Harri MSA

The information provided here is for Harri customers and users who have questions about our terms, policies, intellectual property, and compliance.

Master “Software As A Service” (SaaS) Subscription Agreement

This Master “Software As A Service” (SAAS) Subscription Agreement (“Agreement”) is effective as of the date set forth in the Schedule (“Effective Date”) between Harri (US) LLC (“Harri” or “Supplier”), and the Customer (“Customer”). Customer and Supplier may be referred to collectively as the “Parties” or individually as a “Party.” The Parties hereby agree as follows:

Definitions
1. “Add-On”
  means any integrations, applications, and other add-ons that are used with the Services.
2. “Customer Data”
  means any data, information or material provided or submitted by Customers and Authorized Users to the Site, including, without limitation, usernames; employee data and information, including, without limitation, employee personally identifiable information; passwords; and personally identifiable information about Customer and Authorized Users.
3. “Intellectual Property”
  means any patents, rights to inventions, registered designs, copyright and related rights, database rights, design rights, topography rights, trademarks, service marks, trade names and domain names, trade secrets, rights in unpatented know-how and any other intellectual or industrial property rights of any nature, and created at any time before or after the date of this Agreement, including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
4. “Harri’s Platforms”
  means Supplier’s implementation of certain hardware, software, databases, interfaces and applications in certain software-as-a-service applications and designed to operate as a talent marketplace, interviewing and hiring platform, and/or talent management solution.
5. “Documentation”
  means user guides, operating manuals, training materials, product/service descriptions, product/service specifications, technical manuals, supporting materials, Specifications, and other information relating to the Software or Services, including all subsequent revisions and additions thereto.
6. “Schedule”
  means a schedule that describes the Software and Services being provided by Supplier to Customer. Each Schedule shall be considered part of and incorporated by reference into this Agreement. Each Schedule may incorporate such additional terms and conditions upon which Customer and Supplier may agree.
7. “Specifications”
  means the objectives, requirements and specifications set forth in the applicable Schedule.
8. “Services”
  means the services allowing Customer’s access and use of the Software and any other services provided by Supplier to Customer pursuant to this Agreement as specified in a Schedule.
9. “Software”
  means the Harri Platform software identified in a Schedule, including any third party or open source software, and any client utilities, including program routines or database features provided by Supplier that are necessary to access the Software.
10. “Supplier Affiliates”
  means any entities, whether incorporated or not, that, now or in the future, control, are controlled by, or are under common control with Supplier.
11. “Third Party Product”
  means any Add-On, applications, integrations, software, code, online services, systems and other products not developed by Supplier
Services
1. Services.
  Supplier shall perform the Services specified in the applicable Schedule in accordance with the terms and conditions of this Agreement. In performing the Services, Supplier agrees to provide its own personnel, equipment, tools and other materials at its own expense. Customer may use Harri’s Platforms to enable Add-Ons for use with the Services.
2. Service Level Commitments.
  Supplier will provide the Services in accordance with the service level agreements attached to the applicable Schedule (“SLAs”). If there are no SLAs attached to the applicable Schedule, the SLAs set forth at https://harri.com/legal/sla shall apply.
3. Third Party Services.
  Supplier reserves the right to obtain and provide Third Party Product to Customer in connection with the Services, without Customer’s prior permission.
Grant of Access to Software
1. Grant of Access.
  Supplier hereby grants to Customer a non-exclusive, enterprise-wide and term-based right for Users to access the Software which shall run remotely on servers controlled and maintained by Supplier, and to use the Documentation connection with Customer’s use of the Software. The term “enterprise-wide” shallmean use of the Software and Documentation by an unlimited number of users including employees and agents of Customer at the location(s) specified in the Schedule (“Authorized Users”). Customer shall have no right to receive either an object code or a source code version of the Software operating on the remote servers. Customer’s right of access hereunder is limited to the use of the Software as set forth by the terms and conditions of this Agreement, as well as the terms of the Schedule.
2. Delivery/Account/Passwords.
  Customer and any Authorized Users will set up an account and password necessary for Customer’s and Authorized Users’ access to and use of the Software and Services. By registering, Customer and any Authorized User agree that all information is true and accurate and that Customer and any Authorized User will maintain and update the information as required in order to keep it current, complete and accurate. Customer, or any Authorized User, shall comply with the privacy and security procedures, and the terms of use set forth in the current versions of the “Terms of Use” and “Privacy Policy,” incorporated herein by reference and are available at https://harri.com/legal/terms and https://harri.com/legal/privacy, respectively.In the case where the “Terms of Use” and “Privacy Policy” are attached to the Schedule for reference, the Schedule will prevail. In all events, each Authorized User shall change his or her password at least every thirty (30) days, when instructed to by the Service, or in such intervals as directed by Supplier.
3. System Monitoring.
  Customer recognizes that Supplier monitors access to the Software as part of its normal business practices. Should Supplier discover prohibited actions, Supplier may immediately suspend the suspect connection and commence a comprehensive investigation.
4. Customer’s Responsibilities.
  Customer shall be responsible for: (i) Authorized Users’ compliance with this Agreement; (ii) the accuracy, quality, integrity and legality of any Customer Data, Customer information, or any other data and materials provided by Customer, and means by which Customer acquires such data; and (iii) preventing the unauthorized use of the Software or Services by Users or the use of the Softwareor Services by Authorized Users in violation of applicable law. Customer agrees that it shall not make the Software or the Services available to anyone except theAuthorized Users, or use the Software or the Services to store or transmit material in violation of any party’s intellectual property rights or malicious code. If applicable, and except as expressly authorized by this Agreement or any Schedule, Customer will not copy, alter, decompile, reverse engineer, disassemble, or create derivative works from the Software.
Term and Termination
1. Term.
  The term of this Agreement (“Term”) begins on the Effective Date, as set forth on the Schedule, and continues until terminated by the Parties pursuant to the terms herein.
  
  The term of any Schedule hereunder shall be as set forth in such Schedule (the “Schedule Term”). Except as set forth in the applicable Schedule, at the end of the Schedule Term, the Schedule shall automatically renew for the same period as the Schedule Term (each a “Renewal Term”), unless otherwise terminated as provided herein and Supplier’s fees at that time shall govern any Renewal Term. In the event either Party does not wish to renew for a subsequent Schedule Term or Renewal Term, such Party shall provide sixty (60) days written notice to the other Party prior to the expiration of the then current Schedule Term or Renewal Term.
2. Termination for Cause.
  Either Party may terminate this Agreement and/or any Schedule immediately upon notice to the other Party if the other Party: (i) materially breaches the Agreement or the terms of a Schedule, other than with respect to a payment obligation, and fails to remedy such breach within thirty (30) days after receiving notice of the breach from the other Party; (ii) materially breaches a payment obligation under the Agreement or such Schedule and fails to remedy such breach within sixty (60) days after receiving notice of the breach from the other Party; (iii) materially breaches the Agreement or such Schedule in a manner that cannot be remedied; or (iv) voluntarily commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business.
3. Effect of Termination.
  Upon expiration or termination of this Agreement or any Schedule, as the case may be, for any reason, Customer’s right of access to the Services will immediately terminate. In no event will expiration or sooner termination of this Agreement relieve Customer of any obligation to pay the Fees payable for the period prior to the date of termination, and all Fees will become immediately due and payable if Supplier terminates this Agreement for cause. Supplier agrees that if Customer provides Supplier with written notice at least 30 businessdays prior to expiration or sooner termination of this Agreement, Supplier shall provide an export file of all Customer Data stored on the Harri Platform in reasonably usable digital format.
Payment Terms
1. Fees.
  The fees for the Services and the right to access the Software, and any other payments, including set-up fees, are specified in each Schedule (“Fees”). Requests for payments shall be submitted by Supplier to Customer in the form of a written invoice, or as otherwise specified on the Schedule. Customer will send payments for all invoices within thirty (30) days of invoice date, or as otherwise specified on the Schedule. Customer will make payments by electronicfunds transfer, or money order. If Customer is paying by credit card, Customer authorizes Supplier to charge monthly Fees in advance to Customer’s credit card without invoice, or as otherwise specified on the Schedule. The fees for any Add-Ons will be specified in a separate Schedule or shall be separately invoiced. Unpaid amounts shall bear interest from the due date thereof to the date of payment at a rate per annum equal to the lesser of (i) 1.5% of the outstanding balance due per month; or (ii) the maximum rate of interest permissible under applicable law. In addition, in the event Customer does not pay any amounts under this Agreement when due, Supplier may suspend the Services and access to the Software upon seven (7) days’ notice to Customer, and such suspension shall continue until all overdue amounts are paid in full to Supplier. Supplier shall not be liable for any costs, damages, or liabilities incurred by Customer as aresult of such suspension.
2. Taxes.
  If applicable, Customer shall pay to Supplier the sales/use tax, VAT, GST, or similar indirect tax relating to the taxable purchases of Services under this Agreement at the appropriate rate. Supplier and Customer shall cooperate to properly calculate any applicable taxes, to minimize such liability to the extent permissible under applicable law, and with respect to any claims for taxes asserted by applicable tax authorities. Taxes payable under this Agreement will be added to the Fees payable by Customer to Supplier, as applicable.
3. Billing for Location Closures; Change of Control.
  1. Location Closures.
    Notwithstanding anything to the contrary in this Agreement or any Schedule, Supplier will not invoice Customer for any Services at locations which are closed by Customer, solely if (i) Customer notifies Supplier in writing, at least thirty (30) days prior to the closure, and (ii) as long as Customer provides reasonable evidence of closure (collectively, the “Closure Actions”). Customer must notify its assigned customer service representative and at AR@harri.com. Customer will not be credited for any Services and payments of Fees prior to the Closure Actions. Upon Supplier’s receipt of the Closure Actions, and after the location has been closed, the applicable location will be removed from the next invoice. For the avoidance of doubt, Customer will be required to pay the Fees until the actual closure of locations. If the Customer received a special incentive price (volume-based discount) based on the number of locations live or committed to go-live, Supplier has the right to modify the per employee, per month or location-based pricing for remaining locations to account for the change in volume-based pricing resulting from the closure.
  2. Change of Control.
    Solely upon Supplier’s prior written consent inaccordance with Section 9(b) of this Agreement, Customer may assign this Agreement to the new owner or operator of a location, subject to Fee, payment terms and a successfully executed and mutually agreed assignment agreement in accordance with this Agreement, until the end of the then-current Term. Supplier will not honor requests to terminate or modify billing terms for sold or transferred locations.
Representations and Warranties
1. Supplier’s Representations and Warranties; Disclaimer; Third Parties.
  1. Performance.
    All Software and Services shall materially conform to the applicable Documentation, any Specifications and the description of Services as set forth in this Agreement, the applicable Schedule, and the Terms of Use.
  2. Ownership.
    Neither the performance of the Services by Supplier nor the right of access to the Software and Services granted under this Agreement will in any way constitute an infringement, misappropriation, or other violation of any patent, copyright, trade secret, trademark, proprietary information, nondisclosure or other intellectual property right of any third party. There is currently no actual or threatened suit by any such third party based on an alleged violation of such right(s) by Supplier or other party known to Supplier.
  3. General Compliance with Laws.
    Supplier warrants that the Software and Services, Customer’s use thereof and Supplier’s exercise of its rights and performance of its obligations hereunder will comply with all applicable laws, ordinances, orders, directions, rules, and regulations of the federal, state, county, and municipal governments applicable thereto, all as they may be amended from time to time.
  4. Customer Data.
    Supplier warrants that it employs reasonable managerial and technical measures to ensure that Customer Data is secure, as set forth in its Privacy Policy and Terms of Use, the terms of which are incorporated herein.
  5. Supplier Disclaimer.
    Supplier disclaims all responsibility for any loss, injury, claim, liability, or damage to Customer’s software, equipment, or systems arising from Customer’s use of the Services and Software. Without limiting the foregoing, Supplier disclaims all responsibility for any loss, injury, claim, liability, or damage with respect to: (i) Customer’s misuse of the application process; (ii) Customer’s errors in any paperwork completed by Customer, including, without limitation, new hire documentation, employee applications, job postings, or employment forms required by any federal, state, city, or other law rule or mandate; and (iii) any misconduct or failure to perform committed by any employee or potential employee, including, without limitation, any failure to appear for work, or any breach of any agreement or employment policy.
  6. Customer shall not obtain from, rely on or hold Supplier responsible for any information or opinions supplied by Supplier regarding any federal laws, applicable state and local laws, including but not limited to any legal requirement to comply with, complete, or submit any state-specific forms, certificates, or documents, amendments to such statutory rules, codes, regulations, as well as any case law interpreting such statutes, rules, codes, and regulations (collectively, “The Laws”). Supplier disclaims any information it may give to Customer regarding The Laws, and Customer shall use the information at its own risk. Information provided by Supplier does not replace or waive Customer’s compliance obligations under The Laws or this Agreement. Customer acknowledges and agrees that it should obtain such legal or compliance information or any other advice regarding The Laws from its own counsel.
  7. Third Parties.
    Supplier does not provide or make any representation as to the quality or nature of any Third Party Products or any other representation, warranty or guaranty. Supplier disclaims all responsibility for Third Party Products, including, without limitation, for any delays, interruptions, transmission errors, security failures, or other problems arising from Customer’s use of the Third Party Products. A warranty concerning Third Party Products (if any) is furnished solely by the provider of the Third Party Products, under the terms agreed to by the provider of the Third Party Products.
2. Customer’s Representations and Warranties.
  Customer represents and warrants that Customer possesses all legal right and/or authority to use any of the content, information, names, or trademarks in any of Customer Data for all purposes contemplated by this Agreement and the use, reproduction, distribution, transmission or display of Customer Data will not(a) violate any applicable laws (criminal or civil) or any rights of any third parties or (b) contain any material that is unlawful, infringes on a third party’s proprietary or intellectual property rights, or is otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a violation of any applicable law. Customer will provide Supplier with true, accurate and current Customer Data.
3. Mutual Representations and Warranties:
  Each Party represents and warrants to the other that:
  1. It has and will maintain the requisite corporate power and authority to enter into, and to carry out the transactions contemplated by the Agreement.
  2. The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated by the Agreement (i) have been duly authorized by the requisite corporate action on the part of such Party and shall not conflict with, breach, or constitute a violation of any judgment, order or decree; and (ii) will not conflict with, breach or constitute a material default under any material contract by which it or any of their respective material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default.
  3. There is no proceeding pending or, to the knowledge of such Party, threatened that challenges or may have a material adverse effect on the Agreement or the transactions contemplated by the Agreement.
4. Intellectual Property Rights.
  Each party shall retain ownership of its preexisting separately created Intellectual Property, or any Intellectual Property created other than for purposes of this Agreement or created by Supplier in connection with the Software generally for all of its customers. Supplier invented Harri’s Platform, including any Intellectual Property rights incorporated within or attendant to Harri’s Platform. The parties acknowledge that the Intellectual Property incorporated in or attendant to Harri’s Platform, including without limitation, all patents, copyrights, know how, work product, and the “Harri” trademark and trade name, constitutes Intellectual Property owned, worldwide solely and exclusively by Supplier (and/or Supplier’s Affiliates). Customer agrees that it shall not challenge the validity of or assert any ownership right in and to any Intellectual Property attendant to Harri’s Platform. Each party shall respect the other party’s Intellectual Property rights.
Confidential Information.
1. Confidential Information.
  The Parties acknowledge that during the course of this Agreement, each Party (a “Discloser”) may make confidential data available to the other Party (a “Recipient”) or Recipient may otherwise learn of trade secret or confidential information of Discloser (collectively, herein “Confidential Data”). Confidential Data includes all Discloser information not generally known or used by others and that gives, or may give, Discloser an advantage over its competitors or that could cause Discloser injury, loss of reputation or goodwill if disclosed. Such information includes, but is not necessarily limited to data or information of Discloser that identifies or concerns past, current or potential customers, business practices, financial results, research, development, systems and plans; and/or certain information and material identified by Discloser as “Confidential”; and/or data received from Discloser and enhanced by Recipient and/or material, non-public information related to Discloser or Discloser’s businesses. Confidential Data may be written, oral, recorded, or maintained on other forms of electronic media. Because of the sensitive nature of the information that Recipient and its employees, subcontractors or agents may become aware of as a result of this Agreement, the intent of the parties is that these provisions be interpreted as broadly as possible to protect Confidential Data.
2. Obligation of Confidentiality.
  Recipient acknowledges that all Confidential Data furnished by Discloser is considered proprietary and strictly confidential. Recipient also acknowledges that the unauthorized use or disclosure of any Confidential Data will cause irreparable harm to Discloser. Accordingly, Recipient agrees that Discloser shall be entitled to equitable relief, including injunctive relief (without bond), in addition to all other remedies available at law for any threatened or actual breach of this Agreement or any threatened or actual unauthorized use or disclosure of Confidential Data.
3. Confidentiality Standards.
  Recipient will employ, at a minimum, the same security measures to protect Confidential Data received from Discloser, or which it becomes aware of about Discloser, that it would employ for its own comparable confidential information (but in no event less than a reasonable degree of care in handling Confidential Data).
4. Disclosure.
  Recipient agrees that, should third parties request Recipient or its subcontractors or agents to submit Confidential Data to them pursuant to subpoena, summons, search warrant or other lawful process, Recipient will notify Discloser immediately upon receipt of such request. In no case shall such notice be received by Discloser later than five (5) business days after receipt by Recipient. If Discloser objects to the release of the Confidential Data, Recipient will permit counsel chosen by Discloser to represent Recipient in order to resist release of the Confidential Data. Provided that Recipient is otherwise in compliance with this Agreement, Discloser will indemnify Recipient for all reasonable expenses incurred by Recipient in connection with resisting the release of the Confidential Data.
5. Ownership.
  Recipient agrees that all Confidential Data shall at all times remain the sole property of Discloser and, if in tangible form such as (by way of example and not limitation), in writing or on tape, disk, or other electronic media, such tangible material and all copies shall be returned to Discloser within five (5) business days after termination of this Agreement or any applicable Schedule or upon demand at any other time. No rights or licenses, express or implied, are granted by Discloser to Recipient under any patents, copyrights, trade secrets, or other proprietary rights of Discloser as a result of or related to this Agreement.
6. Exceptions.
  The obligations set forth in subsections 1 through 5 above shall not apply to:
  1. any disclosure specifically authorized in writing by Discloser; or
  2. Confidential Data that: (i) has become well known in the trade; or (ii) was disclosed to Recipient by a third party not under an obligation of confidentiality to Discloser; or (iii) was independently developed by Recipient not otherwise in violation or breach of this Agreement or any other obligation of Recipient to Discloser; or (iv) was rightfully known to Recipient prior to entering into this Agreement.
7. The obligations of each party set forth in Sections (1) through (6) above shall survive the completion or termination of this Agreement and shall remain in effect for five (5) years after completion or termination of this Agreement.
Indemnification.
1. Third Party Claims Against Supplier.
  Customer will indemnify, defend and hold harmless Supplier, the Supplier Affiliates and their respective directors, officers, employees and agents (collectively, the “Supplier Indemnified Party”) from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses (collectively, “Third Party Claims”), including reasonable attorneys’ fees incurred in responding to such Third Party Claims, that the Supplier Indemnified Party may suffer or incur arising out of or in connection with (i) Customer’s breach of any privacy, confidentiality, or data security obligation under this Agreement; (ii) a claim of intellectual property infringement based on Customer’s misuse of the Software, or unapproved combination of the Software with other proprietary technology which gives rise to such claim; and (iii) any personal injury (including death) or damage to property resulting from Customer’s acts or omissions. Customer’s obligations under this Section shall apply on a worldwide basis and include both U.S. and non-U.S. jurisdictions.
2. Third Party Claims Against Customer.
  Supplier will indemnify, defend and hold harmless Customer, the Customer affiliates and their respective directors, officers, employees and agents (collectively, the “Customer Indemnified Party”) from and against any and all third party claims, losses, damages, suits, fees, judgments, costs and expenses (collectively, “Third Party Claims”), including reasonable attorneys’ fees incurred in responding to such Third Party Claims, that the Customer Indemnified Party may suffer or incur arising out of or in connection with (i) Supplier’s breach of any privacy, confidentiality, or data security obligation under this Agreement; (ii) a claim of intellectual property infringement based on Supplier’s misuse of the Software, or unapproved combination of the Software with other proprietary technology which gives rise to such claim; and (iii) any personal injury (including death) or damage to property resulting from Supplier’s acts or omissions. Supplier’s obligations under this Section shall apply on a worldwide basis and include both U.S. and non-U.S. jurisdictions.
3. Indemnification Procedure.
  If any Third Party Claim is commenced with respect to which either the Customer Indemnified Party or the Supplier Indemnified Party (the Indemnified Party”), as the case may be, is entitled to indemnification under this Section, the Indemnified Party will provide notice thereof to other party (the “Indemnifying Party”). The Indemnifying Party will be entitled, if it so elects in a notice promptly delivered to the Indemnified Party, to immediately take control of the defense, settlement, and investigation of any Third Party Claim and to employ and engage attorneys reasonably acceptable to the Indemnified Party to handle and defend the same, at the Indemnifying Party’s sole cost. The Indemnified Party will cooperate in all reasonable respects, at the Indemnifying Party’s cost and request, in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to a Third Party Claim without the Indemnified Party’s prior written consent. The Indemnified Party may also, at its own cost, participate through its attorneys or otherwise in such investigation, trial and defense of any Third Party Claim and related appeals. If the Indemnifying Party does not assume full control over the defense of a Third Party Claim as provided in this Section, the Indemnified Party will have the right to defend the Third Party Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party
4. Limitation of Liability.
  Except For Any Damages Arising Out Of A Party’s Act Of Fraud Or Intentional Criminal Misconduct (Collectively, The “Excluded Items”), In No Event Shall Either Party Be Liable To The Other Party Under, In Connection With, Or Related To This Agreement, For Any Indirect, Consequential, Special, Incidental, Or Punitive Damages, Including Without Limitation, Lost Profits Or Loss Of Goodwill, Any Lost Wages, Lost Compensation, Back Pay, Unpaid Overtime Or Other Compensation, Or Other Payments Claimed By Any Employee Or Agent Of A Customer, Whether Based On Breach Of Contract, Warranty, Tort, Product Liability Or Otherwise, And Whether Or Not Such Damages Were Foreseeable. The Remedies Specified In This Agreement Are Cumulative And In Addition To Any Remedies Available At Law Or In Equity.
5. Except For The Excluded Items, The Maximum Liability Of Either Party Under This Agreement Shall Not Exceed All Fees Or Other Compensation Paid Or Payable By Customer To Supplier During The Six (6) Month Period Preceding The Date Any Claim Hereunder Accrues, Provided, However, That, This Limitation Shall Not Apply To Any Claims By Supplier For The Non-Payment Of Any Fees Or Other Remuneration Pursuant To This Agreement.
6. Disclaimer.
  Customer acknowledges that supplier is not a law firm or a medical practice and does not provide legal or medical advice. Customer further acknowledges that compliance with applicable laws, rules and regulations regarding customer’s implementation and use of supplier’s services is the responsibility of customer.
  
  Without limiting the foregoing, in the event that customer chooses to implement supplier’s COVID-19 or other health check program, including, but not limited to, the taking of employees’ temperatures or other vitals, inquiring as to each employee’s health, and prohibiting employees from entering the workplace due to the presence of COVID-19 symptoms, customer acknowledges that the laws, rules and regulations applicable to health check programs varies by state, city or other locality or jurisdiction, and is otherwise dependent on numerous factors. Employer obligations required by law, rules and regulations may include, but are not limited to:
  1. Obtaining each employee’s written consent prior to a health check;
  2. Determining the temperature level which the application jurisdiction characterizes as a fever for COVID-19 purposes, and applying it to the employer’s health check program;
  3. Taking employees’ temperatures or other vitals in the presence of a trained nurse or medical professional;
  4. Providing specific notifications to employees who are not permitted to enter the workplace due to the existence of symptoms;
  5. Paying employees for the time spent during health checks; and
  6. Maintaining the confidentiality of the results of each employee’s health check.
  Additionally, in the event an employee is instructed not to enter the workplace due to the presence of symptoms, customer is likely required to comply with laws, rules and regulations applicable in the workplace’s jurisdiction regarding permitting the employee to work from home (if possible) or to provide paid sick leave or other benefits.
  
  It is the responsibility of customer to, and supplier strongly recommends that customer, consult with an attorney prior to the implementation and operation of a health check program, and to follow all applicable laws, rules and regulations as instructed by an employment lawyer. Supplier also recommends that customer consult with and have a trained nurse or other medical professional on site for the implementation and operation of a health check program.
General Provisions
1. Independent Contractor.
  Customer is an independent contractor of Supplier, and this Agreement will not be construed as creating a relationship of employment, agency, partnership, joint venture, or any other form of legal association. Neither Party has any power to bind the other Party or to assume or to create any obligation or responsibility on behalf of the other Party or in the other Party’s name.
2. Assignment.
  Supplier may assign its rights and duties under this Agreement to any party at any time without notice to Customer, including in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. Customer agrees not to resell or assign Customer’s rights or obligations under this Agreement without Supplier’s consent.
3. Notices.
  Except as specifically provided elsewhere in this Agreement, all notices required or permitted to be given by one party to the other under this Agreement shall be in writing and shall be sufficient if made to the parties at the respective addresses set forth below or to such other person or address as the party to receive the notice has designated by notice to the other party and by: (i) personal delivery (including delivery by any commercial delivery service); (ii) registered or certified mail, postage prepaid, return receipt requested; (iii) facsimile transmission (“Fax”); or (iv) e-mail transmission. The date of notice to the other party shall be, regardless of the date appearing on the notice: the date upon which such notice is actually delivered; or if the notice is given by registered or certified mail, the date upon which it is deposited in the mail; or if sent by Fax or confirmed e-mail transmission, the date on which the Fax or e-mail transmission was sent, provided an original is received by the addressee by any commercial delivery service within one (1) business day of the Fax.
  If to Supplier:
  
  Harri (US) LLC
  
  665 Broadway, Suite 402
  
  New York, NY 10012
  
  info@harri.com
  
  If to Customer:
  
  Address provided in Schedule
4. Severability.
  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
5. Governing Law; Venue.
  This Agreement is entered into in the State of New York. This Agreement shall be governed by and construed under the laws of the State of New York, excluding that body of law applicable to conflicts of law. The Parties hereby irrevocably and unconditionally consent to the sole and exclusive jurisdiction of the federal and state courts located in the State, City, County of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating hereto except in such courts), and each party hereby waives the defenses of lack of personal jurisdiction, improper venue, and forum non-conveniens with respect to such courts. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail, return receipt requested to the address set forth above shall be effective service of process for any action, suit or proceeding brought against a Party in any such court.
6. Force Majeure.
  Neither party will be liable to the other for delay or failure to comply with the provisions of this Agreement due to events or circumstances beyond that entity’s direct control, and without its fault or negligence, including without limitation, the following: acts of God; war; riot; acts of civil or military authorities; fire; accident; labor disputes and strikes; embargoes; epidemics; power shortages; and earthquakes, floods or other unusually severe weather. Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. Customer acknowledges that the services may be subject to limitations, delays, and other problems inherent in the use of communications facilities.
7. Construction.
  This Agreement Shall Be Construed Without Regard To The Party Or Parties Responsible For The Preparation Of The Same And Shall Be Deemed As Prepared Jointly By The Parties Hereto. Any Ambiguity Or Uncertainty Existing Herein Shall Not Be Interpreted Or Construed Against Any Party Hereto. Each Of The Parties Hereto States That It Has Read Each Of The Paragraphs Of This Agreement And Is Freely And Voluntarily Entering Into This Agreement Under No Duress, And That It Understands The Same And Understands The Legal Obligations Thereby Created.
8. Headings.
  The headings of sections of this Agreement are for convenience of reference only and will not affect the meaning or interpretation of this Agreement in any way.
9. Survival.
  Those provisions of this Agreement that, by their nature, are intended to survive the termination or expiration of this Agreement, will remain in full force and effect following the termination or expiration of this Agreement, including without limitation: Payment, Confidential Information, Indemnification, Exclusion of Damages and Remedies, General Provisions.
10. Non-Waiver.
  No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.
11. Conflict Between Agreement and Schedules.
  In the event of any conflict or inconsistency in the interpretation of this Agreement (including all Schedules executed hereunder), unless otherwise expressly stated in a Schedule, such conflict or inconsistency will be resolved by giving precedence according to the following order: (1) the applicable Schedule, (2) this Agreement, then (3) Terms of Use and Privacy Policy.
12. Entire Agreement.
  This Agreement, including all Schedules and documents referenced herein or attached hereto, is the complete and exclusive statement of the agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all proposals and all other prior agreements, communications, and understandings (written and oral) regarding its subject matter. Neither party has made, or has relied upon, any representations or warranties (whether written or oral), except as set forth in this Agreement.

In case of differences in the interpretation of the English and translated texts of the Master “Software As A Service” (SaaS) Subscription Agreement statement, the English text will prevail.