EULA

HUMANGO, INC.
ONLINE TERMS OF USE AND SOFTWARE LICENSE AGREEMENT
Updated May 21, 2021

Welcome and thank you for your interest in Humango, Inc. (hereafter “Humango” or “our,” “we,” or “us”) and our Products. This Online Terms of Use and Software License Agreement, along with our Privacy Policy, (collectively “Terms”) reflects your agreement with us regarding proper and authorized Use of:

our Sites, including without limitation, https://www.humango.ai, and
any of our Products, including without limitation, our Humango™ software application
(hereafter collectively “Products”).

OUR TERMS ARE A BINDING LEGAL AGREEMENT. PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY ACCESSING OR SUBSCRIBING TO OUR PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY OUR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR SUBSCRIBE TO OUR PRODUCTS.

Abuse of our Terms will not be tolerated. Objectionable User Content (defined below) or abusive users may be barred from using our Services in our sole discretion.


Evaluation License
Definitions
Changes to Terms
Products
Sites
Accounts and Registration
License
License Limitations
User Content
Release: User Content
Payments
Fees
Hardware and Devices
Limited License to Humango
Bugs/Errors
Audit/Monitoring Rights
Eligibility
Linked Accounts
Updates
Client Representations and Warranties
Assignment of Improvements
Refusal of Service/Right to Terminate
Copyright
Trademarks
Intellectual Property Violations
Relief for Breach
Business Partners
Links/Third-Party Products
Representation of Condition
Electronic Communications
Indemnity
Disclaimers and Limitations on Liability
U.S. Government Restricted Rights/Export Restrictions
Choice of Law/Applicable Laws
Notices
Confidentiality
General Terms
Appendix A

Evaluation License.

These Terms, including our Disclaimers and Privacy Policy, apply equally to any evaluation license or free trial period. If you are Using our Products for testing purposes, for evaluation purposes, or under a free trial period, your Use of our Products is only permitted for the stated limited time period. Such evaluation or free trial period is provided “AS-IS” without indemnification, support, or warranty of any kind, expressed or implied.

Definitions.



“Affiliate,” means, for so long as one of the following relationships is maintained, (i) any corporation or other business entity owned by, owning, or under common ownership with another entity to the extent of more than fifty percent (50%) of the equity (or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction), (ii) a business entity that has the power to vote on or direct the affairs of another entity, or (iii) any person, firm, partnership, corporation or other entity actually controlled by, controlling, or under common control of another entity.      

“Business Partners” are individuals or companies with whom we enter into agreements to provide services to assist with maintaining our Products, processing payments, analyzing traffic, providing coaching, and/or communicating with Clients.
 
“Claim” means any disagreement, controversy, dispute, demand, cause of action, litigation, or other legal or equitable proceeding, whatsoever.

“Client” or “User” or “You” or “Your” means the individual or entity Using our Products. If an entity or business, this terminology includes your owners, partners, officers, directors, managers, employees, agents, independent contractors, heirs, personal representatives, and authorized assigns. In the event “Client” references multiple individuals or employees, all references to “you,” “your” or “Client” include all such individuals. If multiple entities are listed as “Client,” such Clients will be jointly and severally liable for any and all Claims made and/or indemnification requirements detailed herein. Client may be referenced as Licensee in Appendices; which terminology shall have equal force and effect.

“Derivative Work” has the meaning provided by the U.S. Copyright Law as amended from time to time.

“Humango” or “Humango, Inc.” includes our parents, affiliates, subsidiaries, licensors, successors, and assigns.
 
“Information,” means any materials on our Site(s) and contained within our Products, whether text, audio, visual, or audio-visual, including without limitation, documentation regarding Use of our Products and tutorials, whether provided by us, third parties, or Clients.

“Intellectual Property” means rights in and to any and all intangible and industrial property, including, without limitation, all patents, patent applications, trademarks, trade dress, copyrights, Confidential Information, including trade secrets, and Derivative Works and improvements to any such property. By way of example, and not limitation, Intellectual Property includes (i) all designs, specifications, processes, techniques, technology, drawings, designs, strategies, methodologies, presentations, prototypes, computer programs, models, marketing plans, and inventions that are the result of creativity, (ii) proprietary information or Confidential Information, trade secrets, ideas, concepts, and know-how, and (iii) publicity and privacy rights, all of (i), (ii) and (iii) in any form or format and whether or not registered or registrable, and including all rights to related applications and registrations. Without limiting this definition, and by way of example, Humango’s Intellectual Property includes our Humango™ mobile application (“App” as defined in Appendix A), our trademarks, our Site content, and advertising.

“Jurisdiction” for any Claims related to these Terms or the subject matter herein means the county in which Humango has its principal place of business and/or the U.S. District Court located closest to Humango’s principal place of business (and in the same state) should U.S. Federal laws apply.

“Law” or “Laws” means all applicable federal, state, and local statutes, rules, regulations, ordinances, and related case law.

“Linked Account” means an account that you may have with a third-party social networking service, e.g., Facebook, Twitter, and/or Google, from which account you are able to link to any of our Products.

“Personal Data” is defined differently depending on where you reside. If you reside in the United States, to the extent appropriate under applicable Laws, Delaware Law controls in these Terms and is defined as follows (Pursuant to Delaware law): “Personally identifiable information” or “Personal Data” means any personally identifiable information about a user of a commercial internet website, online or cloud computing service, online application, or mobile application that is collected online by the operator of that commercial internet website, online service, online application, or mobile application from that user and maintained by the operator in an accessible form, including a first and last name, a physical address, an e-mail address, a telephone number, a Social Security number, or any other identifier that permits the physical or online contacting of the user, and any other information concerning the user collected by the operator of the commercial internet website, online service, online application, or mobile application from the User and maintained in personally identifiable form in combination with any identifier described in this paragraph. In the event you are located in the European Union/European Economic Area (“EU/EEA”) or elsewhere in the world, Personal Data will be defined by the applicable Laws where you reside, however, these Laws shall not over-ride Jurisdiction or any other of the rights and obligations contained in these Terms.

“Products” means any and all offerings from us to you, including without limitation, our Sites, Information on such Sites, merchandise, devices, any and all downloadable or cloud-based software or applications, and any maintenance, installation, help-desk, support services, and other Products we may offer or provide at any time via subscription or otherwise. Wherever referenced, Products includes “App” as defined in Appendix A to the extent applicable.

“Regular Business Hours” means Monday through Friday, 8am to 5pm (using Humango’s time zone), excluding U.S. national holidays, including, without limitation, the U.S. holidays: New Year’s Eve, New Year’s Day, Martin Luther King Jr.’s Birthday, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day after Thanksgiving, and Christmas Day.

“Site(s)” or “Website(s)” means https://humango.ai and all pages associated with this domain, and any other Humango Internet websites or our Affiliates’ Internet websites, excluding User Content.

“Transfer” means any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, Transfer by request, devise or descent, or other disposition of any kind, including, but not limited to, Transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of Law.

“Use,” “Using” or “Used”, as to our Products, means accessing, viewing, displaying, downloading, or operating Humango™ Products for their intended purposes on a single computer or device by an authorized Client. “Use” includes transmitting our software Products, in whole or in part, to hardware to process information contained therein. Use does not permit further Transfer without our written authorization. In the event you are an employer, school, club, tribe, or group and multiple authorized devices are licensed, Use also includes your employees, students, or members downloading, viewing, and accessing our Products.

“Use Rights” as relating to our licensed rights concerning User Content means a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to Use, re-Use, publish, re-publish, host, store, Transfer, display, perform, reproduce, modify, and distribute materials identified, in whole or in part, in combination with other information, in any form, media channels, and formats now known or hereafter developed without further compensation.

“User Content” means any information or material in any form or format, whatsoever, uploaded to our Products or any portion thereof, by a Client. Examples include, but are not limited to, profile information, photographs, images, and videos, workout goals and history, health and fitness information, training plans, training data, and messaging within the Products.

Defined terms in the singular form shall have the same meaning as terms utilized in the plural form.

This Article 2, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.



Changes to Terms or Products.
 
We reserve the right to change our Terms, our Products, and our other policies and agreements at any time in our discretion. We reserve the right to stop offering our Products at any time. The most current version of our Terms is available on this page of the Site and shall replace all previous versions. Any revision will have a new “Updated on” date at the beginning of these Terms. Your only recourse, if you disagree with our Terms is to discontinue your Use of our Products.
Where appropriate, you will be notified of changes to these Terms by e-mail or when you next access or Use our Products. The new Terms may be displayed on-screen, and you may be required to read and accept the updated Terms.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

Products.

We will use industry-standard procedures to provide and maintain our Products. We cannot make any promises that Products will be uninterrupted or error free. Please consult our Disclaimers. Products may include, without limitation and by way of example only:

Access to https://www.humango.ai and all related pages,
Client access to Cloud-based software as a service and/or downloadable software, and mobile applications,
Client Support Services during Regular Business Hours,
a subscription-based license to software Apps, and
Merchandise we may sell.

We may decide to stop offering or supporting Products. In this event, you may continue using any downloaded software application(s) to the extent such Apps continue to function, but we shall have no obligation to maintain, support, or update those discontinued Products.

 Sites.

Our Sites are merely informational in nature. We may make changes to our Sites at any time without notice to you, however, we make no commitment to update the Sites for any reason. Any changes or failure to make updates shall not be considered evidence of improper action, a breach of these Terms, or grounds for an actionable Claim, including attorneys’ fees and costs, against us in any manner. In addition, Information on the Sites may be out of date, inaccurate, incomplete, or contain errors or omissions. Further, the Sites shall not form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.

Information published on our Sites may refer to Products that are not available in your location.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

Accounts and Registration.

Certain Site features do not require an account. You may be required, however, to register for an account to Use our Products. When you register for an account, you may be required to provide us with some Personal Data. You agree that the Personal Data you provide to us is accurate and that you shall keep it accurate and up-to-date. When you register, you may be asked to create a User name and/or password. If so, you are solely responsible for maintaining the confidentiality of your login information. You agree to accept responsibility for all activities that occur under your account. You may not use anyone else’s User name, password, or account at any time. We cannot and shall not be liable for any loss or damage arising from your failure to comply with these obligations. If you are an employer, school, club, or group, you are responsible and liable for any misuse of our Products by others on your behalf, including without limitation, Affiliates, employees, independent contractors, students, members, and volunteers, as well as for any loss or damage arising from the acts or omissions of such persons.
 
Our Products may also request additional Personal Data such as health and fitness information, training plans and goals, training data, and you may upload images and videos, and message other Users. This information belongs to you. Please consult our Privacy Policy for more information on the information we collect, how this Personal Data is maintained and protected.

We may need to change your chosen User name in certain circumstances, e.g., if another User has already selected your chosen User name.

License.

Subject to these Terms and advance payment of any required Fees, we grant you, the Client, a personal, terminable, worldwide, non-exclusive license only for you to (a) Use our Products for their standard and intended purposes, and to (b) print reports and/or make copies of screen shots of reports as are available through our Products.  

License Limitations.

We retain all Intellectual Property contained in or related to our Products. Any unauthorized use of our Products, in whole or in part, may violate Intellectual Property and other applicable Laws.

Whether or not you are a Client, we do not grant any further license to access, copy, reproduce, modify, prepare, or create Derivative Works of, publicly display, publicly perform, sublicense, Transfer, assign exploit, or distribute our Products in any manner whatsoever.

For clarity, you agree, warrant, and represent that you will not, without our prior written permission,

Use any of our Products except as permitted in these Terms,

Copy, modify, improve, revise, or create Derivative Works based on our Products,

Download or scrape or copy content from our Sites or Products,

Reverse assemble, compile, disassemble, re-engineer, or reverse compile Products, in whole or in part,

Sub-license or distribute any of our Products except as authorized herein,

Remove any or our Intellectual Property ownership or management information from our Products, including, without limitation, patent, trademark, copyright, and/or other restricted rights notices,

Access or Use our Products for any illegal purpose whatsoever, or in violation of applicable Laws,

Post, upload, or distribute any User Content that violates a third party’s legal rights, is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate,

Interfere with our Products or any third party’s Use of our Products in any manner,

Make unsolicited offers or advertisements to other Clients,

Attempt to collect Personal Data, including without limitation, User Data, about or from other Clients or third parties without their consent,

Circumvent, remove, alter, deactivate, degrade, or thwart any of our content protections,

Frame or utilize any framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) displayed on our Products without our express written consent,

Purchase search terms or use any metatags or any other "hidden text" utilizing our name or trademarks without our express written consent,

Attempt to hide your identity, or

Use any robot, spider, automated technology, device, or manual process to monitor or copy our Products or use any of the same to interfere, or attempt to interfere, with our operations.
 
Nothing in these Terms should be construed as conferring by implication, estoppel, or otherwise, any license or right to you to any Humango™ Product or any third-party Intellectual Property except as specifically granted herein.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

User Content.

User Content is uploaded by you and is not reviewed or monitored by us. We do retain a backup of your User Content. Some User Content may be automatically recorded by our Products such as training time and heart rate. You are solely responsible for any User Content you upload or that is automatically recorded and hold us harmless, and indemnify us, for any liability, including attorneys’ fees and costs and any amounts paid in settlement, arising from or related to your User Content, whatsoever.

Any views or opinions expressed in any User Content do not necessarily state or reflect Humango’s views or opinions.

Your sole and exclusive remedy for any loss or damage to User Content, other than loss to a third party that is directly caused by our grossly negligent or willful misconduct, will be for us to use commercially reasonable efforts to replace or restore the lost or damaged data from the latest backup of such data that we have maintained in accordance with our standard archival/backup procedures.

While you are a Client of our software services, you may request, not more than once per three (3) month(s), a then-current copy of User Content in an industry-standard format, which will be provided and charged at our then-current hourly rates.  

This Article, including all subsections, except for your ability to request a copy of your User Content, shall survive termination of your Use of our Products and any other agreement you may have with us.

Release: Anonymized User Content.

You hereby release, discharge, and agree to save Humango harmless from any liability whatsoever for any Claims, including attorneys’ fees and costs and any amounts paid in settlement, by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in our use of anonymized User Content or in any subsequent processing thereof, as well as any publication thereof, including, without limitation, any Claims for libel, false light, or invasion of privacy. If you share User Content with third parties, we cannot take any responsibility for third-party use of that User Content you share. You hereby hold us harmless and indemnify us from any third-party use of User Content you share. Please review our Privacy Policy for how we maintain the privacy of your Personal Data.

This Article shall survive termination of your Use of our Products and any other agreement you may have with us.

Payment.

We may, now or in the future, allow you to make payments (collectively “Payment”) to us for our Products. You agree that we may bill charges through the Payment method specified in your account or as otherwise specified by you, for example, a credit card. You authorize such credit card account to pay any amounts so paid, donated, or contributed by you, and authorize us and our authorized payment processor to charge all sums described and authorized to such credit card account. You agree to provide us, or our Business Partners who process your Payment, with updated information regarding your credit card account upon our request and any time the information earlier provided is no longer valid. We enter into agreements with third-party processors requiring Personal Data to be maintained as confidential. To the extent we have knowledge of any request for disclosure of your Personal Data relating to Payments to a governmental authority or legal process, we will notify you at your last-known address.

Fees/Charges.
 
Fees due and/or paid to us are NONREFUNDABLE.
 
Fees for our Products may include device charges, delivery charges, monthly or annual Use charges (per logon ID), support or maintenance charges, installation charges, and related expenses (collectively “Fees”). We will invoice you for Fees on a package-basis or annually, depending on the subscription you have selected. Fees incurred shall continue to be due and owing, regardless of termination.

All Fees due and owing must be paid at the time you request a subscription to, or download, our Products as well as when you renew that subscription. This includes any one-time download Fee charges through our Business Partners.
 
Payment for any merchandise or devices is due upon receipt of our invoice to you. No Products will be delivered without advance payment of all Fees and related expenses.

Client is responsible for any conversion charges to U.S. Dollars (“USD”).

When you renew your subscription, whether manual or automatic, you have thirty (30) days from the date of renewal to contest any Humango subscription Fee. If not contested within this time, you waive any right to contest the Fees invoiced.
 
Failure to pay any undisputed Fees when due may, at our option, result in termination of all services and/or access to our Products upon ten (10) days written notice to you.

Upon termination for nonpayment or termination for any other reason other than our breach of these Terms, we will have no obligation to provide a back-up of any User Content to you.
 
In the event of a Claim as to any Fees due, either you or Humango may terminate your license to use our Products, effective immediately on receipt of notice.

At our option, we may charge interest on late payments at the rate of 1% each month, compounded monthly.
 
In the event a final order issues favor of us regarding any Claim, late payment and interest charges will be added to the amount ordered to be due to us, calculated from the date the disputed Fees should have been originally paid. Late payment and interest will not accrue for disputed Fees for which a final order issues in your favor.
 
You are responsible for all our collection charges and expenses, including, without limitation, attorneys’ fees and costs and any amounts paid in settlement.
 
We may increase Fees in our sole discretion. You will receive ninety (90) days’ notice of any Fee increase.

In the event of a Claim as to the Fees due to Humango, (i) all monies agreed upon will be paid pursuant to these Terms; and (ii) within three (3) days of receipt of any notice to cure or other Claim, all disputed Fees (in USD) will be placed by Client in an interest-bearing escrow account with JP Morgan Chase & Co. Bank, or its successor bank, until the Claims can be resolved. Bank charges and any interest on the escrowed funds will be apportioned as determined by the parties’ resolution or a final judgment. Bank charges, if any, on the monies in the account will be apportioned to the party not entitled to that money as determined by the parties’ resolution or a final judgment.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

Merchandise.

If merchandise or devices other than our downloadable software (“Merchandise”) purchased or licensed from us are not performing as expected, please contact us at info@humango.ai or by telephone at (877) 516-9373 or (303) 865-3140. If we are unable to resolve the performance issues, we may, but are not required to, issue a Return Material Authorization (RMA).

Do not return Merchandise to us without an RMA. We will not accept delivery of a returned Merchandise without a Humango assigned RMA number.
 
Replacement Merchandise issued in response to an RMA will be shipped, FOB, within 72 hours of our receipt of the defective Merchandise.
 
If we are unable to replace defective Merchandise, you will be issued a service credit for the value of the return.
 
Restocking fees will be charged for any Merchandise returned with an RMA. For leased or rented Merchandise, the full deposit and any activation fee will be charged on all returned Merchandise. Restocking fees are not refundable and are only applicable provided the subject Merchandise is returned within thirty (30) days of original shipment. Any replacement or refund is subject to our evaluation of the returned Merchandise. Additional fees may apply for damaged Merchandise.

Limited License to Humango

User Content.

By uploading any User Content into, using any of our Products, or allowing our Products to record User Content, you hereby grant Humango a royalty-free, nonterminable, world-wide license to view, copy, report on, commingle, and otherwise access and use User Content (a) to provide Products requested by you, including reports, maintenance, troubleshooting, and updates without anonymizing or pseudonymizing that User Content, and (b) for any commercial, analytical, or statistical purpose, alone or in combination with other content, whatsoever, and in any form and format in our sole discretion as long as such User Content is anonymized or pseudonymized.

We will not aggregate, monetize, or otherwise use User Content for commercial, analytical, or statistical purposes in any manner that would allow third parties to associate such User Content with you without your prior permission.

Access to Client Environments.

While we may require access to your computer environment to provide Products to you, we will not remotely or on-site, access your computer or telecommunications systems without your authorization, unless such access is to permit us to perform regular agreed-upon maintenance or services. By way of example, a help desk call from you to us will be considered consent to access your systems.

Trademarks.

For Clients who are companies, schools, clubs, or groups who are purchasing multiple user login credentials to our Products for employees, students, or members, you hereby grant us a royalty-free, terminable, world-wide license to display your trade name and/or trademarks in our advertising and social media to demonstrate Clients for whom we provide Products unless you provide us with written notice that you do not wish to allow such use.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

Bugs/Errors.

We agree to (i) provide maintenance services to the extent errors or bugs are discovered, (ii) notify you of any material errors reasonably discovered, i.e., those errors that that would cause our Products to fail in their intended purposes, and (iii) if such errors are not capable of being repaired, we will reasonably provide notice to you. Your sole remedy for our failure to repair a material error is to stop Use of our Products and terminate your agreement with us. Failure to repair bugs or errors is not a breach of these Terms.

If we are unable to repair the Products, we may cease to offer such Products, which shall not be considered a breach of any agreement with you or subject us to any liability, whatsoever.

Audit/Monitoring Rights.

We reserve the right to monitor all Use of our licensed Products. Further, from time-to-time we, or our Business Partners, may audit your Use of our Products. In the event any audit reveals that licensed Products are being used contrary to these Terms, you will be responsible for the payment to us of:

Additional Fees consistent with your actual use of our Products,
Our costs and expenses in performing any such audit, and
Any damages we have incurred (a., b. and c., collectively, “Assessments”)

Any Assessments under this Article shall be without prejudice to any other rights and remedies we may have for breach of these Terms. Our decision not to perform an audit shall not relieve you of your obligations under these Terms.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us for two (2) years.

Eligibility.

You must be the age of majority in the jurisdiction in which you reside to purchase a subscription to our Products. If you are a minor, your guardian or parent must authorize any subscription. If you are a minor attempting to purchase a subscription, we will request a parent or guardian’s email for approval before providing you with login information. As a parent or guardian, if you authorize a subscription, you hereby agree to all our Terms on behalf of your minor child.

Clubs, schools, or social groups that may purchase a group subscription must certify that they have obtained parental or guardian consent for use of our Products by minors.

By agreeing to these Terms, you represent and warrant to us that: (a) you are the age of majority in your jurisdiction or are not under eighteen (18) if you reside in the U.S. or are a parent or guardian of a minor who Uses our Products and are competent to agree to these Terms; (b) you have not previously been suspended or removed from Using our Products; and (c) your Use of our Products is in compliance with any and all applicable Laws. If you are Using our Products on behalf of a company, school, club, or group, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization as well as others acting on behalf of all that organization.  

Linked Accounts.

We may, now or in the future, permit you to register for an account, share User Content with, or to log into Products through, certain Linked Accounts. By registering for, or logging into Products with a Linked Account, you agree that we may access and use any account information from the Linked Account that you have configured to be made available to third parties in this manner, and you agree to the Linked Account’s terms of use regarding your Use of the Site via the Linked Account. If you have reason to believe that your account is no longer secure, you must immediately notify us at info@humango.ai. You may alter our access permissions by changing the settings on your Linked Account. By altering such permissions, some of the features in the Humango™ App may not function as intended (e.g., social messaging features).

Updates.

You grant us permission to install upgrades, updates, and improvements to Products that are purchased, licensed, or leased from us in our sole reasonable discretion.

Client Representations and Warranties.

As a Client, you affirm, represent, and warrant that:

You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use User Content in order for us to exercise the licenses granted by you herein and in the manner contemplated by these Terms.

To the best of your knowledge, all User Content is true and accurate and transmission thereof to us does not violate any applicable Laws where you reside.

User Content does not and shall not: (i) infringe, violate, or misappropriate any third-party right, including Intellectual Property or proprietary right, (ii) slander, defame, harass, or libel any third party, or (iii) violate any applicable Laws.

If you are a Client, you will use all reasonable efforts as are standard in the industry to assist us in providing Products to you, including without limitation, making personnel, resources, and property available, at our request, during Regular Business Hours for purposes of setup, integration, and reasonable support, responding promptly to requests for information, providing us with any and all information in your possession or control to assist us in providing Products, and maintaining a reasonable level of self-reliance. Further, you are solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, personal wearable devices, and software to allow your Use of our Products. In addition, you agree to Use our Products in compliance with all operating instructions and procedures that we may provide and as may be amended from time to time in our sole discretion.

You will comply with all obligations in these Terms.

In addition to all other warranties and indemnifications in these Terms, you hereby indemnify and hold us harmless from liability, including attorneys’ fees and costs, related to your breach of the representations and warranties in this Article (including subsections).

This Article, except for Article 20a4, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.
 
Assignment of Improvements.

In the event you conceive of, create, or develop any Derivative Works, modifications, improvements, or revisions based upon or derived from our Products (collective “Derivative Works”), you agree:

To promptly notify us of any such Derivative Works, providing all appropriate information for us to develop and utilize such Derivative Works by contacting info@humango.ai, and

You hereby assign to us all rights, title, and interest in any such Derivative Works.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

Refusal of Service/Right to Terminate.

You may terminate your agreement with us at any time by stopping use of our Products. Payment of Fees is nonrefundable.
 
We may stop offering any or all of our Products at any time. If we voluntarily cease offering Products, your sole recovery shall be the reimbursement of Fees paid by you and received by us, on a pro-rata basis, for the time Products are completely unavailable for use by you.
 
You understand and agree that we have the right to refuse to provide Products to you or any other individual in whole or in part for any reason in our sole discretion. Such alteration in Products or refusal to provide Products shall not be a breach of these Terms or any other agreement with you and shall not subject us to any liability for Claims, including attorneys’ fees and costs, without limitation, even if you suffer damages.

Except for those Articles that survive termination, these Terms shall be binding for as long as you Use our Products or as otherwise agreed in any separate agreement.

If you, as the Client, fail to satisfy the Payment provisions, Confidentiality provisions, Intellectual Property provisions, or license limitations of these Terms, we shall have the right, to exercise at our sole discretion to immediately terminate our agreement with you (these “Terms”) without Cure Period.
 
Except for Article 22e, we will give you thirty (30) calendar days from your receipt of notice that you have breached these Terms to cure your breach (the “Cure Period”). If you fail to cure that breach, we may terminate your Use of our Products on the 31st day following notice of breach. You acknowledge and agree that we shall be entitled to seek any additional remedies available at law or equity for your breach of these Terms. If you breach these Terms a second time, no Cure Period will be offered and your subscription will be cancelled at the time we provide you with notice of your breach.
 
Termination, for any reason, will be effective on your receipt of a notice of termination. Fees due and owing will continue to be due, with the required interest payments, regardless of termination for any reason through and until the termination date.
 
This Article shall survive termination of your Use of our Products and any other agreement you may have with us.
 
Copyright.

Your unauthorized use of our Products, in whole or in part, may violate U.S. Copyright Laws, as well as other applicable Laws. You may not use our copyrighted materials, excluding your uploaded User Content, without our written permission.
 
No downloads of our Sites are permitted. Our Sites and all Information thereon are unpublished copyrighted works.

This Article shall survive termination of your Use of our Products and any other agreement you may have with us.

Trademarks.

We own the following trademark(s) and trade name(s) (“Marks”), whether registered in the U.S., elsewhere in the world, or utilized at common law:

Humango™

This list may not be complete and we may own additional Marks that are not listed herein. If you have questions about our Marks, please contact info@humango.ai. You may not use any of our Marks for any purpose without our written permission.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

Intellectual Property Violations

In the event you believe your Intellectual Property rights have been violated, whether or not you are a Client, please contact info@humango.ai and provide us with all of the following information:

Your, or your authorized agent’s, physical or electronic signature as the Intellectual Property owner,

Identification of the Intellectual Property claimed to have been infringed or, if multiple materials are infringed, identification of a representative list of such works, including a link to the original work and any registration certificates if available,

Identification and location of the infringing material on/in our Products,

Your contact information, including name, physical and email addresses and telephone number(s),

A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by you, as the Intellectual Property owner, your agent, or the Law, and

A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the Intellectual Property owner (if filed by an agent).

We require all of the above information. If you send us incomplete information, we will not be able to process your request. We will return your request, indicating what information is missing by checking one or more of the paragraphs detailed above.

Relief for Breach.

If you breach these Terms or violate our rights in any manner, we reserve all rights and remedies at law and equity. You agree that we may proceed with injunctive or other equitable relief without the necessity of posting a bond as may be available to prevent your breach and, in addition, may pursue an action to recover damages. By way of example and not limitation, if you have cloned or are using a clone of our Products, in whole or in part, or have intentionally or recklessly Utilized our Products in whole or in part for yourself or a third party, for any reason, you shall be liable for all damages incurred by us, any profits you have earned through such breach (without duplication), and you may be subject to an injunction to prevent further breach. We may also terminate your access to our Products, without reimbursement for Payments made to us, for any breach of these Terms.

This Article shall survive termination of your Use of our Products and any other agreement you may have with us.

Business Partners.

We may have agreements with other individuals or companies (“Business Partners”), which partners may change without notice. We do not grant you any rights to further use our Business Partners’ names or trademarks without our written permission. For information regarding Personal Data that may be shared with our Business Partners, please consult our Privacy Policy.

Links / Third-Party Products.

Any reference or link to another company, website, product, or service does not constitute or imply any ownership, sponsorship, endorsement arrangement, or any other relationship with us. We make no representation regarding these third parties and have no control over how third parties use information, their use of “Cookies,” or the safety of content on their websites. Please consult our Privacy Policy and the information regarding Linked Sites in that policy. Should you be directed to a third-party website, we disclaim any and all liability whatsoever (as more specifically detailed by our Disclaimers). Should you have any questions regarding these third parties or the information shared, please contact info@humango.ai.

Representation of Condition.

Use of our Products is as your sole risk. You understand and agree that Use of our Products involves some risk of injury. We recommend that you speak with a medical professional before beginning any exercise or training routine or regime or changing your diet. There is no substitute for good judgment. Do not train beyond your ability. Do not enter incorrect information into our Products as you may receive training schedules or workouts beyond your capabilities which could be injurious to you.

Analysis of your fitness condition and information provided by our Products is dependent on your mobile device. We make no representations or warranties regarding your mobile device or its functionality. If your mobile device sensor is not working properly, the data utilized by our Products may be incorrect. You agree not to hold us responsible or liable for any injury, damage, or incorrect data you receive through use of our Products.

You also understand that there are risks associated with online communications with others. Do not meet with anyone you do not already know. Do not meet anyone in any private, secluded location. Do not give money to someone you do not know. Do not share personal information (“Personal Data”) with anyone you do not know. If you believe you are in imminent danger, contact your local police or dial 9-1-1.

YOU HEREBY ASSUME ALL RISKS OF USE, WHATSOEVER, AND WAIVE ANY RIGHTS OF ACTION AGAINST HUMANGO, AS A RESULT OF ANY INJURY, DAMAGE TO PROPERTY OR PERSON, OR ANY CONDITION THAT MAY RESULT FROM USE OF OUR PRODUCTS, WHATSOEVER. FURTHER, YOU AND YOUR PERSONAL REPRESENTATIVES, ESTATE, HEIRS, SUCCESSORS, ASSIGNS, ATTORNEYS, INSURERS, AND ANY OTHER PERSONS ACTING ON YOUR BEHALF HOLD HUMANGO AND ITS BUSINESS PARTNERS HARMLESS, INDEMNIFY US, AND RELEASE US FROM ANY AND ALL CLAIMS, INCLUDING ATTORNEYS’ FEES AND COSTS, AND ANY AMOUNTS PAID IN SETTLEMENT, ARISING OUT OF ANY DAMAGE, LOSS, OR INJURY TO YOU OR THIRD PARTIES, YOUR FAMILY MEMBERS, HEIRS, PERSONAL REPRESENTATIVES, AND SUCCESSORS, WHETHER SUCH LOSS, DAMAGE, OR INJURY RESULTS FROM HUMANGO’S NEGLIGENCE OR FROM ANY OTHER CAUSE.
 
This Article shall survive termination of your Use of our Products and any other agreement you may have with us.

Electronic Communications.

For Site visitors or Clients located outside of the EU/EEA, by accessing our Sites and/or Using our Products or contacting us for further information, you consent to receiving our electronic communications. For visitors or Clients located within the EU/EEA, we will not contact you except as detailed in our Privacy Policy. All Clients and Site visitors will be provided with an option to opt out of communications from us in each communication.

You agree that any notice, agreements, disclosure, or other communications that we send to you electronically shall satisfy all legal communication requirements, including that such communications be in writing. Should you wish to opt out of e-mail communications, except for legal notices, please let us know by contacting info@humango.ai with “unsubscribe” in the subject line. We will remove your e-mail from our database for such e-mails within a reasonable time period. Notwithstanding, our delay in complying with your opt-out request shall not be considered a breach of these Terms.

Indemnity.

In addition to all other indemnification detailed in these Terms, you agree to hold harmless and indemnify us from and against any third-party Claims, including attorneys’ fees and costs and any amounts paid in settlement, arising in any way from (a) your acts or omissions that cause damage or injury to such third party, or (b) our use of User Content or third-party property, at your request or that you have uploaded into our Products, that violates that third party’s tangible property, Intellectual Property, or other rights.
 
Disclaimers and Limitations on Liability.

Statements detailed within our Products may be statements of future expectations and other forward-looking statements that are based on our current view and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those expressed or implied. Except as specifically detailed in our Terms, our Products shall not form the basis of, or be relied upon in connection with, any additional contract or commitment whatsoever.

HUMANGO™ PRODUCTS ARE PROVIDED TO YOU ON AN "AS IS" AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HUMANGO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EXPECTED OR INTENDED RESULTS, NON-INFRINGEMENT, THAT PRODUCTS WILL MEET YOUR REQUIREMENTS, THAT OPERATION WILL BE WITHOUT INTERRUPTION OR ERROR-FREE, OF SATISFACTORY QUALITY, OF QUIET ENJOYMENT, THAT ANY DEFECTS IN THE PRODUCTS WILL BE CORRECTED, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE IN TRADE. WE DISCLAIM ANY AND ALL LIABILITY FOR YOUR INABILITY TO USE OUR PRODUCTS FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, DEFECTS IN THE ACCURACY OR COMPLETENESS, DELAY OR FAILURE OF TRANSMISSION, NON-COMPATABILITY OF OUR PRODUCTS WITH OPERATING SYSTEMS AND THIRD-PARTY SOFTWARE ERRORS OR OMISSIONS, PROBLEMS WITH BUSINESS PARTNERS, BUGS, VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS.
 
FURTHER, WE MAKE NO WARRANTY IN RELATION TO THE AVAILABILITY, SUITABILITY OR ACCURACY OF OUR PRODUCTS OR IN RELATION TO AVAILABILITY, SUITABILITY OR MAINTENANCE OF THE SATELLITE SYSTEMS, HARDWARE, OR SERVICE PROVIDERS THAT MAY BE NECESSARY TO OPERATE OUR PRODUCTS OR TO TRANSMIT DATA TRANSMISSIONS. WE MAKE NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY TRANSMISSION OF A COMPUTER VIRUS, HACKING BY A THIRD PARTY, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY ADVERTISING, DISTRIBUTOR, RESELLER, OR ANY REPRESENTATIVE SHALL CREATE A WARRANTY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO OUR PRODUCT OR LOSS OF USER CONTENT THAT RESULTS FROM USE OF OUR PRODUCTS. THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, AIRCRAFT, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
 
WE HEREBY EXPRESSLY EXCLUDE AND DISCLAIM ANY LIABILITY FOR ANY DAMAGES OR CLAIMS, INCLUDING INJURY OR DEATH, AND ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, RELIANCE, EXEMPLARY OR PUNITIVE LOSS, DAMAGE, COSTS OR EXPENSES (INCLUDING LOSS OF INCOME, MEDICAL AND OTHER EXPENSES, LOSS OF GUIDANCE, CARE AND COMPANIONSHIP) WHICH MAY ARISE OUT OF OR IN CONNECTION WITH OUR PRODUCTS (INCLUDING ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE ANY SERVICES IN CONNECTION WITH SUCH PRODUCTS) OR ITS USE BY YOU OR BY ANOTHER PERSON WHETHER OR NOT AUTHORIZED TO USE OUR PRODUCTS.
 
You assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components caused by you or third parties or originating in your environment.

WE DISCLAIM ANY AND ALL LIABILITY REGARDING THE ACCURACY, QUALITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF THE REPORTS, DATA, SCORES, RESULTS, OR OTHER INFORMATION OBTAINED, GENERATED OR OTHERWISE RECEIVED THROUGH OUR PRODUCTS.

IN NO EVENT SHALL HUMANGO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHATSOEVER, WITH RESPECT TO OUR PRODUCTS PROVIDED OR THAT ARE OFFERED BY OR FROM THIRD PARTIES THROUGH US.  
 
IN THE EVENT PRODUCTS ARE ACCESSED, UTILIZED, PURCHASED, OR LICENSED FROM HUMANGO IN A JURISDICTION THAT DOES NOT PERMIT ALL OR A PART OF THESE DISCLAIMERS, THE MAXIMUM AMOUNT RECOVERABLE FOR ALL CLAIMS RESULTING IN A FINAL JUDGMENT, WHETHER BROUGHT AT ONCE OR SEPARATELY OVER TIME, SHALL BE RESTRICTED TO THE AMOUNT YOU ACTUALLY PAID FOR YOUR SUBSCRIPTION FOR THE TWO (2) MONTHS PRECEEDING WHEN THE CLAIM AROSE AND SUCH MAXIMUM RECOVERY SHALL ONLY BE AVAILABLE TO CLIENTS. This maximum recovery will include all costs and expenses, including, without limitation, your attorneys’ fees and costs and any amounts paid in settlement.  

THE LIMITATIONS IN THIS ARTICLE 32 SHALL APPLY TO ALL CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES, HOWSOEVER CAUSED, AND WHETHER FOR BREACH OF CONTRACT, IN TORT, BY WAY OF NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

U.S. Government Restricted Rights/Export Restrictions.

In the event our Products are being provided to the U.S. government or a quasi-governmental entity, the following applies:

SOFTWARE AND TECHNICAL DATA PROVIDED WITH RESTRICTED RIGHTS. Humango, Inc.’s Products have been developed at provide expense. If Humango, Inc.’s Products are used on behalf of a U.S. government agency or quasi-government agency, Humango’s Terms constitute the entire agreement between the government agency and Humango and are binding on government Clients.

You warrant and represent that you shall not export or transmit our Products or technical data to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without our prior written consent and, if required, the consent of the Bureau of Export Administration of the U.S. Department of Commerce or such other governmental entity as may have jurisdiction over such export or transmission. You agree to indemnify and hold us harmless from any Claims whatsoever, including, but not limited to, attorneys’ fees and costs or amounts paid in settlement, arising from your breach (directly or indirectly) of this Article.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

Choice of Law/Applicable Laws.

Unless otherwise agreed upon or specified herein, you agree that any legal problems or issues arising as a result of our Products are subject to the Laws of the State of Colorado, U.S.A., unless U.S. Federal laws apply, without giving effect to any principles of conflict of laws. Any dispute regarding Personal Data, however, shall be determined pursuant to Delaware law. Jurisdiction shall only be appropriate in the courts in the county in which Humango has its principal place of business or the U.S. District Court of Colorado over matters concerning Products, including without limitation, User Content and these Terms. Further, you and Humango expressly and irrevocably consent to the personal and subject matter jurisdiction and venue in these courts for any Claim made relating to these Terms and/or our Products. You also agree that, unless against the applicable Law in the Jurisdiction, in any Claim with Humango, you shall only assert Claims in an individual (non-class, non-representative) basis, and that you shall not seek or agree to serve as a named representative in a class action or seek relief on behalf of anyone other than yourself.

We administer our Products from our offices in Colorado, USA. We make no representation that our Products are appropriate or available for Use in your jurisdiction, and access to our Products from territories where its content is illegal is prohibited. If you choose to access our Products from outside the United States, you do so on your own initiative and are responsible for compliance with applicable Laws.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

Notices.

Any notice, request, demand, or other communication required under these Terms must be in writing and will be deemed sufficiently given (a) upon delivery if provided to either you or Humango when hand-delivered or mailed, postage pre-paid, with confirmation of delivery or (b) if Humango is providing notice to you, such notice is sufficient if provided to your email (with confirmation of delivery), or (c) if the notice is of the type that is for all Clients of our Products (e.g., a new Privacy Policy), notice shall be deemed sufficient and received if posted on our website and made viewable on each Client’s next login. All such notices will become effective on the date of receipt.  

Any notice to Humango should be provided to:
Humango, Inc.
Attention: Terms
210 Cactus Court
Boulder, CO 80304
USA

Questions or comments regarding these Terms may be sent to: info@humango.ai

Confidentiality.

We have invested significant time and effort and will, over the course of any agreement entered into between us, continue to invest time and effort in furtherance of our business, which effort has and will cause the production of various Trade Secrets (as defined by Colorado law) and other Confidential Information (collectively “Information”).

Information will be considered confidential and proprietary if it would reasonably be considered confidential under ordinary circumstances or is orally identified as such by the owner of such Information (“Owner”) to the other (“Recipient”). Recipient agrees to maintain Information as secret and will not use or disclose such Information to any third parties without the Owner’s written authorization except as permitted herein.

Notwithstanding, Information will include: your Personal Data, our patent applications before publicly available, our source code, object code, marketing procedures and methodologies, training materials and procedures, onboarding deliverables, if any, personnel information, customer and potential customer information, budgets, forecasts, and other financial information not generally made public.

Information will not be deemed to be confidential or proprietary which information Recipient can adequately demonstrate (i) is known to Recipient before disclosure by its Owner; (ii) is now or hereafter becomes part of the public domain without Recipient’s fault; or (iii) is disclosed to Recipient on a non-confidential basis by a third party under no legal disability to make such a disclosure. Disclosure of Information pursuant to this Article is not precluded if such disclosure is in compliance with a valid subpoena or order of a court or other governmental body of the United States or any political subdivision thereof; provided that if Recipient is so required to disclose, it will first give advance Notice to Owner of any such request for disclosure as promptly as is feasible in order that its Owner may, at its discretion, seek a protective order or such other appropriate remedy as that Owner deems necessary. Failing entry of a protective order, if Recipient is, in the opinion of its counsel, compelled to disclose the Information, it will disclose only that portion of the Information as is legally required without liability hereunder.

A Recipient will not be held criminally or civilly liable under any U.S. Federal or state trade secret law for disclosing Owner’s trade secret for the purpose of reporting or investigating a suspected violation of law, including a claim of retaliation for reporting a suspected violation of the law that is made (i) in confidence to a U.S. Federal, state, or local government official, either directly or indirectly, or to an attorney, as long as such disclosure is subject to a protective order or agreement to maintain confidentiality of the information; or (ii) is made pursuant to court order and filed under seal.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

General Terms.

Reservation of Rights. All licensed Products remain our exclusive property. We reserve all rights not expressly granted to you. Any license to our Products is non-exclusive and non-Transferrable.

Assignability. We may assign all or part of our rights under these Terms in connection with a merger, acquisition, asset sale, operation of Law, or otherwise without notice to you. You may not assign your subscription, agreement, login information, or rights under these Terms to third parties for any reason without our written consent. There are no third-party beneficiaries to these Terms.

Claims. In the event you have knowledge of any Claim made by a third party against you, or referencing you, and relating in any manner to our Products, you will promptly notify us. You will further assist us with all reasonable assistance in the defense of such Claim. No settlement shall be agreed upon without our involvement and approval.

Severability. If any provision of these Terms is held to be invalid, illegal, unenforceable, or in conflict with applicable Laws or public policy, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired and shall remain in full force and effect and the principals of Client, if any, and Humango (or a court of competent Jurisdiction) will endeavor to modify that clause in a manner that gives effect to the intent of Client and Humango.

Language. These Terms are to be construed in the American English language. Any translated copy provided is for convenience only. The American English language shall control in the event of any contradiction between the English language version and a translated version. Further, any Claim must be made and determined in the American English language.

Force Majeure. Humango will not be liable for any damages to you or to third parties for any delay or default in performance if such delay or default is caused by conditions beyond our control, including, but not limited to, acts of God, Government restrictions, regulations, Laws, or sequester, continuing domestic or international problems such as wars, threats of terrorism, or insurrections, strikes, fires, floods, work stoppages, embargoes, government closures, pandemics, or epidemics; provided, however, either you or Humango will have the right to terminate these Terms and any other agreement between us upon thirty (30) days prior written notice if our delay or default due to any of the above-mentioned causes continues for a period of two (2) months.

Construction. Any reference to “herein” shall refer to these Terms and not to a specific Article. Headings and fonts are for convenience only. Anything that cannot be done “directly” under these Terms may also not be accomplished, and shall be a breach of these Terms, if done “indirectly.” Any limitation on the Use of our Products or our tangible property or our Intellectual Property automatically includes a limitation on the use of such property “in whole or in part.” These Terms are not to be construed against the drafter. Any reference to “it” or “they” shall refer to the party so intended, regardless of gender or whether a human individual or entity.

Assignment. Client may not assign these Terms or any rights or obligations herein without Humango’s prior written authorization. We may assign or Transfer our Products or Client subscriptions in our sole discretion.

Waiver. Waiver by either you or Humango of any provision of these Terms must be in writing to be effective. Waiver of any breach of any provision of the Terms will not constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of any breach of other provisions, nor will failure to enforce any provision operate as a waiver of such provision.

Appendices. In the event of any conflict between these Terms and the Appendices to these Terms, the terminology most protective of Humango and its Intellectual Property shall control.

This Article, including all subsections, shall survive termination of your Use of our Products and any other agreement you may have with us.

BY DOWNLOADING, ACCESSING, SUBSCRIBING TO, OR USING OUR PRODUCTS, YOU REPRESENT AND WARRANT, SWEAR, AND AFFIRM THAT YOU HAVE FULLY READ THESE TERMS AND AGREE TO ALL SUCH TERMS.

APPENDIX A:
HUMANGO™ SUBSCRIPTION LICENSE AGREEMENT
(App Clients Only)

Updated May 1, 2021

APP LICENSE:

All Online Terms and Conditions are included in this Appendix. A as if specifically written herein.

    DEFINITIONS
In addition to the definitions in the Online Terms and Conditions or in the body of this Appendix, the following terms have the following meanings:

“App” means the Humango™ IOS and Android tablet and smartphone application.

“Internet” means the global computer network comprised of interconnected networks using standard protocols including HTTP, UDP and TCP/IP.

“Licensee” or “you” or “your” means the individual account holder who downloads, licenses, and/or Uses the Humango™ App in accordance with the terms and conditions set forth in the Terms, including this Appendix.

“Location Data” means location history and transaction activity generated by use of App.

“Server” means the computer hardware device as designated by Humango from time to time through which Humango backs up User Content in accordance with the Terms.

“Territory” means the United States of America, or such other designated area approved by Humango and applicable to your licensed Products.

    SUBSCRIPTION

Humango agrees to provide access to the Humango™ App in accordance with the first order you submit.

Access to the App. During the term of your license and subject to the terms and conditions herein, Humango hereby grants you a limited, non-exclusive, non-transferable, license solely to access the App for your personal Use. No sublicensing or Transfer is permitted.

Restrictions on Use; No Modification. You shall not engage in any of the following acts (individually, a “Prohibited Act”, and collectively, “Prohibited Acts”): (a) willfully tamper with the security of any Humango’s Products (including the App), (b) access data or User Content not associated with your Humango account, (c) log into an unauthorized server or another Humango™ App account without authorization, (d) attempt to probe, scan, or test the vulnerability of any Humango Product or to breach our security or authentication measures without proper authorization, (e) willfully render any part of our Products unusable, (f) reverse engineer, de-compile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of any Humango App, (g) modify, translate, or create derivative works based on any of our Products, (h) rent, lease, distribute, license, sublicense, sell, resell, assign, or otherwise commercially exploit any Humango Products or make any Humango Products available to a third party other than as contemplated in this license; (i) use any Humango Product for timesharing or service bureau purposes or otherwise for the benefit of a third party; (j) publish or disclose to third parties any evaluation of Humango’s Products without our prior written consent; (k) remove, modify, obscure any copyright, trademark, patent or other proprietary notice that appears on any Humango Sites or in association with its Products; (l) create any link to Humango Sites or frame or mirror any content contained or accessible from our website(s); or (m) use any data or information obtained through the use of the Humango App for any unlawful purpose or in violation of any applicable Law (including, without limitation, data protection and privacy laws). Except as expressly provided in our Terms, including this License, no right or license is granted hereunder, by implication, estoppel or otherwise.

Ownership. You acknowledge that, as between you and Humango, all rights, title, and interest in any App provided under this license, and all modifications and enhancements thereof, including all rights under copyright and patent and other Intellectual Property rights, belong to Humango or to third parties who have licensed rights to Humango. Humango reserves all rights, title, and interest to its Products. This license does not provide you with title or ownership of any Product, including without limitation any App or underlying software code. Your only rights are provided by this license.

Availability of Services. Subject to our Terms, Humango will use commercially reasonable efforts to make the App available for twenty-four (24) hours a day, seven (7) days a week. You agree that from time to time the App may be inaccessible or inoperable for reasons beyond our control, including, but not limited to: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which we may undertake, or, (c) interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You shall not be entitled to any setoff, discount, refund, or other credit as a result of unavailability of the App. You agree that Humango does not have control of availability of the App on a continuous or uninterrupted basis. We do not guarantee any specific response rate (bandwidth). Any unavailability of the App will be relayed to you as soon as possible.

Security. Humango will use commercially reasonable efforts to prevent unauthorized access to restricted areas of App and any databases or other sensitive material. Humango will notify you of any known security breaches to its systems that are reasonably likely to adversely affect you or your account, in accordance with applicable law. We require our Business Partners to notify us of any similar security breaches to their systems.

Support. Licensee technical support for problems with the App, as well as Payments for Fees due and any other general questions, will be provided by Humango or its authorized resellers during reasonable and designated business hours Monday-Friday (excluding U.S. federal holidays). Should you require support, please email us at info@humango.ai with the term “support” in the subject line.

Humango Use of User Content. We collect Personal Data and non-personal information about Licensees in order to: (a) provide our Products, (b) provide customer and technical support, and, (c) for other business-related purposes, such as billing, marketing, and new service offerings, introductions, and sales. Humango may remove from your User Content any Personal Data such as name, email address, user name, and location-based information and combine anonymous or pseudonymized data with that of others in order to create aggregated information. Humango may use and sell aggregated and anonymized (or pseudonymized) data, including without limitation, analyzing how customers use our Products and determining ways in which Humango can improve Products. If you have provided your contact information, Humango may contact you for marketing purposes by various means, including but not limited to regular mail, email or telephone. When you activate a Humango account, you expressly consent to receive marketing communications via direct mail, email (at the email address you provided when activating your account), telephone (at the number you provided when activating your account), text messages (if you provided a wireless telephone number), instant messages or other communications methods. You may opt out of receiving one or more of these types of marketing communications at any time by contacting us at info@humango.ai with “unsubscribe” or “optout” in the subject line.

Retention of User Content. User Content will be retained as long as there exists a legitimate business need to do so. For example, Humango may retain User Content for the duration of a dispute with Humango. Location data may be retained for each Client for a period that Humango will decide in its sole discretion and shall be made available to law enforcement and other government agencies pursuant to legally valid requests for such information.

Use of Product. You acknowledge and agree that you will not use the App and our Products generally to: (a) track and/or monitor any individual in violation of applicable Laws, (b) send spam or otherwise unsolicited messages in violation of applicable Laws, (c) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights, (d) send messages to any email lists, distribution lists, newsgroups, or spam email addresses, or (d) send or store material containing malicious code, including, without limitation, software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs. You agree to report any violation of these Terms, including this Appendix, to Humango and will use your best efforts to stop any violation of these Terms or Humango’s other published policies, including but not limited to any privacy policies (collectively, “Policies”) that may be issued from time to time, all of which are incorporated herein by reference. In the event of any suspected violation of our Terms or any our Policies, Humango may immediately disable your access to our Products, including without limitation, the App, and suspend its provision services.

Consents. If an end user of our App is a child under the age of majority in your jurisdiction, or a ‘minor’, the App must be downloaded and licensed to or through the minor’s parents or legal guardian. If such end user is a minor, you, as the licensee, acknowledge that you have lawful guardianship over such minor and you further acknowledge that you have the legal right to lawfully monitor that minor in the location or locations where the App is used. You agree to indemnify and hold Humango harmless from any and all costs and expenses regarding any Claims arising from the unauthorized tracking and/or monitoring of the Products by you or us.

Humango may change the Products and other materials mentioned at any time without notice. Mention of non-Humango Products is for information purposes only and constitutes neither an endorsement nor a recommendation.