Hum Capital’s Terms of Service
This terms of service was last modified on May 17, 2021.
Please read this Agreement carefully to ensure that you understand each provision. This agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
1. Our service
The HUM CAPITAL Service brings transparency to the private capital markets. HUM CAPITAL provides a systematic private company analysis tool (“the Intelligent Capital Market”) that dramatically simplifies fundraising for companies. As the first purpose-built business intelligence tool for executive-level capital allocation, the Intelligent Capital Market also provides actionable insights and analysis to executives which they may be used to run businesses internally and/or manage external stakeholders.
This is a contract between you and HUM CAPITAL. You must read and agree to these terms before using the HUM CAPITAL Service. If you do not agree, you may not use the Service. You may use the Service only if you can form a binding contract with HUM CAPITAL, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under the age of 13 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by HUM CAPITAL.
1.2 Limited License
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service, including to integrate any APIs and portions of tools into websites and applications that you operate, in each case, solely as permitted by the features of the Service and for your internal business purposes. HUM CAPITAL reserves all rights not expressly granted herein in the Service and the HUM CAPITAL Content (as defined below). HUM CAPITAL may terminate this license at any time for any reason or no reason in its sole discretion.
You may not use the APIs for any purpose, function, or feature not described in the API documentation, support pages and other pages on our website (“Documentation”). We may update the API and Documentation from time to time, and may add or remove functionality, in each case in our sole discretion.
1.3 User Accounts
Your account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different Users. If you open a User Account on behalf of a company, organization, or other entity (“Entity”), then (i) “you” includes you and that Entity, and (ii) you represent and warrant that you are an authorized representative of the Entity with the authority to bind the Entity to this Agreement, and that you agree to this Agreement on the Entity’s behalf. By connecting to the Service with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower-case letters, numbers and symbols and are at least 15 characters long) with your User Account. You must notify HUM CAPITAL immediately of any breach of security or unauthorized use of your User Account. HUM CAPITAL will not be liable for any losses caused by any unauthorized use of your User Account.
You may control your User profile and how you interact with the Service by changing the settings in your settings page. By providing HUM CAPITAL your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
1.4 Changes to the Service
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
1.5 Disputes with Other Users
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. HUM CAPITAL shall have no liability for your interactions with other Users, or for any User’s action or inaction.
1.6 Service Location
The Service is controlled and operated from facilities in the United States. HUM CAPITAL makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
2. User Content
Some areas of the Service may allow Users to submit, post, display, provide, or otherwise make available content such as pitch presentations, business and financial models and other technical or business content or information to HUM CAPITAL (any such materials a User submits, posts, displays, provides, or otherwise makes available to HUM CAPITAL on the Service is referred to as “User Content”) and/or to other Users by allowing messaging and sharing of information, such as your profile information. Where we have made settings available, we will honor your choices you make about who can see User Content.
as between you and HUM CAPITAL, you retain all rights, title and interest in and to the user content, including any Intellectual Property rights therein, in the form submitted, posted, displayed, provided or otherwise made available on the service. However, you understand that certain portions of the Service, including the Intelligent Capital Market, may allow other Users to view, edit, share, and/or otherwise interact with your User Content in accordance with your settings and this Agreement. By selecting to share information within your User Account settings, you agree to allow others to view, edit, share, and/or interact with your User Content in accordance with your settings and this Agreement. HUM CAPITAL has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Service.
2.1 No Sensitive Data
You will not submit, or cause to be submitted, any Sensitive Data to the Service. You also acknowledge that we are not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA). The Service is neither HIPAA nor PCI DSS compliant. Notwithstanding any other provision to the contrary, we have no liability under this Agreement for Sensitive Data. For purposes of this Agreement, “Sensitive Data” means any (i) categories of data enumerated in European Union Data Protection Regulation (EU) 2016/679 (GDPR), Article 9(1) or any successor legislation; (ii) patient, medical or other protected health information regulated by HIPAA; (iii) protected data by the PCI Security Standards Council’s Payment Card Industry Data Security Standard (“PCI-DSS”), (iv) nonpublic personal information (“NPI”) in the [Gramm-Leach-Bliley Act (“GLBA”), (v) social security numbers, driver’s license numbers or other government ID numbers; (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations, including any data which could give rise to notification obligations under data-breach notification laws.
2.2 Representations and Warranties Regarding User Content
In connection with your User Content, you affirm, represent and warrant the following:
- You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use;
- You have obtained and are solely responsible for obtaining all consents as may be required by law to provide any User Content relating to third parties;
- Your User Content and HUM CAPITAL’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights;
- HUM CAPITAL may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and
- To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
HUM CAPITAL takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, sends, or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that HUM CAPITAL shall not be liable for any damages you allege to incur as a result of or relating to any User Content.
2.3 Aggregated Data
Notwithstanding anything set forth in this Agreement or any other agreement you enter into with HUM CAPITAL (including any nondisclosure agreement or other confidentiality obligations), HUM CAPITAL may, and you hereby irrevocably grant HUM CAPITAL a royalty-free, irrevocable, perpetual, and sublicensable right and license to retain, use, distribute, copy, analyze, and create derivative works from your User Content solely in aggregate, de-identified and/or other anonymized form for HUM CAPITAL’s lawful business purposes, including to improve and enhance the Service, including by improving, enhancing and/or training HUM CAPITAL’s artificial intelligence and machine learning capabilities and for other developmental, diagnostic and corrective purposes (such aggregated de-identified or anonymized information, “Aggregated Data”). The parties agree that HUM CAPITAL will own all right, title and interest in and to the Aggregated Data, and to the extent that title to such Aggregated Data may not, by operation of law, vest in HUM CAPITAL, you (a) hereby assign, transfer and otherwise convey to HUM CAPITAL, irrevocably and in perpetuity, throughout the universe, all right, title and interest in and to such Aggregated Data, including all intellectual property rights therein, and (b) irrevocably waives any and claims that you may now or hereafter have in any jurisdiction to so called “moral rights” or rights of droit moral with respect to such Aggregated Data.
3. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “ Content”), and all Intellectual Property Rights related thereto, are the exclusive property of HUM CAPITAL and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Content. Use of the Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place HUM CAPITAL under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, HUM does not waive any rights to use similar or related ideas previously known to HUM CAPITAL, or developed by its employees, or obtained from sources other than you.
4. No Professional Advice
If the Service provides professional information (including but not limited to, legal, or financial information), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
HUM CAPITAL uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we do not guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
6.2 Responsibility for User Content
HUM CAPITAL will not be responsible for any backup, recovery, or other steps required to ensure that User Content is recoverable in the case of data loss. You are solely responsible for backing up your User Content on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your User Content. In addition to the foregoing, if you are an Entity providing access to the Service to authorized Users, as between you and HUM CAPITAL, You are solely responsible for any and all User Content you or your authorized Users provide and/or cause to be provided to the Service, and the consequences of providing, posting, or transmitting such User Content, including responsibility for compliance with breach notification laws. HUM CAPITAL will use commercially reasonable efforts to restore lost or corrupted User Content pursuant to this section. Such efforts shall constitute our sole liability and your sole and exclusive remedy in the event of any loss or corruption of User Content. There is no guarantee that lost or corrupted User Content shall be recovered.
7. DMCA Notice
Since we respect artist and content owner rights, it is HUM CAPITAL’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been used in a way that constitutes copyright infringement and is accessible via the Service, please notify HUM CAPITAL’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit HUM CAPITAL to contact you, such as your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: Stephen Silverberg or current Copyright Agent
HUM Capital, Inc., Inc.
Address: 530 7th Avenue, Suite 405
New York, NY 10018, United States
Tel.: (833) 322-7832
Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that this procedure is exclusively for notifying HUM CAPITAL and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with HUM CAPITAL’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, HUM CAPITAL has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. HUM may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
8. Third-Party Links and Information
You agree to defend, indemnify and hold harmless HUM and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use (or misuse) of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your gross negligence, bad faith or willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
10. No Warranty
The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from HUM CAPITAL or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, HUM CAPITAL, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service.
Further, HUM CAPITAL does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and HUM will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
11. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall HUM CAPITAL, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will HUM CAPITAL be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, HUM CAPITAL assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall HUM CAPITAL, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to HUM hereunder or $100.00, whichever is greater.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if HUM CAPITAL has been advised of the possibility of such damage.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
12. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
12.1 Governing Law
You agree that: (i) the Service shall be deemed solely based in New York; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from HUM CAPITAL. For any dispute with HUM CAPITAL, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that HUM has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York, New York, unless you and HUM CAPITAL agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing HUM from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
12.3 Class Action/Jury Trial Waiver
With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and HUM CAPITAL are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by HUM CAPITAL without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
13.2 Notification Procedures and Changes to the Agreement
HUM may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by HUM CAPITAL in our sole discretion. HUM CAPITAL reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. HUM CAPITAL is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. HUM CAPITAL may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
13.3 Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with HUM CAPITAL in connection with the Service (including an NDA), shall constitute the entire agreement between you and HUM CAPITAL concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
13.4 No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and HUM CAPITAL’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at email@example.com with any questions regarding this Agreement.