PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY ARE A BINDING AGREEMENT BETWEEN HRMXGO AND THE BUSINESS ENTITY ON WHOSE BEHALF THEY ARE ACCEPTED.
These Terms of Service constitute an agreement (this "Agreement") by and between HRMXGO and the corporation, LLC, partnership, sole proprietorship, or other business entity identified on an Order or during enrollment ("Customer"), each a "Party" and collectively the "Parties".
Customer accepts this Agreement, and this Agreement becomes effective (the "Effective Date"), on the earlier of (a) the date Customer executes an Order that references these Terms of Service, and (b) the date Customer's Administrator clicks to accept these Terms of Service during enrollment in the HRMXGO AI Platform. The individual who executes an Order or clicks to accept on Customer's behalf represents that they are authorized to bind Customer to this Agreement.
Each User will be required to read and click to accept these Terms of Service before first using the HRMXGO AI Platform. A User's acceptance confirms that the User will comply with Sections 5.1, 5.2 and 5.4 and is authorized by Customer to use the HRMXGO AI Platform on Customer's behalf. It does not make the User a party to this Agreement (see Section 13.2), and Customer remains responsible for all Users under Section 5.5.
Customer's use of, and HRMXGO's provision of, the Services are governed by this Agreement, which is incorporated by reference into every Order between HRMXGO and Customer.
For this Agreement, "HRMXGO" refers to HRMXGO Inc., a Delaware corporation with its principal place of business at 1120 Furlong Street, Belmont, California 94002, United States of America.
1. DEFINITIONS.
The following capitalized terms will have the following meanings in this Agreement:
1.1. "Administrator" means the individual designated by Customer, on an Order or within the HRMXGO AI Platform, as authorized to accept this Agreement and Orders on Customer's behalf, to invite and manage Users, and to act as Customer's point of contact for notices under Section 13.3.
1.2. "Affiliate" means any existing or future entity that controls, is controlled by, or is under common control with either Party. For purposes of this definition, control means (a) the legal, beneficial, or equitable ownership, directly or indirectly, of at least 50% of the aggregate of all voting interests in such entity; or (b) management control of such entity, or the documented statutory or legal authority over (or power to direct) the management of such entity.
1.3. "AI" means artificial intelligence technologies, including machine learning models and algorithms.
1.4. "API" means application programming interface.
1.5. "Customer Data" means (a) data and information that is collected, processed, and/or stored on the HRMXGO AI Platform specific to the Customer or its Users as a result of their interaction with the HRMXGO AI Platform, including Inputs, Outputs, Document Data, Personal Data, and other feedback provided within the HRMXGO AI Platform, and (b) any custom work product created by HRMXGO for the Customer as part of an Order, such as playbooks or similar content.
1.6. "Document Data" means document data and/or text, including contracts and related documents, that are collected, processed, and/or stored through the HRMXGO AI Platform by Customer or its Users.
1.7. "Documentation" means any proprietary materials, documents, or other information that HRMXGO provides or makes available to Customer relating to the use of the HRMXGO AI Platform.
1.8. "Input" means any User prompt (or other data or information of any nature) provided, uploaded, or submitted to the HRMXGO AI Platform which, in whole or in part, is used or relied upon by the HRMXGO AI Platform for processing and the related generation of Output by Third Party LLMs.
1.9. "Integration Partner Products" means third-party software, applications, technologies, or other products (including, but not limited to, document retrieval extensions or plug-ins) that are integrated into the HRMXGO AI Platform by API that a Customer or its Users may optionally use and/or transmit Customer Data through as part of its use of the HRMXGO AI Platform. For clarity, Integration Partner Products do not include Third Party LLMs, which are governed by section 4.1(b).
1.10. "LLM" means a large language model, a type of AI algorithm that uses deep learning techniques and massively large data sets to understand, summarize, generate and predict new content.
1.11. "Maintenance" means error corrections or updates to the HRMXGO AI Platform by HRMXGO, including all releases of the HRMXGO AI Platform that correct faults, add or enhance functionality, or otherwise amend or upgrade the HRMXGO AI Platform.
1.12. "Order" means either (a) an order form or similar document executed by both Parties that references these Terms of Service, or (b) an online order presented by HRMXGO within the HRMXGO AI Platform and accepted by Customer's Administrator by clicking to accept, in each case subscribing to the HRMXGO AI Platform and specifying the product features, number of Users, Subscription Fees, term and any Trial Period. An accepted online order has the same effect as an executed order form.
1.13. "Order Date" means the order date specified on the initial Order for the HRMXGO AI Platform.
1.14. "Output" means the AI-generated textual content or response to Inputs, submissions, or other directions via the HRMXGO AI Platform.
1.15. "Payment Processor" means the third-party payment service provider engaged by HRMXGO to collect payments under this Agreement, as identified at https://lockdocos.com/legal/subprocessors.
1.16. "Personal Data" generally means any information relating to an identified or identifiable natural person where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
1.17. "Privacy/Security Laws" means the privacy, data protection and information security laws and regulations of the United States (federal and state, including the California Consumer Privacy Act as amended by the California Privacy Rights Act) and of Canada (federal and provincial, including the Personal Information Protection and Electronic Documents Act and Quebec's Act respecting the protection of personal information in the private sector), in each case to the extent applicable to the Services or to HRMXGO's handling of Personal Data for Customer. The EU General Data Protection Regulation and the UK GDPR are not Privacy/Security Laws unless and until Annex IV of the DPA is activated, and HRMXGO does not process Personal Data subject to those regulations under this Agreement (see clause 12.3 of the DPA).
1.18. "Services" means the services provided by HRMXGO to Customer under this Agreement, including, but not limited to, provision of the HRMXGO AI Platform, and other product features and services specified in an Order.
1.19. "HRMXGO AI Platform" means LockDocOS, HRMXGO's AI software-as-a-service application identified and described in any Order that allows Users to access certain features and functions through a web interface, API, or other application.
1.20. "Third Party LLM" means any third party LLM used by HRMXGO to process Customer Data to generate Output in the HRMXGO AI Platform for the Customer and its Users.
1.21. "Train" (and "Training") means to use data to train, retrain, pre-train, fine-tune, distil or otherwise develop or improve an AI model, including by adjusting the weights or parameters of the model. Training does not include (a) using an AI model to generate Output for Customer, (b) transient caching of Inputs or Outputs used solely to serve HRMXGO's requests, (c) automated safety and abuse monitoring under Section 4.1(b)(iii)(B) or Section 4.1(c)(v), or (d) Quality Assurance under Section 4.1(c)(iv), none of which adjust the weights or parameters of any AI model.
1.22. "User" means any individual who uses the HRMXGO AI Platform on Customer's behalf or through Customer's account or passwords.
2. THE HRMXGO AI PLATFORM.
2.1. Authorization to Access and Use the HRMXGO AI Platform.
(a) Commencing on the Effective Date, HRMXGO will make the HRMXGO AI Platform available for Customer's access within the use limitations set forth in the Order, all under the terms of this Agreement.
(b) Subject to the terms and conditions of this Agreement, HRMXGO (i) grants Customer a non-exclusive, non-transferable, worldwide right during the Term to access the HRMXGO AI Platform, and (ii) authorizes the Customer to permit the number of Users specified in the Order to use the HRMXGO AI Platform solely for the Customer's internal purposes.
(c) Subject to the terms and conditions of this Agreement, the Customer is permitted to grant access to its Affiliates and assign Users from its Affiliates under the Customer's account.
2.2. Performance Through Affiliates. Customer acknowledges and agrees that the Services may be provided by HRMXGO through one or more of its Affiliates. HRMXGO maintains full legal responsibility respecting the performance of any obligations under this Agreement by its Affiliates.
2.3. Support and Updates. At no charge to Customer, HRMXGO will (a) provide Maintenance and support for the use of the HRMXGO AI Platform to Customer, and (b) use commercially reasonable efforts to keep the HRMXGO AI Platform available to Customer, except during scheduled maintenance (of which HRMXGO will give reasonable advance notice where practicable), emergency maintenance, and any unavailability caused by factors outside HRMXGO's reasonable control, including the matters described in Sections 8.4(b)(iv) and 8.4(b)(v) and Section 13.4 (as qualified in that Section for Third Party LLM failures), and will install on its servers any software updates that HRMXGO deems reasonably necessary to address errors, bugs, or other performance issues in the HRMXGO AI Platform.
2.4. Documentation: Customer may reproduce and use the Documentation solely as necessary to support Users' use of the HRMXGO AI Platform.
2.5. Feature Revisions. HRMXGO may revise or update HRMXGO AI Platform features and functions at any time, including by adding, modifying, or removing such features and functions, provided that: (a) such revisions do not materially degrade the HRMXGO AI Platform; and (b) HRMXGO will use commercially reasonable efforts to provide Customer with prompt notice of any revision that materially affects features or functionality specified in an applicable Order.
2.6. Free Trial.
(a) HRMXGO may make the HRMXGO AI Platform available to a prospective Customer on a free-trial basis for fourteen (14) days from the date Customer's Administrator accepts this Agreement during enrollment, or such other period as HRMXGO confirms in writing (the "Trial Period"), with the features and number of Users that HRMXGO designates for the trial. No Subscription Fees are payable for the Trial Period, no payment method is collected for it, and the Trial Period does not convert into a paid subscription unless Customer executes an Order.
(b) Unless an Order is executed on or before the last day of the Trial Period, Customer's access to the HRMXGO AI Platform ends at the close of the Trial Period. If an Order is executed on or before the last day of the Trial Period, the Initial Order Term begins on the day after the Trial Period ends (or on the Order Date, if later), and Customer's access continues without interruption.
(c) Trial Conversion Discount. If Customer executes an Order for an annual subscription on or before the last day of the Trial Period, the Subscription Fees for the Initial Order Term will be ten percent (10%) lower than HRMXGO's then-current list price for the subscribed plan, and the Order will state the discounted amount. The discount applies to the Initial Order Term only. For the purposes of Section 11.1(c), the expiry of this discount at the first Order Renewal Term is not an increase in Subscription Fees, and the ten percent (10%) cap in that section is measured against HRMXGO's undiscounted list price for the Initial Order Term.
(d) During the Trial Period this Agreement applies in full, except that Section 2.3 (Support and Updates), Sections 8.1 and 8.2 (HRMXGO Warranties) and Section 9.1 (Indemnification by HRMXGO) do not apply, the HRMXGO AI Platform is provided "AS IS", and HRMXGO's aggregate liability arising out of the Trial Period will not exceed one thousand United States dollars (USD $1,000). Articles 4 (Data, Security & Privacy) and 7 (Confidential Information) apply in full during the Trial Period.
(e) If no Order is executed, Customer Data uploaded during the Trial Period will be available for export for fifteen (15) days after the Trial Period ends and will then be deleted in accordance with Section 4.5. If an Order is executed, Customer Data is carried into the paid subscription.
3. FEES & PAYMENT.
3.1. Subscription Fees.
(a) Customer will pay HRMXGO the fees stated in each Order (the "Subscription Fees") through the Payment Processor. HRMXGO will issue an invoice or payment request through the Payment Processor on or after the first day of each Initial Order Term and each Order Renewal Term (which, for an Order executed during a Trial Period, is the day after the Trial Period ends under Section 2.6(b)), and Customer will pay it within 30 days after issuance by payment card, bank debit, or any other method the Payment Processor supports. If Customer stores a payment method with the Payment Processor, Customer authorizes HRMXGO to charge that payment method for Subscription Fees and applicable Sales Taxes when they fall due, including on each renewal under Section 11.1(b), and will keep the payment method valid and current. Payment card and bank account details are collected and held by the Payment Processor and not by HRMXGO. Customer will maintain complete, accurate and up-to-date billing and contact information at all times.
(b) If Customer disputes any portion of an invoice in good faith, Customer must notify HRMXGO in writing within 30 days of receipt of such invoice, providing reasonable detail of the disputed amount and the basis for the dispute. Customer will pay all undisputed amounts by the applicable due date. The Parties will work in good faith to resolve any such dispute promptly, and any amount determined to be owing following resolution will be due within 15 days of such resolution.
(c) For late payment, Customer will pay interest charges from the time the payment was due at the rate that is the lower of 1.5% per month or the highest rate permissible under applicable law.
(d) Subscription Fees are based on the Services purchased and not on actual usage. Except as expressly provided in Section 3.4 (Refunds), payment obligations are non-cancelable, Subscription Fees paid are non-refundable, and the scope of a subscription cannot be decreased during the then-current term of the Order.
3.2. Suspension for Non-Payment. HRMXGO reserves the right (in addition to any other rights or remedies HRMXGO may have) to suspend all Customer access to the HRMXGO AI Platform if any Subscription Fees are overdue by 30 days or more, until such amounts are paid in full. For clarity, any such suspension will not relieve Customer of its payment obligations under this Agreement, including Subscription Fees accruing during the period of suspension.
3.3. Taxes.
(a) Subscription Fees are exclusive of any applicable sales, use, goods and services, harmonized sales, provincial sales or value-added taxes, duties, tariffs, or other amounts attributable to Customer's execution of this Agreement or use of the HRMXGO AI Platform (collectively, "Sales Taxes"). Customer will be solely responsible for the payment of any applicable Sales Taxes.
(b) All payments due to HRMXGO under this Agreement will be made free and clear of, and without reduction for, any withholding taxes. If Customer is required by applicable law to deduct or withhold any taxes from any payment to HRMXGO, Customer will increase the amount payable as necessary so that, after all required deductions and withholdings, HRMXGO receives an amount equal to the amount it would have received had no such deduction or withholding been required. Customer will provide HRMXGO with official tax receipts or other documentation reasonably requested to evidence any such withholding.
3.4. Refunds.
(a) General rule. Subscription Fees are non-refundable except as set out in this Section 3.4. In particular, no refund or credit will be given for (i) a Customer termination for convenience under Section 11.2(b); (ii) a termination by HRMXGO for Customer's breach under Section 11.2(a) or a suspension under Section 3.2 or Section 5.1(b); (iii) any period after Customer gives notice of non-renewal under Section 11.1(b), during which Customer retains access to the HRMXGO AI Platform until the end of the then-current term; (iv) unused Users, features or capacity; (v) the loss or modification of any Integration Partner Product or Beta Feature; or (vi) any Trial Period.
(b) Refund events. HRMXGO will refund to Customer the portion of any prepaid Subscription Fees attributable to the unexpired part of the then-current term of the affected Order, calculated on a daily pro-rata basis from the effective date of termination, where:
(i) HRMXGO terminates the Agreement or an Order under Section 8.1(b)(iii) (IP remedies);
(ii) Customer terminates the Agreement or an Order under Section 11.2(a) for HRMXGO's material breach that HRMXGO has failed to cure within the cure period;
(iii) either Party terminates an Order under Section 13.4 because a force majeure event has prevented HRMXGO from providing the HRMXGO AI Platform for more than thirty (30) consecutive days; or
(iv) Customer terminates an affected Order under clause 6.4 of the DPA (as defined in Section 4.7(c)) following an unresolved objection to a new subprocessor.
(c) Payment of refunds. HRMXGO will pay any refund due under Section 3.4(b) within thirty (30) days after the effective date of termination, by the same method Customer used to pay, or by wire transfer to an account designated by Customer. Refunds are stated exclusive of Sales Taxes, which will be refunded or credited to the extent HRMXGO is able to recover them from the relevant tax authority.
(d) Sole monetary remedy for termination. The refund under Section 3.4(b), together with any other remedy expressly stated in this Agreement, is Customer's sole monetary remedy in respect of the termination itself, without prejudice to Customer's rights in respect of the breach that gave rise to it, subject to Article 10.
(e) Website summary. HRMXGO may publish a summary of this Section 3.4 on its website. That summary is for convenience only and does not amend this Agreement.
4. DATA, SECURITY & PRIVACY.
4.1. Processing of Customer Data.
(a) Generally. Customer authorizes HRMXGO to process Customer Data as required to provide the Services, including (i) sending Document Data to Third Party LLMs to generate Output, and (ii) processing Customer Data through its Affiliates and authorized data subprocessors (listed at https://lockdocos.com/legal/subprocessors, as updated from time to time) solely to provide the Services, as further set out below. Except as expressly permitted in this Agreement, in no event will HRMXGO share Customer Data with other HRMXGO customers or third parties.
(b) Data Processing by Third Party LLMs. Customer understands, acknowledges, and consents to the following:
(i) Data Transmission and Retrieval. HRMXGO will transmit Customer Data (particularly Document Data and User input prompts) to its Third Party LLMs in order to generate Output, and will retrieve Output from the Third Party LLMs to provide to the Customer; HRMXGO encrypts Customer Data at rest using AES 256-bit (or better) encryption and in transit using Transport Layer Security 1.2 (or better) over public or untrusted networks.
(ii) Data Protection by Third Party LLMs. HRMXGO will transmit Customer Data to Third Party LLMs only as required to perform the Services. HRMXGO maintains with each Third Party LLM a written agreement, comprising the Third Party LLM's enterprise or API terms and its data processing terms (including any security documentation incorporated by reference into those terms), under which the Third Party LLM is required to process Customer Data only in accordance with HRMXGO's instructions and only to provide its services to HRMXGO, to protect Customer Data with appropriate security measures, and to comply with Privacy/Security Laws applicable to it as a processor or service provider. The retention and Training commitments HRMXGO has obtained from each Third Party LLM, and the source of each commitment, are described in Sections 4.1(b)(iii) and (iv) and published per provider at https://lockdocos.com/legal/data-security.
(iii) Retention by Third Party LLMs. HRMXGO requires each Third Party LLM not to retain, store or log Inputs or Outputs, and not to make them available for human review, except to the extent necessary to (A) generate and return the Output, including any transient caching of Inputs used solely to serve HRMXGO's requests and cleared in the ordinary course, (B) where stated for that Third Party LLM at https://lockdocos.com/legal/data-security, perform automated safety and abuse monitoring for a limited period not exceeding thirty (30) days, or (C) comply with applicable law. Where zero data retention applies to HRMXGO's use of a Third Party LLM, because the Third Party LLM has committed to it in the written agreement described in Section 4.1(b)(ii) (including in security documentation incorporated by reference into that agreement) or because it has been enabled for HRMXGO's account, that Third Party LLM retains nothing under (B), and HRMXGO will use that Third Party LLM only in the configurations to which zero data retention applies and will not enable any optional feature of that Third Party LLM (such as asynchronous or queued inference) that would cause Inputs to be stored, except for any feature enabled under the last sentence of this Section 4.1(b)(iii). Where a Third Party LLM describes zero data retention only in published documentation that does not form part of HRMXGO's written agreement with it, HRMXGO will identify that Third Party LLM as such at https://lockdocos.com/legal/data-security, and only the limits in (A) to (C) are warranted for it. HRMXGO publishes the current retention position of each Third Party LLM, and whether that position is contractual, enabled for HRMXGO's account or stated in documentation only, at https://lockdocos.com/legal/data-security, keeps that page current, and will pursue contractual zero data retention with any Third Party LLM to which it does not yet apply. Any feature of the HRMXGO AI Platform that requires a Third Party LLM to retain Customer Data beyond the limits in this Section 4.1(b)(iii) will be disabled by default and may be enabled only by Customer's Administrator, with the retention consequence disclosed in the Documentation.
(iv) No Third Party LLM Model Training. No Third Party LLM is permitted to Train its models, or those of any third party, on Customer Data (including Inputs and Outputs). HRMXGO will maintain this restriction in its written agreement with each Third Party LLM and, where a Third Party LLM offers an opt-out from Training as a setting, will exercise and maintain that opt-out. For clarity, the activities excluded from the definition of Train in Section 1.21 are not Training.
(c) Internal Data Processing. Customer understands, acknowledges, and consents to the following:
(i) General Data Processing. HRMXGO will only collect, process, store, or otherwise use Customer Data: (A) as expressly contemplated by this Agreement; (B) as necessary to provide and maintain the features and functions of the HRMXGO AI Platform that the Customer has purchased in an Order; and (C) to perform other specific activities that have been expressly requested or authorized by its Users. In all cases, Customer Data stored and processed for a Customer and its Users will not be visible or accessible to other HRMXGO customers or other third parties (except for HRMXGO's Affiliates and the data subprocessors listed under Section 4.1(a), for the purposes stated there).
(ii) Usage Data. HRMXGO collects certain technical and analytics data and information from its users ("Usage Data"), solely to improve service delivery and platform performance. Usage Data includes User analytics and quantitative usage metrics (e.g. feature interaction statistics) and other statistical information about Customer's use of the HRMXGO AI Platform. HRMXGO uses Usage Data to (A) enhance service delivery under an Order, (B) analyze feature adoption and usage patterns, and report Customer's usage to the Customer, and (C) diagnose, troubleshoot, and resolve technical issues and related Customer feedback affecting Customer's use of the HRMXGO AI Platform. HRMXGO may also use de-identified and aggregated Usage Data for general product improvement and analytics, provided such data cannot reasonably be used to identify Customer or its Users.
(iii) Optimizing Customer Experience. To enhance Customer's experience, HRMXGO may process Customer Data to personalize the features of the HRMXGO AI Platform for Customer and its Users, including to calibrate its internal systems for User-specific personalization based on the User's indicated preferences and interactions within the HRMXGO AI Platform. Customer Data processed for this purpose will not be visible or accessible to other HRMXGO customers, will remain strictly specific to Customer and its Users, and will not be used to Train any AI model that serves, or to improve services or functionalities for, other customers. If HRMXGO creates any Customer-specific model adaptation for this purpose, that adaptation will be used solely for Customer and its Users, will be treated as Customer Data, and will be deleted in accordance with Section 4.5.
(iv) Quality Assurance Monitoring. HRMXGO may monitor and temporarily retain Inputs and corresponding Outputs processed through the HRMXGO AI Platform ("QA Data") for the sole purpose of identifying Output quality issues, evaluating prompt and system improvements, and diagnosing technical support matters (collectively, "Quality Assurance"). QA Data will be: (A) retained for no longer than 90 days from the date of collection, then permanently deleted; (B) accessible only to HRMXGO's authorized personnel (meaning HRMXGO's founder and any employee or contractor engaged by HRMXGO who needs access, each bound by written confidentiality obligations consistent with Article 7) on an as-needed basis; (C) treated as Confidential Information and, where applicable, handled in accordance with section 4.1(d) below respecting Privileged Information; and (D) not used for any purpose other than Quality Assurance, which does not include Training any AI model.
(v) Abuse Monitoring. HRMXGO may collect, retain for up to 30 days (or longer if required for an ongoing investigation or for legal compliance), and use Customer Data (including Inputs) to detect and prevent malicious, abusive, or illegal activity. Such collected data may be retained and used to identify specific bad actors and take enforcement action as required by HRMXGO.
(vi) No Training by HRMXGO. HRMXGO will not Train any AI model, whether HRMXGO's own or a third party's, on Customer Data, including Inputs, Outputs and Document Data, except (A) as described in Section 4.1(c)(iii) for Customer's own personalization, subject to the isolation and deletion commitments in that Section, or (B) where Customer expressly agrees in an Order or a written addendum signed by both Parties that HRMXGO may use specified Customer Data to develop or improve models or features for Customer, in which case such use will be limited to the scope, purpose and period stated in that Order or addendum and any resulting model or feature improvements will be made available only to Customer unless the Order or addendum states otherwise.
(d) Privileged Information. The Parties acknowledge that Customer Data may include information protected by lawyer-client privilege, work-product doctrine, or other applicable legal privileges (collectively, "Privileged Information"). When applicable, HRMXGO acknowledges that Customer is responsible for protecting and preserving the confidentiality of Privileged Information as part of its professional obligations. HRMXGO will handle all Privileged Information in a manner intended to preserve these protections (including in accordance with Article 7 regarding Confidential Information), and will not take any action that would reasonably be expected to waive or diminish them. Use of the HRMXGO AI Platform to process or store Customer Data will not be deemed a waiver of any privilege or protection associated with such Privileged Information.
4.2. Data Ownership.
(a) As between the Parties, the Customer owns: (i) all Customer Data uploaded by Customer or its Users to the HRMXGO AI Platform; (ii) all Outputs; and (iii) all custom work product created by HRMXGO specifically for Customer pursuant to an Order (including playbooks and similar content), subject to HRMXGO retaining all right, title, and interest in any underlying templates, methodologies, processes, or platform components used to create such work product.
(b) HRMXGO will treat Customer Data as Confidential Information under Article 7, and will not disclose Customer Data to any other customers or third parties, other than (i) to its data subprocessors as necessary to provide the Services, or (ii) to its employees and authorized contractors as per the obligations of Article 7.
(c) Customer grants to HRMXGO a non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer and display Customer Data solely for the purpose of providing the Services to Customer on the terms of any Order.
(d) For clarity, HRMXGO may derive anonymous data and statistics from Customer Data ("Derived Data") and may compile, aggregate, use, and disclose such Derived Data for its own legitimate business purposes (including the presentation of aggregated statistical data sets as insights within the HRMXGO AI Platform or otherwise in HRMXGO-published materials), provided that no Derived Data will identify (and cannot reasonably be used or reverse-engineered to identify or attribute to) Customer, its Users, or other third parties associated with Customer Data. For greater certainty, HRMXGO will (i) not use or disclose Derived Data in any manner that compromises the confidentiality or security of Customer Data, and (ii) implement appropriate safeguards to ensure that the process of deriving and handling Derived Data does not create any significant risk of re-identification or unauthorized access. HRMXGO will own all right, title, and interest in the Derived Data and any resulting HRMXGO products or services incorporating the Derived Data.
4.3. HRMXGO's Data Security.
(a) HRMXGO maintains industry standard administrative, technical, and physical safeguards to protect all Customer Data (including Personal Data) processed, stored, collected or transmitted by HRMXGO. HRMXGO maintains a data security portal available at https://lockdocos.com/legal/data-security, which (i) sets out all of HRMXGO's data security protocols, and (ii) provides information on the data processing commitments of the LLMs used by HRMXGO. As between HRMXGO and the Customer, HRMXGO maintains legal responsibility for the data processing activities of its Affiliates and subprocessors respecting the Services.
(b) HRMXGO exercises diligent efforts to prevent unauthorized disclosure or exposure of Customer Data. Accordingly, HRMXGO will, on an ongoing basis, ensure that its data security program (and associated safeguards and privacy practices) is designed, maintained, updated and adjusted, as necessary, to protect against reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Customer Data.
(c) Regardless of its data security protocols, HRMXGO will have no responsibility or liability for (i) the accuracy of Customer Data uploaded to the HRMXGO AI Platform by Customer and its Users, or (ii) Customer's usage of, or reliance on, Outputs.
(d) Notwithstanding anything else in this Article 4, HRMXGO may be compelled to disclose Customer Data as required by applicable law or by proper legal or governmental authority. In such cases, HRMXGO will give Customer prompt notice of the legal or governmental demand/order for disclosure, and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure.
(e) HRMXGO complies with the Privacy/Security Laws that apply to it, as a processor or service provider, in connection with the Services and this Agreement.
4.4. Customer's Personal Data.
(a) HRMXGO collects and uses the categories of Personal Data from Customer, its Administrator and its Users that are required to enroll them in and administer Customer's HRMXGO account, including name, business email address, job title, login credentials, billing contact details and payment records. Payment card and bank account details are collected and held by the Payment Processor and not by HRMXGO. Otherwise, HRMXGO only collects and uses Personal Data as necessary to provide the Services, or as otherwise expressly consented to by Customer.
(b) Customer acknowledges that HRMXGO's handling of the Personal Data described in Section 4.7(b)(i) is described in HRMXGO's privacy policy available at https://lockdocos.com/legal/privacy, and that Personal Data contained in Customer Data is governed by this Article 4 and the DPA and not by the privacy policy.
(c) As part of administering the Customer's account, HRMXGO may disclose Personal Data to certain subprocessors when necessary, and these subprocessors (and their purposes) are identified in HRMXGO's website at https://lockdocos.com/legal/subprocessors.
4.5. Return and Deletion of Customer Data.
(a) Export during the Term. Customer may export Customer Data from the HRMXGO AI Platform at any time during the Term using the export functions of the HRMXGO AI Platform or, where those functions are insufficient for a particular data type, by written request to HRMXGO, which HRMXGO will fulfil within a reasonable time in a commonly used machine-readable format.
(b) Export window after termination. For thirty (30) days after the expiration or termination of the last active Order (the "Export Window"), HRMXGO will keep Customer Data available for export under Section 4.5(a). During the Export Window, Customer's access is limited to export and to any cooperation reasonably required for the transition of Customer Data to Customer or a third party designated by Customer.
(c) Deletion. Within sixty (60) days after the end of the Export Window, HRMXGO will delete all Customer Data from its production systems, and will delete Customer Data from backup media in the ordinary course of HRMXGO's backup rotation and in any event within a further ninety (90) days. Customer may request deletion earlier at any time during the Export Window. On Customer's written request, HRMXGO will confirm deletion in writing.
(d) Exceptions. Section 4.5(c) does not require HRMXGO to delete (i) QA Data and abuse-monitoring data within the retention periods stated in Section 4.1(c)(iv) and (v), which will be deleted at the end of those periods; (ii) Derived Data under Section 4.2(d), which contains no Customer Data; (iii) Customer Data that HRMXGO is required by applicable law or a binding order to retain, which HRMXGO will continue to protect under Article 7 and will delete when the requirement ends; (iv) billing and account records that HRMXGO retains for its own legal, tax and accounting purposes; and (v) HRMXGO's own operational, security and compliance records, including records of the fact, time, model, provider and data-retention status of processing operations, provided that such records contain no Input, Output or Document Data content; such records may include User identifiers, which HRMXGO protects as Personal Data under the DPA.
(e) Trial Periods. This Section 4.5 applies to Customer Data uploaded during a Trial Period, except that the Export Window under Section 2.6(e) is fifteen (15) days.
4.6. Security Incident Notification.
(a) "Security Incident" means any confirmed accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to Customer Data on systems managed by HRMXGO or its subprocessors. Unsuccessful attempts or activities that do not compromise the security of Customer Data, such as blocked intrusion attempts, port scans or pings, are not Security Incidents. HRMXGO "confirms" a Security Incident when, following its initial investigation of a suspected incident, which it will conduct without undue delay, it has reasonably determined that Customer Data was in fact affected.
(b) HRMXGO will notify Customer of a Security Incident without undue delay and in any event within forty-eight (48) hours after HRMXGO confirms that a Security Incident has occurred. Notice will be sent by email to Customer's Administrator and to any security contact stated in an Order.
(c) The initial notice will describe, to the extent known at the time, the nature of the Security Incident, the categories and approximate volume of Customer Data and Users affected, the likely consequences, the measures HRMXGO has taken or proposes to take, and the name and contact details of HRMXGO's point of contact for the Security Incident. Where full information is not available within forty-eight (48) hours, HRMXGO will provide it in phases without undue delay as it becomes available.
(d) HRMXGO will take reasonable steps to contain, investigate and remediate the Security Incident, will keep Customer reasonably informed, and will provide the cooperation Customer reasonably requires to meet its own notification obligations to regulators and individuals. HRMXGO will not notify regulators or individuals on Customer's behalf unless required by law or agreed with Customer in writing.
(e) Notification under this Section 4.6 is not an admission of fault or liability by HRMXGO.
4.7. Roles of the Parties; Data Processing Agreement.
(a) As between the Parties, Customer is the controller (or, where Customer itself acts as a processor for a third party, the relevant processor) and HRMXGO is the processor of Personal Data contained in Customer Data. HRMXGO will process that Personal Data only on Customer's documented instructions, which are this Agreement, each Order, the Data Processing Agreement, and Customer's and Users' use of the features of the HRMXGO AI Platform.
(b) HRMXGO is an independent controller of (i) Personal Data of the Administrator, Users and Customer's billing contacts that HRMXGO collects to enroll and administer Customer's account under Section 4.4, which is governed by HRMXGO's privacy policy; and (ii) Usage Data under Section 4.1(c)(ii) and Derived Data under Section 4.2(d), to the extent either contains Personal Data.
(c) The HRMXGO Data Processing Agreement published at https://lockdocos.com/legal/dpa, as updated in accordance with its terms (the "Data Processing Agreement" or "DPA"), is incorporated into this Agreement by reference and applies to all processing of Personal Data contained in Customer Data. In the event of a conflict between the DPA and this Agreement regarding the processing of Personal Data, the DPA prevails.
5. CUSTOMER'S RESPONSIBILITIES & RESTRICTIONS.
5.1. Acceptable Use.
(a) Customer will not:
(i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the HRMXGO AI Platform;
(ii) use the HRMXGO AI Platform for any illegal purpose or in violation of applicable laws;
(iii) resell or sublicense the HRMXGO AI Platform as a service to external third parties, or otherwise allow external third parties to commercially exploit the HRMXGO AI Platform;
(iv) provide HRMXGO AI Platform passwords or other log-in information to any third party, or allow access to the HRMXGO AI Platform by multiple individuals impersonating a single User;
(v) share beta, preview, or non-generally-available HRMXGO AI Platform features or content with any third party;
(vi) attempt to circumvent or disable any security features or functionality associated with the HRMXGO AI Platform;
(vii) access the HRMXGO AI Platform for competitive purposes, including to build a competitive product or service, to benchmark against competitive offerings, to copy or reverse engineer features or functionality, or to monitor HRMXGO’s product development or capabilities;
(viii) engage in web scraping or data scraping on or related to the HRMXGO AI Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; or
(ix) use the HRMXGO AI Platform for any malicious, abusive, or illegal purposes.
(b) In the event that HRMXGO reasonably suspects any breach of the requirements of Section 5.1(a), including without limitation by Users, HRMXGO may immediately suspend Customer's access to the HRMXGO AI Platform, in addition to such other remedies as HRMXGO may have.
5.2. Unauthorized Access. Customer will take reasonable steps to prevent unauthorized access to the HRMXGO AI Platform, including without limitation by protecting its passwords and other log-in information. Customer will notify HRMXGO immediately of any known or suspected unauthorized use of the HRMXGO AI Platform or breach of its security and will use commercially reasonable efforts to stop said breach.
5.3. Compliance with Laws. In its use of the HRMXGO AI Platform, Customer will comply with all applicable laws, including without limitation Privacy/Security Laws.
5.4. Reliance on HRMXGO Output. Customer will not solely rely on Output as constituting formal legal advice, and will ensure, when appropriate, that any Output is reviewed or vetted accordingly by a duly licensed and qualified lawyer.
5.5. Users & HRMXGO AI Platform Access. Customer is responsible and liable for: (a) Users' use of the HRMXGO AI Platform, including without limitation unauthorized User conduct and any User conduct that would violate the requirements of this Agreement applicable to Customer; and (b) any use of the HRMXGO AI Platform through Customer's account.
5.6. Customer Rights and Consents. Customer confirms that it has and will maintain throughout the Term all necessary rights, consents and authorizations to provide the Customer Data to HRMXGO and to authorize HRMXGO to use, disclose, or otherwise process that Customer Data through the HRMXGO AI Platform as contemplated by this Agreement.
5.7. Marketing and Promotion. With Customer's prior written consent (which may be given in an Order or by email from the Administrator), HRMXGO may use Customer's name and logo to identify Customer as a customer of HRMXGO on HRMXGO's website, on social media and in its marketing materials, in accordance with any brand guidelines Customer provides. Customer may withdraw that consent at any time on written notice, and HRMXGO will cease new uses within thirty (30) days. All goodwill in Customer's name and logo remains with Customer.
6. IP & FEEDBACK.
6.1. IP Rights to the HRMXGO AI Platform.
(a) HRMXGO retains all right, title, and interest in and to the HRMXGO AI Platform, including without limitation all intellectual property rights in (i) the software used to provide the HRMXGO AI Platform, and (ii) all graphics, user interfaces, logos, and trademarks reproduced through the HRMXGO AI Platform.
(b) This Agreement does not grant Customer any intellectual property license or rights in or to the HRMXGO AI Platform or any of its components, except to the limited extent that such rights are necessary for Customer's use of the HRMXGO AI Platform as specifically authorized by this Agreement. Customer recognizes that the HRMXGO AI Platform and its components are protected by copyright and other laws.
6.2. Feedback.
(a) HRMXGO has not agreed to and does not agree to treat as confidential any suggestions or ideas for improving or otherwise modifying any of HRMXGO's products or services that Customer or Users give HRMXGO ("Feedback").
(b) Nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict HRMXGO's right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer; for greater certainty, Feedback will not be considered in any way to be Customer's trade secret.
(c) Notwithstanding sections 6.2(a) and 6.2(b), HRMXGO will not identify Customer (or attribute any Feedback to Customer) in connection with HRMXGO's use or exploitation of such Feedback without Customer's prior written consent.
7. CONFIDENTIAL INFORMATION.
7.1. Scope of Confidential Information.
(a) For the purposes of this Article 7, "Confidential Information" refers to the following items either Party (the "Discloser") discloses to the other Party (the "Recipient"): (i) any document the Discloser marks "confidential" or designates as "confidential" at the time of its disclosure; (ii) the Documentation, whether or not marked or designated confidential; (iii) any other non-public, sensitive information the Discloser should reasonably consider a trade secret or otherwise confidential; and (iv) Customer Data.
(b) Exclusions. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is lawfully in Recipient's possession at the time of disclosure, free of any obligation of confidentiality; (ii) is independently developed by the Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient's improper action or inaction; (iv) is approved by Discloser in writing for release by Recipient; or (v) is Feedback from the Customer.
7.2. Non-Disclosure.
(a) Recipient will not use Confidential Information for any purpose other than as specified and agreed by the Discloser at the time of disclosure (the "Purpose").
(b) Recipient: (i) will not disclose Confidential Information of the Discloser to any of its employees or contractors, unless such person needs access in order to facilitate the Purpose and also understands the Confidential Information comes with obligations of confidentiality; and (ii) will not disclose Confidential Information to any other third party without Discloser's prior written consent.
(c) Recipient will protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient will promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient's attention.
7.3. Compelled Disclosure. Notwithstanding Section 7.2, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; however, in such circumstances, Recipient will give Discloser prompt notice of any such legal or governmental demand, and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser's expense.
7.4. Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.2 above (Non-Disclosure) will continue so long as such information remains Confidential Information or subject to trade secret protection pursuant to applicable law, including after this Agreement expires or is terminated for any reason. Upon termination of this Agreement, Recipient will, upon request, return or destroy Discloser's Confidential Information in its possession or control.
7.5. Equitable Relief. Recipient agrees that: (a) no adequate remedy exists at law if it breaches any of its obligations in this Article 7; (b) it would be difficult to determine the damages resulting from its breach of this Article 7, and such breach would cause irreparable harm to Discloser; and (c) accordingly, the Discloser may seek a remedy of injunctive relief for any such breach. Recipient waives any opposition to the seeking of such injunctive relief. This Section 7.5 does not limit either Party’s right to injunctive relief for breaches not listed.
7.6. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license to it. Discloser will retain all right, title, and interest in and to all Confidential Information.
8. REPRESENTATIONS & WARRANTIES.
8.1. HRMXGO IP Non-Infringement Representation and Warranty.
(a) HRMXGO represents and warrants that it is the owner of the HRMXGO AI Platform (and every component of it), or alternatively the recipient of a valid license to it, and that it has and will maintain the full power and authority to grant the rights to use the HRMXGO AI Platform set forth in this Agreement without the further consent of any third party.
(b) In case of breach of its warranty in Section 8.1(a), HRMXGO, at its own expense, will promptly:
(i) secure for Customer the right to continue using the HRMXGO AI Platform;
(ii) replace or modify the HRMXGO AI Platform to make it non-infringing; or
(iii) if such remedies are not commercially practical in HRMXGO's reasonable opinion, terminate the Agreement or the affected Order and refund Subscription Fees in accordance with Section 3.4(b)(i).
(c) If HRMXGO exercises its rights pursuant to Subsection 8.1(b) above, Customer will promptly cease all use of the HRMXGO AI Platform and all reproduction and use of the Documentation and erase all copies in its possession or control.
8.2. HRMXGO General Representations and Warranties. HRMXGO represents and warrants that:
(a) it will provide the Services under this Agreement in a professional and workmanlike manner, and in compliance with any specifications agreed to by the Parties in an Order or otherwise;
(b) the execution, delivery and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party, or by which it is otherwise bound;
(c) it will use commercially reasonable efforts to develop the HRMXGO AI Platform, and to use Third Party LLMs and any other AI systems (collectively, "AI Systems"), in a responsible, transparent, safe and secure manner and in accordance with applicable laws and regulations. This Section 8.2(c) concerns HRMXGO's own development of the HRMXGO AI Platform and its own use of AI Systems; it does not extend to the internal practices of the providers of Third Party LLMs, which are addressed in Section 4.1(b). Without limiting the generality of the foregoing, HRMXGO represents and warrants that it:
(i) maintains written internal policies governing HRMXGO's use of AI Systems, which address the risks associated with AI Systems, prohibited uses, and the requirements for their use, and requires any person it engages to work on the HRMXGO AI Platform to comply with them;
(ii) keeps those policies current with applicable legal requirements and recognized responsible-AI practices; and
(iii) regularly evaluates its use of AI Systems against those policies.
8.3. Mutual Representations and Warranties. Each Party represents and warrants to the other that:
(a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement;
(b) it has accurately identified itself and it has not provided any materially inaccurate information about itself to the other Party; and
(c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
8.4. Disclaimers.
(a) Except to the extent set forth in HRMXGO's warranties in Article 8 above, CUSTOMER ACCEPTS THE HRMXGO AI PLATFORM "AS IS," WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
(b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING:
(i) HRMXGO DOES NOT REPRESENT OR WARRANT THAT THE HRMXGO AI PLATFORM WILL PRODUCE ACCURATE OR RELEVANT CONTENT FOR THE CUSTOMER, OR OTHERWISE PERFORM WITHOUT INTERRUPTION OR ERROR;
(ii) SUBJECT TO (A) HRMXGO'S COMPLIANCE WITH ITS OBLIGATIONS UNDER SECTION 4.3 RESPECTING HRMXGO MAINTAINING INDUSTRY STANDARD DATA SECURITY MEASURES AND COMPLYING WITH APPLICABLE LAW, AND (B) THE RELATED INDEMNITY OBLIGATIONS SET OUT IN SECTION 9.3, HRMXGO DOES NOT REPRESENT THAT THE HRMXGO AI PLATFORM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION, OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE UPON SUCH HACKING OR INTRUSION;
(iii) HRMXGO DOES NOT REPRESENT THAT THE OUTPUT GENERATED BY THE HRMXGO AI PLATFORM WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER (ESPECIALLY IF CUSTOMER ATTEMPTS TO GENERATE OUTPUT IN LANGUAGES OTHER THAN ENGLISH, OR THAT IS NOT TEXT IN CONTENT);
(iv) WHILE HRMXGO MAINTAINS CONTRACTUAL AGREEMENTS WITH THIRD PARTY LLMS AS CONTEMPLATED IN ARTICLE 4 OF THIS AGREEMENT, HRMXGO DOES NOT OPERATIONALLY CONTROL THE THIRD PARTY LLMS OR THEIR UNDERLYING TECHNOLOGY, INCLUDING (A) THE ACCURACY, PERFORMANCE, OR QUALITY OF OUTPUTS THEY GENERATE, AND (B) THEIR CONTINUED AVAILABILITY; AND
(v) INTEGRATION PARTNER PRODUCTS THAT ARE OPTIONAL PRODUCT FEATURES NOT REQUIRED FOR THE PROVISION OF THE HRMXGO AI PLATFORM TO THE CUSTOMER ARE PROVIDED "AS IS", "WHERE IS" AND "AS AVAILABLE". ACCORDINGLY, HRMXGO HAS NO CONTROL OVER THE CONTINUING AVAILABILITY OR FUNCTIONAL OPERATION OF SUCH INTEGRATION PARTNER PRODUCTS, AND DISCLAIMS ANY AND ALL ASSOCIATED RESPONSIBILITY OR LIABILITY FOR CUSTOMER'S ELECTION TO USE ANY SUCH INTEGRATION PARTNER PRODUCTS AS PART OF ITS USE OF THE HRMXGO AI PLATFORM. FOR GREATER CERTAINTY, THE LOSS OF AVAILABILITY AND/OR FUNCTIONALITY OF ANY INTEGRATION PARTNER PRODUCTS, INCLUDING DEACTIVATION OF ANY RELATED APIS BY HRMXGO, DOES NOT JUSTIFY THE REFUND OF ANY SUBSCRIPTION FEES PAID OR PAYABLE BY THE CUSTOMER.
(c) THE OUTPUT IS INTENDED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER COVERED BASED ON CUSTOMER PROMPTS AND OTHER INPUTS. WHILE SUCH OUTPUT MAY CONCERN ISSUES RELATED TO LEGAL SERVICES OR DOCUMENTS, CUSTOMER ACKNOWLEDGES THAT SUCH CONTENT IS NOT (AND IS NOT INTENDED TO BE) FORMAL LEGAL ADVICE, AND WILL NOT RELY ON IT AS SUCH. WHEN APPROPRIATE FOR THE USE CASE, CUSTOMER WILL VET OUTPUT THROUGH, AND/OR SEEK THE ADVICE OF, A DULY LICENSED AND QUALIFIED LAWYER IN THE APPLICABLE SUBJECT MATTER AND JURISDICTION.
(d) HRMXGO'S PROVISION OF THE HRMXGO AI PLATFORM, INCLUDING ALL RELATED OUTPUT, IS FOR INFORMATIONAL PURPOSES ONLY. CUSTOMER UNDERSTANDS THAT IT, AND ITS USERS, ARE ULTIMATELY RESPONSIBLE FOR ALL DECISIONS MADE, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON CUSTOMER'S USE OF THE HRMXGO AI PLATFORM, WHICH USES AI TO GENERATE PREDICTIONS BASED ON PATTERNS IN DATA. OUTPUT IS PROBABILISTIC AND SHOULD ALWAYS BE EVALUATED FOR ACCURACY AS APPROPRIATE FOR YOUR USE CASE. HRMXGO EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER TAKING (OR NOT TAKING) ANY ACTION BASED ON (OR RELYING ON) OUTPUT.
9. INDEMNIFICATION.
9.1. Indemnification by HRMXGO.
(a) HRMXGO will defend Customer from any third party claim, action, or proceeding arising out of any allegation that the Services, including the HRMXGO AI Platform or Customer's use of the HRMXGO AI Platform as contemplated in this Agreement, infringes such third party's patent, copyright and/or trademark intellectual property rights (an "IP Claim"), and will indemnify and hold harmless Customer from and against any damages, losses, liabilities, expenses, and costs awarded against them, or agreed in settlement by HRMXGO, resulting from such IP Claim.
(b) Notwithstanding section 9.1(a), HRMXGO will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) misuse of the HRMXGO AI Platform by Customer or its Users in violation of section 5.1; or (ii) the combination, operation, or use of the HRMXGO AI Platform with other data, hardware, or software not provided by HRMXGO (collectively, "Combinations") except for Combinations that are (1) Integration Partner Products used in accordance with the Documentation, (2) otherwise contemplated by this Agreement or the Documentation, or (3) expressly approved by HRMXGO in writing.
(c) Except for the warranty provided by HRMXGO in section 8.1, this section 9.1 states HRMXGO's entire liability, and Customer's exclusive remedy, with respect to an IP Claim.
9.2. Indemnification by Customer. Customer will defend, indemnify, and hold harmless HRMXGO against any third party claim, suit, or proceeding against HRMXGO arising out of the Customer's misuse of the HRMXGO AI Platform, including without limitation:
(a) claims which, if true, would constitute a breach of Article 5 of this Agreement (Customer's Responsibilities & Restrictions); and
(b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the HRMXGO AI Platform through Customer's account, including without limitation by Customer Data.
9.3. Mutual Indemnities. Each Party (the "Indemnifying Party") will defend, hold harmless, and indemnify the other Party (the "Indemnified Party") against any third party claim, suit, or proceeding arising out of or relating to
(a) the gross negligence, fraud, or willful misconduct of the Indemnifying Party or any of its agents, subcontractors, or employees; or
(b) a Data Incident caused by the act or omission of the Indemnifying Party or any of its agents, subcontractors, or employees (a "Data Claim"). For the purposes of this Section 9.3(b), a "Data Incident" is any (i) Security Incident as defined in Section 4.6(a), or (ii) violation of Privacy/Security Laws caused by the Indemnifying Party (or its agents, subcontractors or employees) in connection with Customer's account or the Services.
9.4. General Indemnification Procedures.
(a) In the event of a potential indemnity obligation under any section of this Article 9, the Indemnified Party in each case will:
(i) promptly notify the Indemnifying Party in writing of the claim;
(ii) allow the Indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the Indemnifying Party's sole cost and expense; and
(iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party's expense.
(b) Failure by the Indemnified Party to notify the Indemnifying Party of a claim will not relieve the Indemnifying Party of its obligations, however, the Indemnifying Party will not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given (or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party in accordance with this section).
(c) The Indemnifying Party's obligations set forth in this Article 9 include, without limitation:
(i) settlement at the Indemnifying Party's expense and/or payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and
(ii) reimbursement of reasonable legal fees incurred by the Indemnified Party before Indemnifying Party's assumption of the defense (but not legal fees incurred thereafter).
(d) Notwithstanding section 9.4(c), the Indemnifying Party may not settle any claim that would bind the Indemnified Party to any positive obligation (other than payment covered by the Indemnifying Party) or require any admission of fault by the Indemnified Party, without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed.
(e) Any indemnification obligation under this Article 9 will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party's prior written consent.
10. LIMITATION OF LIABILITY.
10.1. Dollar Cap.
(a) General cap. EXCEPT AS PROVIDED IN SECTIONS 10.1(b) AND 10.1(c), EACH PARTY'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE CUMULATIVE SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
(b) Data and confidentiality cap. EACH PARTY'S CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO (i) A BREACH OF SECTION 4.1(b)(iii) OR 4.1(b)(iv) (THIRD PARTY LLM RETENTION AND TRAINING), SECTION 4.1(c)(vi) (NO TRAINING BY HRMXGO), SECTION 4.5 (RETURN AND DELETION OF CUSTOMER DATA) OR SECTION 4.6 (SECURITY INCIDENT NOTIFICATION), (ii) A BREACH OF ARTICLE 7 (CONFIDENTIAL INFORMATION), INCLUDING IN RESPECT OF CUSTOMER DATA, (iii) A DATA CLAIM UNDER SECTION 9.3(b), OR (iv) THE DPA, WILL NOT EXCEED TWO (2) TIMES THE CUMULATIVE SUBSCRIPTION FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE CAP IN THIS SECTION 10.1(b) IS SEPARATE FROM AND IN ADDITION TO THE CAP IN SECTION 10.1(a), AND AMOUNTS PAID UNDER ONE CAP DO NOT REDUCE THE OTHER. ALL OTHER OBLIGATIONS UNDER ARTICLE 4 ARE SUBJECT TO SECTION 10.1(a).
(c) Uncapped liabilities. THE CAPS IN SECTIONS 10.1(a) AND 10.1(b) DO NOT APPLY TO (i) A PARTY'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, INCLUDING ITS INDEMNITY UNDER SECTION 9.3(a); (ii) HRMXGO'S INDEMNITY FOR IP CLAIMS UNDER SECTION 9.1; (iii) CUSTOMER'S INDEMNITY UNDER SECTION 9.2; (iv) CUSTOMER'S OBLIGATION TO PAY SUBSCRIPTION FEES AND SALES TAXES; OR (v) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
10.2. Excluded Damages. EXCEPT (i) WITH REGARD TO BREACHES OF ARTICLE 7 (CONFIDENTIAL INFORMATION) AND DATA CLAIMS UNDER SECTION 9.3(b), WHICH REMAIN SUBJECT TO THE CAP IN SECTION 10.1(b), AND (ii) FOR THE LIABILITIES DESCRIBED IN SECTION 10.1(c), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.3. Clarifications & Disclaimers.
(a) THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY TO THE BENEFIT OF EITHER PARTY'S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (I) TO LIABILITY FOR NEGLIGENCE; (II) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (III) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (IV) EVEN IF A PARTY'S REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
(b) Customer acknowledges and agrees that HRMXGO has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 10, and that such terms form an essential basis of the bargain between the parties.
(c) If applicable law limits the application of the provisions of this Article 10, each Party's liability will be limited to the maximum extent permissible.
(d) For the avoidance of doubt, each Party's liability limits and other rights set forth in this Article 10 apply likewise to that Party's Affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
11. TERM & TERMINATION.
11.1. Term & Renewals. Unless otherwise specified in the Order:
(a) Agreement Term. The term of this Agreement (the "Term") will commence on the Effective Date and continues until terminated by either Party, or expires, in accordance with its terms.
(b) Order Terms. The initial term of each Order will commence on the Order Date and continue for the period set forth in such Order or, if no period is specified, for one year from the Order Date (each the "Initial Order Term" for such Order). Following the Initial Order Term, each Order will automatically renew for successive 12-month periods (each an "Order Renewal Term" for such Order), unless either Party provides written notice of non-renewal at least 30 days prior to the expiration of the Initial Order Term or Order Renewal Term, as applicable. HRMXGO will send Customer's Administrator a renewal reminder by email at least forty-five (45) days before the end of each Initial Order Term and Order Renewal Term, stating the renewal date, the Subscription Fees that will apply to the Order Renewal Term (including any adjustment under Section 11.1(c)), and how to give notice of non-renewal under Section 13.3. Where Customer gives timely notice of non-renewal, Customer's right to access and use the HRMXGO AI Platform continues until the last day of the then-current Initial Order Term or Order Renewal Term, and no refund of Subscription Fees is due in respect of that period.
(c) Fee Adjustments on Renewals. Notwithstanding the Subscription Fees stipulated in an Order, HRMXGO reserves the right to increase the Subscription Fees for each Order Renewal Term upon at least 60 days' notice to the Customer (and any applicable Order will be deemed to be amended accordingly); however, any such annual increases to Subscription Fees will not exceed 10%, unless there has been a change that materially alters the functionality, features, or scope of the HRMXGO AI Platform (and/or the services HRMXGO is providing to the Customer in relation to the HRMXGO AI Platform). Notwithstanding anything to the contrary in this Agreement, (i) if the number of Customer's Users for an Order Renewal Term is lower than in the prior Order term, the Subscription Fees for the Order Renewal Term will be recalculated for the reduced number of Users at the per-User rate stated in the Order (or, if the reduced number of Users falls within a different pricing tier, at HRMXGO's then-current list rate for that tier), and the 10% cap applies to the per-User rate; and (ii) if Customer requests a manual renewal process rather than the automatic renewal set out in section 11.1(b), then the 10% cap on annual renewal increases will not apply and HRMXGO may price the renewal at its then-current list rates, provided that HRMXGO states the renewal Subscription Fees in writing before Customer accepts the renewal.
(d) Relationship. Termination of an individual Order does not terminate this Agreement; however, if this Agreement is terminated, all active Orders terminate simultaneously. If all Orders have expired or been terminated, (i) either Party may elect to terminate this Agreement immediately upon written notice, or (ii) the Agreement will be deemed to expire after 6 months following the expiration or termination of the last active Order.
11.2. Termination.
(a) Either Party may terminate this Agreement for the other Party's material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other Party first cures such breach, or effective immediately if the breach is not subject to cure. If Customer terminates under this Section 11.2(a) for HRMXGO's uncured material breach, Section 3.4(b)(ii) applies.
(b) Customer may terminate this Agreement, or any Order, for any reason or for no reason by giving 30 days' prior written notice to HRMXGO; provided, however, that if Customer terminates for convenience under this section, Customer remains obligated to pay all Subscription Fees owed for the remainder of the then-current terms, all of which Subscription Fees will become immediately due and payable in full (if not already pre-paid), and no refund will be due under Section 3.4.
11.3. Effects of Expiration or Termination. Upon expiration or termination of this Agreement for any reason, Customer will cease all use of the HRMXGO AI Platform immediately, and delete all copies of the Documentation in its possession or control. HRMXGO's obligations on expiration or termination are set out in Section 4.5.
11.4. Survival. The following will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay Subscription Fees incurred or accelerated before or upon termination, including under Section 11.2(b); (b) Sections 4.2 (Data Ownership), 4.3(d) (Compelled Disclosure), 6 (IP & Feedback), 7 (Confidential Information), 8.4 (Disclaimers), 9 (Indemnification), 10 (Limitation of Liability) and 13 (Miscellaneous); (c) Sections 4.5 (Return and Deletion of Customer Data), 4.6 (Security Incident Notification) and 4.7 (Roles of the Parties; Data Processing Agreement), for so long as HRMXGO retains any Customer Data; and (d) any other provision of this Agreement that must survive to fulfill its essential purpose.
12. BETA FEATURES.
12.1. The terms in this Article 12 apply to any Customer use of the HRMXGO AI Platform involving product features, product functionality, or other services that HRMXGO makes available to Customer that are not generally made available to HRMXGO customers and/or are designated as "beta", "pilot", "preview", "early access", "test", or any similar designations (collectively, "Beta Features").
12.2. Unless otherwise indicated in an Order:
(a) Beta Features offered initially at no charge to the Customer may be subject to additional fees or charges upon the expiration of any free period term set forth in an applicable Order (or, if there is no stipulated period term in an Order for such Beta Features, upon 15 days' notice);
(b) HRMXGO reserves the right to discontinue or modify its provision of any Beta Features to the Customer at any time, with or without notice;
(c) Section 2.3 (Support and Updates) and Sections 8.1 and 8.2 (HRMXGO Warranties) do not apply to Beta Features, which are provided "AS IS" with no warranty of availability or error-free operation, and HRMXGO disclaims any liability related to those provisions for Beta Features, except to the extent they apply to the underlying HRMXGO AI Platform. Article 4 (Data, Security & Privacy), including Section 4.3 (HRMXGO's Data Security), and Article 7 (Confidential Information) apply in full to any Customer Data processed through a Beta Feature. Subject to those Articles, Customer's sole and exclusive remedy for any claim related to the Beta Features will be limited to cessation of use of such Beta Features;
(d) Notwithstanding subsection 12.2(c), HRMXGO's liability under Section 10.1(a) respecting Beta Features is subject to a maximum cumulative and aggregate cap of ten thousand United States dollars (USD $10,000); Sections 10.1(b) and 10.1(c) apply to Beta Features in the same way as to the rest of the HRMXGO AI Platform; and
(e) Customer agrees that any suggestions, recommendations, or Feedback provided regarding Beta Features may be used by HRMXGO for any purpose, without any obligation to the Customer.
13. MISCELLANEOUS.
13.1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may legally bind the other.
13.2. Sole Contracting Party. Customer, as the signing entity, is the sole contracting party and the only person entitled to bring, enforce, or settle any claim against HRMXGO under this Agreement. No Affiliate, User, or other party is a party to or intended beneficiary of this Agreement, and any protection extended to them may be enforced solely by Customer.
13.3. Notices. HRMXGO may give notices under this Agreement by email to the email address of Customer's Administrator and to any other contact email address stated in an Order, and such notices will be deemed received 24 hours after they are sent unless the sender receives an automated delivery-failure message. Customer may give notices under this Agreement by email to [email protected] (or, for notices concerning Personal Data, privacy requests or the DPA, to [email protected]), and such notices will be deemed received 24 hours after they are sent unless the sender receives an automated delivery-failure message. Either Party may update its notice address by notice to the other. Notices of breach, termination or non-renewal must state the section under which they are given.
13.4. Force Majeure. No delay, failure, or default (other than a failure to pay fees when due) will constitute a breach of this Agreement to the extent caused by reasons or factors beyond the performing Party's reasonable control, including acts of war, terrorism, hurricanes, earthquakes, epidemics, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders, failures of the internet, failures of third-party hosting services or of Third Party LLM services that persist despite HRMXGO's use of commercially reasonable fallback measures, or other similar causes. For clarity, the unavailability of a single Third Party LLM is not a force majeure event where another Third Party LLM configured for the HRMXGO AI Platform remains available to provide the affected functionality; it is a force majeure event only if all Third Party LLMs configured for that functionality are unavailable for reasons beyond HRMXGO's reasonable control. If a force majeure event prevents HRMXGO from providing the HRMXGO AI Platform for more than thirty (30) consecutive days, either Party may terminate the affected Order on written notice, and Section 3.4(b)(iii) will apply.
13.5. Assignment & Successors. Neither Party may assign this Agreement or any of its rights or obligations without the other Party's prior written consent, except that either Party may assign this Agreement in its entirety, on written notice to the other, to an Affiliate or to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets or of the business to which this Agreement relates, provided that Customer may not assign to a competitor of HRMXGO without HRMXGO's consent. Any purported assignment in violation of this Section 13.5 is void. This Agreement binds and benefits the Parties' permitted successors and assigns.
13.6. Severability. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
13.7. No Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
13.8. Governing Law and Venue.
(a) This Agreement, and any dispute, claim or controversy arising out of or relating to this Agreement or the Services (whether in contract, tort, statute or otherwise), will be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States of America applicable therein, without regard to any conflict-of-laws principles that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as enacted in any jurisdiction, do not apply to this Agreement.
(b) Subject to Section 13.9 (Dispute Resolution), each Party irrevocably submits to the exclusive jurisdiction of the state courts located in San Mateo County, California and the United States District Court for the Northern District of California for (i) any application for injunctive or other equitable relief permitted under this Agreement, (ii) the enforcement of any arbitral award, and (iii) any Dispute that is finally determined not to be subject to arbitration. Each Party waives any objection to venue in those courts on the grounds of inconvenient forum or otherwise.
(c) Nothing in this Section 13.8 deprives Customer of the protection of any provision of law that applies in Customer's jurisdiction and cannot be excluded or varied by agreement, including Privacy/Security Laws applicable to Customer and, for a Customer established in Quebec, the mandatory provisions of the Civil Code of Quebec and of Quebec's Act respecting the protection of personal information in the private sector.
(d) All fees, caps, and other monetary amounts referred to in this Agreement or in any Order are stated and payable in United States dollars unless the Order expressly states another currency.
13.9. Dispute Resolution.
(a) In the event of any dispute, controversy, or claim between the Parties (each a "Dispute"), each Party will first appoint a senior management representative to seek resolution. These designated representatives will engage in good-faith negotiations for at least 30 days to settle the Dispute.
(b) If no resolution is reached during this period, either Party may refer the Dispute to confidential, binding arbitration before a sole arbitrator, and must do so instead of court litigation if it chooses to pursue the Dispute in formal legal proceedings, except as permitted by Section 13.9(f). The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, if the Parties so agree in writing, by the American Arbitration Association under its Commercial Arbitration Rules), as in effect on the date the arbitration is commenced. The seat of the arbitration will be San Francisco, California, United States of America. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 13.9. For a Customer whose principal place of business is in Canada, the Parties agree that this Section 13.9 is an international commercial arbitration agreement, that the award may be recognized and enforced in Canada under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958) and the applicable federal or provincial international commercial arbitration legislation, and that the references to the Federal Arbitration Act apply to the extent that Act governs.
(c) The sole arbitrator will be appointed in accordance with the rules of the administering institution and will, where reasonably available, have experience in commercial disputes involving software-as-a-service or artificial-intelligence technology.
(d) The Parties will share the fees of the administering institution and the arbitrator equally, and each Party will bear its own legal fees and costs, unless the arbitrator determines otherwise in the award. The arbitration will be conducted in English and, to the extent practicable, by video conference. The award will be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction, including the courts referred to in Section 13.8(b).
(e) The Parties agree that any arbitration will be conducted in their individual capacities only, and not as a class action, private attorney general action or other representative action, and each Party waives any right to a trial by jury to the fullest extent permitted by law. If applicable law requires that consumer arbitration rules or minimum standards apply to a Customer that is a sole proprietorship, the JAMS Consumer Arbitration Minimum Standards will apply to the extent required, and the remainder of this Section 13.9 will continue to apply as modified by them.
(f) The foregoing provisions will not limit the ability of a Party to seek provisional, injunctive or other equitable relief from the courts referred to in Section 13.8(b), or from an emergency arbitrator under the applicable rules, pending the outcome of the arbitration.
13.10. Conflicts. In the event of any conflict between this Agreement and any other HRMXGO policy posted online, the terms of this Agreement will govern, except that the DPA prevails to the extent provided in Section 4.7(c). As between any Order and this Agreement, the Order will take precedence to the extent of any conflicting or inconsistent terms.
13.11. Technology Export. Customer will not, and will not permit any User or third party to, access, use, export, re-export or transfer the HRMXGO AI Platform or any software provided by HRMXGO in violation of the export control or economic sanctions laws of the United States or of any other applicable jurisdiction, including to or for the benefit of any person or destination subject to a United States embargo or sanctions program. Each Party represents that it is not, and is not owned or controlled by, a person on any United States or applicable sanctions list.
13.12. Entire Agreement. This Agreement (along with all Orders and the DPA) sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications. Any other terms or conditions included in, attached to, or referenced by any Customer purchase order, whether issued, accepted, signed, or otherwise acknowledged before or after this Agreement is signed, are superseded by this Agreement or any Order to the extent of any conflict or inconsistency.
13.13. Supplementary Terms. The Parties may supplement the terms of this Agreement at any time by signing a written addendum, which will be deemed incorporated into this Agreement by this reference upon execution of such an addendum. The terms of any addendum will control any conflicting terms in this Agreement or an Order. Unless expressly stated otherwise in an applicable addendum, all addenda executed between the Parties will co-terminate upon the expiration or termination of this Agreement.
13.14. Amendments.
(a) Terms of Service: HRMXGO may amend this Agreement from time to time by posting an amended version at its website and giving notice of the posting to Customer under Section 13.3. The amendment will become effective on the earlier of (i) Customer's express acceptance of it by its Administrator, and (ii) the date thirty (30) days after the notice (the "Proposed Amendment Date"), unless Customer first gives HRMXGO written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer's next Order Renewal Term following the Proposed Amendment Date (unless Customer first terminates this Agreement pursuant to Article 11, Term & Termination). Customer's continued use of the HRMXGO AI Platform following the Proposed Amendment Date or the effective date of an amendment will confirm Customer's consent to it. Notwithstanding the foregoing, where Privacy/Security Laws applicable to Customer require Customer's express consent to a change (including an amendment that materially expands the purposes for which HRMXGO processes Personal Data, or that introduces a new subprocessor resulting in the processing of Personal Data in a country where it was not previously processed), that amendment will not apply to Customer until its Administrator expressly accepts it, and Customer's continued use alone will not constitute acceptance. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each Party.
(b) Privacy Policy: HRMXGO may revise its privacy policy at any time by posting a new version of it at its website, and such new version will become effective on the date stated in it; provided that if a revision materially reduces the rights or protections of Customer, its Administrator or its Users under the privacy policy, HRMXGO will give notice by email to the Administrator (and to any account holders concerned) at least thirty (30) days before the revision takes effect, and Customer may reject the revision by written notice within that period, in which case Section 13.14(a) applies as if the revision were an amendment to this Agreement.
13.15. Language. The Parties have expressly requested and agreed that this Agreement, the DPA, each Order and all documents and notices relating to them be drawn up in the English language. Les parties ont expressément demandé et convenu que la présente convention, l'entente de traitement des données, chaque bon de commande ainsi que tous les documents et avis qui s'y rattachent soient rédigés en langue anglaise. If Customer is established in Quebec, HRMXGO will provide a French version of this Agreement and the DPA on request, and Customer's acceptance of the English version confirms its express wish to be bound by the English version to the extent permitted by the Charter of the French Language.