumans shall, at Huumans’ expense, defend or, at Huumans’ option, settle any Infringement Claim, and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by Huumans on Customer's behalf. As a condition of Huumans’ obligation, Customer must notify Huumans promptly of any Infringement Claim, tender to Huumans sole control and authority over the defense or settlement of such claim, and reasonably cooperate with Huumans, at Huumans’ expense, and provide Huumans with available information in the investigation and defense of such claim. Any effort by Customer to settle an Infringement Claim without Huumans’ involvement and written approval shall void any indemnification obligation hereunder. If use of any Services becomes, or in Huumans’ opinion is likely to become, enjoined or subject to a valid claim of infringement, Huumans may, at Huumans’ option, (i) procure, at no cost to Customer, the right to use such Services, or (ii) modify the Services or provide a substitute that is non-infringing. If the foregoing are not commercially reasonable, Huumans may terminate Customer's subscription to any affected Services and refund the terminated and unexpired portion of the prepaid Services subscription fees. Huumans shall have no obligation or liability under this Section for any Infringement Claim to the extent caused by: (a) a modification to any Services not provided or performed by Huumans or its Affiliates, (b) Customer Data and Customer designs and specifications, (c) the combination of the Services with hardware, software, content, or services not provided by Huumans, (d) use of infringing Services after Huumans has made available a non-infringing alternative, or (e) use of the Services beyond the scope authorized by this Agreement or contrary to the terms of this Agreement. Regardless of cause or action, this Section states Huumans’ sole obligation and exclusive liability, and Customer's sole remedy, for any third party claims of infringement of any intellectual or proprietary right.
Customer shall defend and indemnify the Huumans and its Affiliates and their respective officers, directors, employees, invitees, agents, and consultants from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) Customer's use of the Services, other than an Infringement Claim; (b) any matter for which Customer is responsible pursuant to Section 2.4; (c) the legal status of Customer Data or the combination of Customer Data with other applications, content, or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Customer Data or by the use, development, design, production, advertising, or marketing of Customer Data; (d) a breach of Section 6 by Customer, (e) personal injury and/or property damage alleged to be caused by Customer’s use of the Services, (f) any breach of the terms of this Agreement or (g) any violation of any Laws.
Limitation of Liability
IN NO EVENT WILL HUUMANS BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL HUUMANS’ SUPPLIERS OR THIRD PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
IN NO EVENT SHALL HUUMANS BE LIABLE TO CUSTOMER FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL HUUMANS BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
TO THE EXTENT THAT HUMMANS MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF HUUMANS’ LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Term and Termination
The term of this Agreement will commence on the Effective Date and continue until terminated in accordance with the terms hereof. Each license or subscription for the Services hereunder having a fixed and limited initial term shall be renewed automatically for successive one year renewal terms, unless a party provides the other party with notice of its intent to not renew at least ninety (90) days prior to the end of the initial or successive term.
A party may terminate this Agreement without cause or for convenience upon thirty (30) days prior notice to the other party.
Either party may terminate this Agreement for a material breach by the other party, which breach is not cured within thirty (30) days of notice provided to the breaching party, or which breach is incapable of being cured.
A party may terminate this Agreement upon notice to the other party if the other party becomes bankrupt, insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, or is the subject of a proceeding under bankruptcy or insolvency Law that is not dismissed within thirty (30) days of the filing date thereof.
Huumans may suspend the Services or terminate this Agreement if Customer does not pay the Fees and such default is not remedied within thirty (30) days or if Customer has any invoices which are in arrears.
Huumans may suspend the Services or terminate this Agreement if Customer does not respond to Huumans’ correspondences within thirty (30) days of receipt of such correspondence.
The expiration or termination of this Agreement shall terminate the licenses granted and services provided thereunder, except as otherwise agreed in writing. Upon any termination or expiration of this Agreement, Section 1 (Definitions & Interpretation), Section 4 (Fees & Payment Terms), Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 9 (Indemnifications), Section 11 (Limitation Of Liability), Section 12 (Term & Termination) and Section 13 (General) shall survive.
Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by electronic means of communication addressed to the Huumans account manager, in the case of any notice to Huumans, and to the primary account holder(s) in the case of any notice to Customer. using the e-mail addresses provided during sign-up. Any demand, notice or other communication given by personal delivery shall be conclusively deemed to have been given on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day.
Nothing contained in this Agreement shall be deemed to constitute either party as the partner, agent or legal representative of the other party or to create any joint venture or fiduciary relationship for any purpose whatsoever. Customer intends that Huumans.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein.
Customer may assign, delegate or novate this Agreement, in full or in part, including through change of ownership, only with the prior written consent of Huumans, which consent shall not be unreasonably delayed or withheld. Huumans shall be deemed to be acting reasonably in withholding its consent if the assignee/delegate/novate lacks adequate financial capability to perform Customer's obligations hereunder or is a competitor or potential competitor of Huumans or its Affiliates, or if such assignment/delegation or novation causes Huumans to be in breach of any Law. Any assignment, delegation or novation in violation of the above shall be void and without effect.
The failure of a party to enforce any provision of this Agreement shall not constitute a present or future waiver of such provision or limit a party's right to enforce such provision at a later time. All waivers must be in writing and signed by the party issuing the waiver.
This Agreement constitutes the entire agreement between the parties with respect to subject matter hereof and supersedes all prior agreements, covenants, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. Neither of the parties shall be bound or charged with any oral or written agreements, covenants, representations, warranties, statements, promises, information, arrangements or understandings with respect to the subject matter hereof not specifically set forth in this Agreement.
If any section of this Agreement is or becomes illegal, invalid or unenforceable under any Law, the illegality, invalidity or unenforceability of that section shall not affect the legality, validity or enforceability of the remaining terms of this Agreement, or the legality, validity, or enforceability of that term under any Law.
If any dispute arises in connection with this Agreement or the Services, the parties will attempt to settle such dispute by good faith negotiations. In the event such dispute is not settled by negotiation within thirty (30) days of notice of the dispute, Customer agrees that the dispute will be resolved by binding arbitration, and BY ACCEPTING THIS AGREEMENT, CUSTOMER AND HUUMANS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. CUSTOMER AGREES TO GIVE UP CUSTOMER RIGHT TO GO TO COURT to assert or defend Customer rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a single ARBITRATOR and NOT a judge or jury. All disputes will be submitted to a single arbitrator to be conducted in English in Dartmouth, Nova Scotia pursuant to the Arbitration Act (Nova Scotia). The arbitrator will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.
Neither party shall be liable to the other party, nor be deemed to have defaulted under this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement due to circumstances beyond that party’s reasonable control (“Force Majeure Event”). Either party may terminate this Agreement if a Force Majeure Event continues uninterrupted for a period of sixty (60) days or more. Notwithstanding the foregoing, a Force Majeure Event shall not delay, suspend or relieve a party of its payment obligations under this Agreement.
Huumans may, with the prior consent of Customer and Customer’s name and logo on Huumans’ customer list and marketing materials, including, without limitation, the Huumans’ website.
You acknowledge that Huumans is entitled to invest Float Funds; funds held by huumans in a Float Deposit Account on behalf of clients that were collected and held prior to transmission to a final entity or organization, in accordance with the investment guidelines established from time to time by huumans, and that huumans, in its own capacity and not as trustee, is entitled as the income beneficiary to all income and gains derived or realized from such investments and is not accountable to you, your employees, or any other person for such income or gains. ALL AMOUNTS EARNED ON SUCH FLOAT FUNDS WHILE HELD BY HUUMANS WILL BE FOR THE SOLE ACCOUNT OF HUUMANS. huumans is entitled to pledge such investments for borrowings to facilitate the payment, rather than converting the investments into cash.
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