HumanQ, Inc. (“HumanQ”, “we”, “our”, or “us”) provides the online platform located at http://app.humanq.com, including all of its webpages and subpages, and may provide software that may be downloaded to your smartphone or tablet to access services (“Mobile Application”), through which we offer subscriptions to access career development and leadership coaching sessions (the “Platform”), as well as and our other resources and materials to Platform users like you (collectively, the “Coaching Content”). These Terms of Service (these “Terms”) are a legal agreement between you and HumanQ governing your access to and use of the Platform. For information regarding how HumanQ uses your information, please see our Privacy Policy.
BY CREATING AN ACCOUNT, VIEWING COACHING CONTENT, OR OTHERWISE USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM, AS THESE TERMS AFFECT YOUR LEGAL RIGHTS AND INCLUDE A CLASS ACTION WAIVER. SEE SUBSECTION 14.4 BELOW FOR MORE INFORMATION.
You represent and certify that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdictions. To register an Account with HumanQ, you must be 18 years or over. Any use or access to the Platform by individuals under the age of 18 (or equivalent minimum age in the jurisdiction where you reside) is strictly prohibited and is a violation of these Terms.
Subject to these Terms, HumanQ grants you a personal, limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access the Platform and view and use the Coaching Content solely for non-commercial purposes.
Neither the Platform nor any of the Coaching Content provides any financial, legal, medical or psychological services or advice. The Platform and Coaching Content are not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, financial advisor, or medical professional. There is no doctor-patient or attorney-client relationship created in connection with use of the Platform.
You may be required to create a HumanQ user account (your “Account”) in order to access and use the Platform. To do so, you must provide an email address and a valid payment method. You may log into your Account to use the Platform using a unique username and password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You are solely responsible for any activities or actions taken under your Account, whether or not you have authorized such activities or actions. You agree that the information that you provide to HumanQ about yourself upon registration of your Account, and at all other times, will be correct, current, and complete, and you further agree that you will maintain and promptly update such information to ensure that it remains correct, current, and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. HumanQ reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify HumanQ immediately at . HumanQ is not liable for any loss or damage arising from your failure to comply with the above requirements.
You expressly agree that you are solely responsible for any and all acts and omissions that occur through your use of the Platform, and you agree not to engage in any unacceptable uses of the Platform. In connection with your access to or use of the Platform, you shall not:
(a) share your Account information with another person or otherwise permit another person to access the Platform through your Account;
(b) impersonate any person or entity, including, but not limited to, HumanQ personnel, or falsely state or otherwise misrepresent your affiliation with any person or entity;
(c) act in a manner that negatively affects the ability of other users to make use of the Coaching Content, or access or use the Platform;
(d) take any action that imposes an unreasonable or disproportionately heavy load on the Platform or its infrastructure;
(e) interfere with or disrupt the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
(f) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Platform or substantially download, reproduce or archive any portion of the Platform;
(g) access the Platform or Coaching Content in order to build a similar or competitive service;
(h) sell, share, transfer, trade, loan or exploit for any commercial purpose any portion of the Platform or Coaching Content, including, but not limited to, your Account and password; or
(i) violate any applicable local, state, provincial, federal or international law or regulation.
You acknowledge and agree that the availability of a Mobile Application is dependent on the third-party websites from which you download mobile applications, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). You acknowledge that these Terms are between you and soona, and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
5.1. Subscriptions. For a recurring fee, you may view and use the Coaching Content on our Platform an unlimited number of times during the subscription period for which you have paid. Your access to the Platform and Coaching Content will be based on your subscription level. To purchase a subscription to the Platform, you must provide a valid payment method. We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If we provide you access to any Content on a free basis, such access will be deemed a “purchase” for the purpose of this Agreement. HumanQ may change its subscription models and pricing at any time. We will provide you with notice of such changes.
5.2. Billing and Payment. HumanQ will bill your designated payment method for all fees. You will provide HumanQ with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information. If such information is false or fraudulent, HumanQ reserves the right to terminate your use of, or access to, the Platform in addition to seeking any other legal remedies. HumanQ is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by HumanQ. Each charge will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. All fees will be paid in S. dollars and are due as set forth on the Platform. Except in case of your termination of your subscription due to HumanQ’s breach of these Terms, all fees payable for your subscription are non-cancellable and non-refundable.
5.3. Discounts. HumanQ may, from time to time, offer discounted subscriptions (including introductory pricing). If we provide a discount for the first subscription period, you must pay the discounted fee for that subscription period; in any renewal, you must pay the then-current fee for the renewal subscription term.
5.4. Automatic Renewal. To the extent permitted by applicable law, subscriptions automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. To pause or cancel a subscription, visit your Account settings. Your changes will be applied to your next subscription period. Prior to your annual subscription renewing, you will receive an email to the email address associated with your Account informing you of the date that your subscription will be renewing. For monthly subscribers, you will receive an e-mail if your monthly subscription is renewing for a 12th month, and thereafter on an annual basis.
By signing up for a subscription, you acknowledge that your purchase of the subscription:
(a) Is subject to automatic renewal;
(b) Will continue until you cancel the subscription; and
(c) Is subject to automatic charges on your method of payment.
You may cancel your subscription at any time by going to the “Settings” page, selecting the “Subscription” tab, and selecting “Change or Cancel.” Alternatively, you may email help@HumanQ.com to cancel your subscription.
6.1. Third-Party Sites. The Platform may contain links to other websites operated by third parties (“Third-Party Sites”). Such Third-Party Sites are not under our control. HumanQ provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Sites. Your use of these Third-Party Sites may be subject to separate terms and conditions and is at your own risk.
6.2. Advertisers and Marketers. Your dealings with advertisers and other third parties who market, sell, buy, or offer to sell or buy any goods or services on the Platform, including payment for or delivery of such goods or services and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that HumanQ shall not be liable for any damage or loss of any kind incurred as a result of any such dealings.
HumanQ reserves the right to suspend or terminate your Account and your access to and use of the Platform, at any time, without notice. HumanQ reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. You agree that HumanQ shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform.
8.1. Rights in the Platform. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Platform and all Coaching Content are owned by HumanQ and our affiliates, licensors, and vendors. Your access to or use of the Platform does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. HumanQ and our affiliates and licensors and vendors reserve all rights not granted in these Terms.
8.2. Rights and Licenses to the Coaching Content. We may allow you to “download” Coaching Content to watch or listen to offline, but you are not permitted to save that Coaching Content anywhere outside of the Platform. You may not copy, duplicate, distribute, modify, publicly display, download, republish, store, send, or create derivate works from any material on the Platform, including without limitation any Coaching Content, without HumanQ’s written consent. You must have a license from us before you can post or redistribute any portion of the Platform.
8.3. Rights and Licenses to the Platform. HumanQ retains full and complete title to all Coaching Content, including any downloadable software and all data that accompanies it. You may not modify the Platform, create derivative works of the Platform, or reverse engineer, reverse compile, reverse assemble or do any other operation with the Platform that would reveal any source code, trade secrets, know-how or other proprietary information. Nothing in these Terms shall be construed or interpreted as granting or providing rights to you to use, reproduce, modify, distribute, perform, display, possess or control the source code or any other aspect of the Platform. You may not remove or modify any notice of confidentiality, trade secret, trademark or copyright encoded, embodied, or displayed in connection the Platform.
8.4. Termination of Rights and Licenses. You may use the Platform only during your subscription and while these Terms remain in effect. Under no circumstances shall you have any rights of any kind in or to the Platform after any termination or expiration of your agreement to these Terms for any reason.
9.1. User Content License. The Platform may offer forums, blogs, comments areas, bulletin boards and chat rooms (collectively, “Forums”). We do not endorse the accuracy or reliability of any advice, opinions, statements, or information posted on these Forums. By using the Forums, you grant us: (a) permission to access your Account and those messages, data, information, text, graphics, audio, video, photographs or other material (“User Content”) posted, uploaded, or transmitted to or through the Platform using your Account, (b) a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable right and license, with the right to sublicense through multiple levels of sublicensees, under all of your intellectual property rights in the User Content, to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the User Content in any medium or format, whether now known or hereafter discovered, and to exercise any and all other present or future rights in the User Content.
9.2. User Content Restrictions. You agree that you will not distribute any User Content on any Forums that: (a) is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; is bigoted, hateful, or racially or otherwise offensive; is violent, vulgar, obscene, pornographic or otherwise sexually explicit; or otherwise harms or can reasonably be expected to harm any person or entity; (b) is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity; (c) infringes or violates any right of a third party including any copyright, patent, trademark, trade secret or other proprietary or contractual rights, right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity, or any confidentiality obligation; (d) is commercial, business-related or advertises or offers to sell any products, services or otherwise (whether or not for profit), or solicits others (including solicitations for contributions or donations); (e) contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Platform or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Platform; (f) does not generally pertain to the designated topic or theme of the Platform; (g) violates any specific restrictions applicable to a public forum, including its age restrictions and procedures; or (h) is antisocial, disruptive, or destructive, including “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
THE PLATFORM AND COACHING CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND. HUMANQ EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION GIVEN BY HUMANQ, ITS EMPLOYEES, OR AFFILIATES SHALL CREATE A WARRANTY.
HUMANQ MAKES NO WARRANTY THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT THE PLATFORM OR COACHING CONTENT WILL BE AVAILABLE, OR THAT DATA WILL BE SECURE FROM UNAUTHORIZED ACCESS.
HUMANQ MAKES NO REPRESENTATIONS CONCERNING ANY USER CONTENT CONTAINED IN OR ACCESSED THROUGH THE PLATFORM, AND HUMANQ WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE PLATFORM.
FURTHER, HUMANQ MAKES NO GUARANTEE AS TO ANY RESULTS YOU MAY OBTAIN IN CONNECTION WITH YOUR USE OF THE PLATFORM AND COACHING CONTENT, INCLUDING AS TO CAREER GROWTH AND EARNINGS.
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL HUMANQ BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF HUMANQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OR THE INABILITY TO USE THE PLATFORM, FROM ANY CHANGES TO THE PLATFORM, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS; OR (B) DAMAGES IN EXCESS OF THE TOTAL AMOUNTS PAID BY YOU TO HUMANQ IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
YOU SPECIFICALLY ACKNOWLEDGE THAT DOWN-TIME AND COMPUTER VIRUSES ARE RISKS INHERENT IN THE USE OF THE INTERNET AND SOFTWARE PRODUCTS, AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY HARM OR DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER RESULTING FROM THESE POSSIBLE HARMS.
IF YOU ARE DISSATISFIED WITH THE PLATFORM OR WITH ANY OF THESE TERMS, OR FEEL HUMANQ HAS BREACHED THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM. THE TOTAL LIABILITY OF HUMANQ TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR USE OF PLATFORM SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PLATFORM DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IT IS THE INTENTION OF YOU AND HUMANQ THAT THIS PROVISION BE CONSTRUED BY A COURT AS BEING THE BROADEST LIMITATION OF LIABILITY CONSISTENT WITH APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS AND IN PARTICULAR WITHIN THIS SECTION 11 SHALL ATTEMPT TO EXCLUDE LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You shall indemnify, defend, and hold HumanQ and its affiliates, and each of their officers, directors, employees, agents, partners, and licensors harmless from and against any claim, demand, loss, damage, cost, liability and expense, including, but not limited to, reasonable attorneys’ fees, resulting from or arising out of your: (a) violation of these Terms or any law or regulation; (b) violation of any applicable law or regulation; (c) violation of any rights of another party; or (d) your User Content. HumanQ reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify HumanQ and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without HumanQ’s prior written consent. HumanQ will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
13.1. Claims of Copyright Infringement. HumanQ has adopted and implemented a policy that provides for the termination, in appropriate circumstances as determined by us in our sole discretion, of users who are infringers of copyright. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement must be sent to the service provider’s designated agent. Notification must be submitted to the following:
Service Provider: HumanQ, Inc.
Name: HumanQ Representative
Full Address: 2021 Fillmore St #145
San Francisco, CA 94115
Email: info@humanq.com
13.2. Notice of Infringement. To be effective, the notification must be a written communication that includes the following:
a. A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
d. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
e. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
13.3. Takedown Notices. We may give you notice that we have removed or disabled access to certain material by means of a general notice on our Platform, email to the email address associated with your Account, or by written communication sent by first-class mail to your physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:
a. Your physical or electronic signature;
b. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
c. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
d. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a S. federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which HumanQ may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
14.1. Modification:HumanQ may modify these Terms 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 these Terms. Your continued access to or use of the Platform after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Platform.
14.2. Restricted Users. You may not create an Account if you are a member of a terror or hate group. You may not purchase any goods or services from us if you reside in a country subject to a comprehensive U.S. sanctions program or are a Specifically Designated National (SDN) as designated by the U.S. Department of the Treasury.
14.3. Governing Law. These Terms shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction.
14.4. Dispute Resolution. If you believe that HumanQ has not adhered to these Terms, please contact us by e-mail at help@HumanQ.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
a. If you and HumanQ are unable to reach a resolution to the dispute, you and HumanQ will settle the dispute exclusively under the rules of JAMS (www.jamsadr.org) at its San Francisco, CA office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND HUMANQ AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN HUMANQ AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND HUMANQ ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
b. Further, unless both you and HumanQ otherwise agree in writing, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred.
c. Notwithstanding the foregoing, HumanQ may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
d. If you are subject to any state or federal law requiring that the laws of a different jurisdiction apply or that prohibit dispute resolution in the manner required in this Section, then this Section shall be deemed revised to conform with such laws.
14.5. Compliance with Laws. You acknowledge that the Platform is not specifically designed to facilitate compliance with any specific law, rule, or regulation. Your use of the Platform in compliance with any specific law, rule, or regulation applicable to you is your sole responsibility. HumanQ is not responsible for enabling your compliance with any such law, rule, or regulation or for your failure to comply. You represent and warrant to HumanQ that your use of and access to the Platform will comply with all applicable laws, rules, and regulations and will not cause HumanQ or any of its affiliates, licensors, or vendors to violate any applicable laws, rules, and regulations.
14.6. International Use. HumanQ controls and operates the Platform from the state of California. HumanQ does not represent that the Platform or any materials on the Platform are appropriate or available for use in other locations outside of the United States. Persons who choose to access the Platform from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission or transfer of any data or technical information in connection with your access to or use of the Platform.
14.7. Survivability. Sections 3, 4, 8, 9, 11, 12, 14 will survive any expiration or termination of these Terms.
14.8. Contact. HumanQ is located in San Francisco, CA. Any questions, comments, or suggestions, including any report of violation of these Terms should be provided to HumanQ as follows:
By Email: support@humanq.com
By Postal Mail: 2021 Fillmore St #145
San Francisco, CA 94115
14.9. Entire Agreement. These Terms constitute the entire agreement between you and HumanQ with respect to the Platform, superseding any prior agreements between you and HumanQ. The failure of HumanQ to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and HumanQ nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.
If you have any questions about these Terms, please contact us.
HumanQ, Inc.
San Francisco, CA
support@humanq.com
www.humanq.com
HumanQ is based in San Francisco, USA
