Legal Information

- We will never rent or sell your personally identifiable information to third parties for marketing purposes.
- We will never share your contact information with another user without your consent.
- Any sensitive information that you provide will be secured with all industry standard protocols and technology.

- What personally identifiable information of yours is collected by OrgPlus OnDemand.
- How the information is used.
- With whom the information may be shared.
- How you can access and change your Account information.
- What security procedures are in place to protect the loss, misuse or alteration
  of information collected by OrgPlus OnDemand.
- How to contact us.

1. Definitions

1. Customer Data means data relating to its Employees, its departments, project teams, informal teams, or any other hierarchical data submitted by the Customer in the course of using the Service. Customer Data specifically excludes, without limitation, data submitted by Customer in the course of registering for the Service or updating account information.
2. Employees means the number of employees, consultants, contractors or other affiliated persons being charted by Customer through the Service.
3. Intellectual Property Rights means any and all intellectual property and proprietary rights including patent, trademark, copyright, original works of authorship, trade secret, inventions, mask work rights, know-how, or similar rights, whether or not registered or capable of registration.
4. Service means the Company’s OrgPlus OnDemand service made available to Customer via the Internet for the purpose of charting the Customer’s employees or other entities and all related technology made available to Customer by Company through the Customer’s use of the Service.

2. Grant of License

Subject to the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-transferable, limited license to access the Service via the Company’s designated webpage on the Internet, solely for Customer’s use of the Services for organizational charting of its Employees. Customer agrees that it may not use the Service in any other manner or in violation of this Agreement. Customer may not sublicense its rights under this Agreement rent, lease, or allow any non-authorized Employee access to the Service. Customer shall not use the Services as a service bureau, application service provider or on a time sharing basis.

3. Restrictions; Reverse Engineering; Modification

Customer may not copy or duplicate any portion of the Service or underlying technology nor violate this Agreement in any manner. Customer agrees not to reverse engineer, decompile, or disassemble the Service or underlying technology in whole or in part, or otherwise reconstruct or discover any source code related to the Service or underlying technology, except and only to the extent that such activity cannot be restricted under applicable law. Customer agrees not to translate or modify the Service or underlying technology in any way or create derivative works of the Service. Customer shall not disrupt the Service nor gain unauthorized access to any portion of the Service. Customer shall notify Company in writing immediately in the event Customer becomes aware of any violation of this Agreement.  Furthermore, customer may use the Service only for their internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. Customer shall not access the Service if they are or become a direct competitor of OrgPlus OnDemand, unless HumanConcepts has provided its prior written consent. In addition, Customer may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

4. Ownership of the Service and Underlying Technology

Customer acknowledges that Company or its licensors own the Intellectual Property Rights relating to the Service and its underlying technology. No title to the Service, or underlying technology is transferred to Customer. Customer will not acquire any rights to the Service except the limited license to use the Service as expressly set forth above, and Company and its licensors retain all other rights.  Customer agrees not to alter or remove the copyright notice, or any other notices of proprietary rights, that appear related to the Service or underlying technology. All data inputted by Customer as a result of registration for the Service or update thereto shall be in compliance with this Agreement and the Privacy Policy. In the event Company provides professional services to Customer, including without limitation support or installation services, or receives suggestions for enhancements or improvements, Company shall exclusively own all Intellectual Property Rights resulting from such services or suggestions and any work product or other materials related thereto, and all improvements, derivative works and modifications thereto, regardless of whether such items are made solely by Company or together with others (including without limitation Customer). Such items resulting from any services or suggestions shall not be deemed a “work for hire”, and in the event such item(s) is deemed to be a “work for hire”, Customer hereby assigns to Company any and all right, title and interested to the Intellectual Property Rights contained therein. Customer shall not use the Company’s logos, service marks or trademarks in any manner without the prior written consent of Company.

5. Maximum Number of Employees Charted Depends Upon Plan Purchased

Customer acknowledges that HumanConcepts offers multiple plans under which a customer may use OrgPlus OnDemand. Customer agrees not to use the OrgPlus OnDemand Service to chart more than the total maximum number of employees (or entities) applicable to the particular plan purchased. Customer agrees that if they use the OrgPlus OnDemand Service to chart more than such total maximum number of employees (or entities) within a single account even if no single chart exceeds the allowed number of employees, (a) Customer will pay to HumanConcepts its then-current plan rate that would permit Customer to chart that number of employees (or entities) (less the fee already paid pursuant to this Agreement), and (b) if Customer does not pay such additional fee to HumanConcepts within fifteen (15) days of demand, HumanConcepts may terminate customer’s license to use the Service without refunding any fees. In its sole discretion, HumanConcepts may verify compliance with this Section and bill Customer according to its compliance findings.

6. Privacy Policy.

This Agreement is further subject to the terms and conditions of the Company’s privacy policy (“Privacy Policy”). The terms and conditions of the Privacy Policy are incorporated herein by reference. Customer hereby agrees to such terms.  Company reserves the right to modify the terms of the Privacy Policy from time to time, and Customer’s continued use of the Service shall indicate its agreement to such changes. Other portions of the Company’s website may be governed by additional terms of service or privacy policies, as indicated on those web pages.

7. Ownership of Customer Data

Customer shall retain ownership of the Intellectual Property Rights to and shall have the sole responsibility for the accuracy and use of all Customer Data.

8. Storage and Other Limitations.

Company reserves the right to limit Customer’s storage of records (typically per employee) to three hundred (300) kilobytes per individual employee or entity record, including all information stored about a particular employee or entity.

9. Internet Delays.

OrgPlus OnDemand SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HUMANCONCEPTS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Customer agrees to comply with all applicable law in its use of the Service, including without limitation any laws related to (i) the sending of unsolicited electronic mails messages (“SPAM”), (ii) the unlawful entering of a computer system or computer network, (iii) the introduction of malicious computer code or unlawful destruction of computer data, (iv) the privacy of data, and the storing, disclosure and distribution of personal data, including but not limited to personally identifiable information as defined in any law, (v) the harassment or defamation of any person or entity, and (vi) any obscenity law.

Customer may not assign or transfer its rights or obligations under this Agreement, except that Customer may assign this Agreement to a successor to its business that results from a sale of substantially all Customer’s assets, merger, or similar transaction, provided that the assignee agrees in writing to be bound by this Agreement and notifies Company in writing. Any assignment or transfer in violation of this Agreement shall be void. Company may in its discretion transfer or assign any of its rights or obligations under this Agreement at any time.

This Agreement shall be effective upon the Service Subscription Date and continue for a period of one month in the event that Customer’s subscription to the Service is on a monthly basis or for one year in the event that Customer’s subscription to the Service is on a yearly basis. Unless otherwise terminated, this Agreement shall renew automatically for successive terms. Customer may terminate this Agreement at any time; provided that such termination shall not entitle Customer to a refund of any fees and Customer shall remain obligated to pay any fees incurred prior to termination. Termination shall not result in a return of fees. Company, in its discretion, may terminate this Agreement or suspend Customer’s access to and use of the Service (a) if Customer fails to comply with any provision or restriction of this Agreement, (b) if Customer does not pay the fees when that fee is due or (c) if Company provides thirty days notice of non-renewal. If the Agreement is terminated, the sections related to copyright, liability, disclaimer of warranty, and fees shall remain in effect, in addition to other sections that by their terms are intended to survive. UPON TERMINATION OF THE AGREEMENT, COMPANY IN ITS DISCRETION MAY PERMANENTLY DELETE ALL CUSTOMER DATA ON ITS SERVERS. NO EVENT SHALL COMPANY BE RESPONSIBLE TO CUSTOMER OR LIABLE FOR LOSS OF ANY CUSTOMER OR OTHER DATA AS A RESULT OF TERMINATION.

In the event that Customer’s subscription to the Service is on a monthly basis, payment of the subscription fee will automatically renew each calendar month unless Customer or Company give written (including email) notice of non-renewal during the prior calendar month. Customer will be charged for each month or partial month that Customer’s monthly subscription is in effect. In the event that Customer’s subscription to the Service is for a year, Customer’s subscription will automatically renew at the beginning of each subsequent anniversary year unless Customer or Company give prior written (including email) notice of non-renewal at least 30 days prior to the expiration of current year subscription. Upon any annual renewal, the payment arrangements in place for the prior subscription year shall remain in place, unless Customer and Company agree otherwise. Customer represents that the information provided by Customer during the registration process is accurate and complete, including Customer’s contact information and information concerning the number of Customer Employees to be charted. Customer agrees to promptly notify Company of any changes to such information. In the event Customer believes any billing or invoice contains an error, including without limitation an error of any billing amount, Customer must contact Company within sixty (60) calendar days of receipt of the billing or invoice, or the Company shall have no responsibility to adjust for the error. All amounts are stated in United States dollars, unless otherwise indicated. The fees are exclusive of any taxes, duties or similar charges imposed by any government or taxing authority, including without limitation sales tax, VAT, GST, excise, withholding (but not including any tax in the United States based on the net income of Company), or other taxes arising out of the transaction.

Each party warrants and represents that it has the legal power to enter into this Agreement and additionally that the person signing this Agreement on behalf of the party is an authorized signatory. Customer warrants and represents that the information provided during registration and any update thereto, including without limitation contact information, is accurate and complete.

TO THE FULLEST EXTENT ALLOWED BY LAW, EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES (INCLUDING WITHOUT LIMITATION THE “SERVICE”), MATERIALS OR INFORMATION UNDER THIS AGREEMENT ARE PROVIDED BY COMPANY “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY, AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIM ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE OR SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION. THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICE OR ITS SERVERS OR SOFTWARE ARE FAILSAFE OR INCAPABLE OF SECURITY BREACH.

TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL COMPANY (OR ITS SUPPLIERS OR LICENSORS) BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA (INCLUDING BUT NOT LIMITED TO DISCLOSURE OF CUSTOMER DATA THROUGH THEFT OR INTERCEPTION), OR COST OF COVER, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORTIOUS CONDUCT OR OTHERWISE, INCLUDING WITHOUT LIMITATION NEGLIGENCE, ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF COMPANY (OR ITS SUPPLIERS OR LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S (OR ITS LICENSORS OR SUPPLIERS) AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION FOR LOSS OR DISCLOSURE OF CUSTOMER DATA AND INDEMNIFICATION) EXCEED THE LICENSE FEES PAID BY CUSTOMER TO COMPANY DURING THE BILLING PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN THE EVENT OF LIABILITY ARISING OUT OF ANY PROFESSIONAL SERVICES, INCLUDING WITHOUT LIMITATION SUPPORT, IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE EFFECTED SERVICES. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES RESULTING FROM DELAYS OR INTERRUPTIONS IN INTERNET CONNECTIVITY. ANY ACTION OR CLAIM ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT NOT LATER THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION AROSE.

Customer acknowledges that HumanConcepts shall not be obligated to provide support related to Customer’s use of the Service. In the event HumanConcepts in its discretion provides support to the Customer, such support shall be provided pursuant to HumanConcepts’ then-current current support policies.

Customer shall indemnify, defend and hold harmless Company (including without limitation its parent companies, subsidiaries, employees, officers, investors, partners, and agents) from and against any claim, loss, damage, or expense (including without limitation attorney’s fees and costs) arising out of: (a) a claim that possession, use or disclosure of Customer Data (including without limitation by theft or interception) violates the privacy or other rights of any person, including without limitation any employee of Customer, (b) misuse of any password, (c) a breach of this Agreement by Customer, or (d) the loss or disclosure of Customer Data (including without limitation by theft or interception). Company shall indemnify, defend and hold harmless Customer (including without limitation its parent companies, subsidiaries, employees, officers, investors, partners, and agents) from any against any claim by a third party that the Customer’s use of the Service violates the Intellectual Property Rights of such third party within the country where the Customer has registered the Service. In the event of any claim for indemnification, the indemnified party shall give prompt written notice to the indemnifying party of any such claim, action or allegation and give the indemnifying party the authority to proceed as contemplated herein. The indemnifying party will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and the indemnified party may not settle or compromise such claim, action or allegation, except with prior written consent of the indemnifying party. The indemnified party shall give such assistance and information as indemnifying party may reasonably require, to defend or settle such claims. If any portion of the Service is held, or in Company’s opinion is likely to be held, to infringe or misappropriate a third party's rights as set forth herein, the Company may at its sole option and expense, and as Customer’s sole remedy: (a) procure for Customer the right to continue using the Service; (b) replace the Service with non-infringing functionality; or (c) if neither of the foregoing is reasonably practicable, terminate this Agreement and refund to Customer the amounts paid for the Service during the period the infringement occurred.

Each party shall use the other’s Confidential Information solely in accordance with the provisions of this Agreement and shall not disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information without the other’s prior written consent. Each party may disclose Confidential Information only to its employees or contractors on a need-to-know basis, provided that such employees are bound by substantially similar confidentiality terms. Additionally, Company may release payment information to third parties as required to process payment. Each party shall use reasonable measures to safeguard the Confidential Information of the other. Notwithstanding the foregoing, neither party to this Agreement bears responsibility for safeguarding information that is: (i) publicly available not as a result or any breach of confidentiality by the receiving party; (ii) lawfully obtained from third parties not under confidentiality restrictions; (iii) proven to be in the possession of the receiving party at the time of disclosure; or (iv) upon notice to the disclosing party by the receiving party, required to be disclosed by law, or order of a court or other governmental entity. If either party breaches, or threatens to breach the confidentiality provisions, the parties agree that the non-breaching party would have no adequate remedy at law and would therefore be entitled to immediate injunctive and other equitable relief, without the necessity of posting a bond. Confidential Information of Company shall include without limitation all screen output (excluding Customer Data) or software code related to the Service. All data inputted by the Customer during registration or any update thereof shall be deemed the Confidential Information of Company.

1. Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted, and the parties agree that the other provisions of this Agreement shall not be affected and shall continue to be enforced. The parties agree that this Agreement is the entire agreement between Customer and Company relating to its subject matter, and it supersedes any prior agreements, representations, or communications, whether written or oral, relating to that subject matter.

2. Choice of Law and Venue. This Agreement shall be governed by the internal laws of the State of California, without respect to its conflicts of law rules. The parties agree that this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any suit or proceeding arising out of or relating to this Agreement will be brought only in the US District Court for the Northern District of California or the California Superior Court for Marin County, and shall submit to the exclusive personal and subject matter jurisdiction and venue of such courts.

3. Local Laws and Export Control. OrgPlus OnDemand provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

HumanConcepts and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

4. Waiver. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed by both parties. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

5. Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement which might be due, in whole or in part, directly or indirectly, to any contingency, delay, failure, or cause of, any nature beyond the reasonable control of such party, including, without limitation, fire, explosion, earthquake, storm, flood, strike, war, insurrection, riot, act of God, government action, network outage, or acts or failures to act on the part of any third party. In the event of the happening of such a cause, the party whose performance is so affected will give prompt, written notice to the other party, stating the period of time the same is expected to continue.

6. Notices. Notices to Customer may be transmitted to Customer using the contact information provided by Customer during registration. In the event such information is incorrect, notice shall be deemed given by Company upon mailing, dispatch, or transmission. Notices to Company shall be given by Customer solely to the following address, facsimile telephone number, or electronic mail address: HumanConcepts, LLC

3 Harbor Drive, Suite 200
Sausalito, California 94965
United States of America
Fax: +1 (415) 332-1010
E-mail: customer.service@orgplus.com

7. Relationship of Parties. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf. No other party except Company and Customer shall be construed as a third party beneficiary to this Agreement or in privity to enforce the provisions of this Agreement at law or in equity.  Employees of Customer shall not be construed as third party beneficiaries to this Agreement or in privity to enforce its provisions.

8. Amendment and Modification. This Agreement may be modified or amended by Company in its discretion, at any time, by posting an amended version on its website. Such changes shall be effective immediately. Customer’s continued use of the Service shall be deemed its consent to the new terms and conditions.