Finance professionals struggle with collecting, analyzing, and managing workforce related costs and plans. Outdated tools like emails, spreadsheets, HR and GL software systems have significant shortcomings. Enterprises are turning to Host Analytics Workforce Planning, a modern cloud-based application, to drive process improvements and new insights that matter.
Join this webinar to see a demo of Host Analytics Workforce Planning. See examples of:
Featured Speaker: Susan Frederick, Sr Solutions Consultant, Host Analytics and Alex Ortiz, Director of Product Marketing, Host Analytics
Register / More Information: http://ow.ly/ikVnD
HOST ANALYTICS TRIAL REGISTRATION
IMPORTANT – READ CAREFULLY BEFORE ACCESSING THE HOST ANALYTICS APPLICATION SERVICE. ONCE THE TERMS OF THIS AGREEMENT ARE ACCEPTED, HOST ANALYTICS WILL E-MAIL AN ELECTRONIC COPY OF THIS AGREEMENT TO THE EMAIL SPECIFIED IN THE REGISTRATION PROCESS.
SOFTWARE AS A SERVICE LICENSE AGREEMENT
TERMS AND CONDITIONS
This Agreement governs Client’s acquisition and use of Host Analytics’ Application Services as well as Host Analytics’ provision of the Application Services. Client acknowledges that it may not access the Application Services if Client is a direct competitor of Host Analytics or if Client is accessing the Application Services for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
1.1. “Affiliate(s)” means any entity which directly or indirectly, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. For clarification purposes, the use of the word “Client” in this Agreement is inclusive of Client company and its Affiliates, provided Client has the authority to bind such Affiliate to the terms and conditions of this Agreement.
1.2. “Application Services” means the generally available Web-based, on-line, hosted software listed on an Order Form including, without limitation, all corrections, updates, modifications, releases, versions, and enhancements to such software that may hereafter be generally released by Host Analytics, but excluding Data.
1.11 “Users” means individuals who are authorized by Client to use the Application Services, for whom subscriptions to the Application Service have been purchased, and who have been supplied user identifications and passwords by Client (or by Host Analytics at Client’s request). Users may include but are not limited to employees, consultants, contractors and agents of Client, Affiliates, or third parties with whom Client transacts business. User subscriptions are for designated Users and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Application Services.
4.3. Suspension of Services. If any amount owed by Client is 30 days or more overdue, Host Analytics may, with 7 days’ prior notice to Client, without limiting its other rights and remedies, suspend Application Services and access to Data until such amounts are paid in full. Host Analytics shall not exercise its rights under this Section 4.3 if the applicable charges are under reasonable and good-faith dispute and Client is cooperating diligently to resolve the dispute.
6.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Client Content, the Application Services, business and marketing plans, technology, financial and technical information, product designs, and business processes. Confidential Information (except for Client Content) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
6.3. Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
6.4. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
6.5. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
8.1. Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE APPLICATION SERVICES OR THE DATA, EVEN IF EITHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. Limitation of Liability. IN ALL EVENTS, HOST ANALYTICS’ AGGREGATE LIABILITY TO CLIENT FOR CLAIMS RELATING TO THIS AGREEMENT OR THE APPLICATION SERVICES, WHETHER FOR BREACH OF CONTRACT OR IN TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE GREATER OF A) THE AMOUNT ACTUALLY PAID BY CLIENT TO HOST ANALYTICS HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE THE CLAIM WHICH GAVE RISE TO THE LIABILITY OR B) THE ANNUALIZED SUBSCRIPTION VALUE AT THE TIME OF SUCH CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION 8 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9.1. Indemnification by Host Analytics. Subject to this Agreement, Host Analytics shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Client by a third party alleging that the use of the Application Services as contemplated hereunder infringes the intellectual property rights of a third party; provided, that Client (a) promptly gives written notice of the Claim to Host Analytics; (b) gives Host Analytics sole control of the defense and settlement of the Claim (provided that Host Analytics may not settle or defend any Claim unless it unconditionally releases Client of all liability); and (c) provides to Host Analytics, at Host Analytics' cost, all reasonable assistance.
9.2. Indemnification by Client. Subject to this Agreement, Client shall defend, indemnify and hold Host Analytics harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Host Analytics by a third party alleging that the Client Content, or Client's use of the Application Services in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; provided, that Host Analytics (a) promptly gives written notice of the Claim to Client; (b) gives Client sole control of the defense and settlement of the Claim (provided that Client may not settle or defend any Claim unless it unconditionally releases Host Analytics of all liability); and (c) provides to Client, at Client's cost, all reasonable assistance.
9.3. Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this section.
A. Professional Services Provisions
1. Description of Professional Services. Overtime, Host Analytics may provide the services (“Professional Services”) and deliverables (“Deliverables") to Client as described in mutually agreed upon Statement(s) of Work.
2. Client’s Obligations. Client agrees to provide assistance, cooperation, information, equipment, data, a suitable work environment and resources reasonably necessary to enable Host Analytics to perform the Professional Services. Client acknowledges that Host Analytics’ ability to provide Professional Services as set forth herein may be affected if Client does not provide reasonable assistance as set forth above.
3. Project Management. Each party shall designate a Project Manager who shall work together with the other party’s Project Manager to facilitate an efficient delivery of Professional Services.
4. Change Order. In order to change the Description of Professional Services set forth above, Client will submit a written request to Host Analytics specifying the proposed changes in detail and Host Analytics will provide an estimate of the charges and anticipated changes in the delivery schedule that will result from the proposed change in Professional Services. Host Analytics will continue performing the Professional Services in accordance with this Professional Services Attachment until the parties agree in writing on the change in scope of work, scheduling, and fees.
5. License. Host Analytics grants Client a perpetual, non-exclusive, non-transferable, royalty-free license to use all developments created solely for Client under this Professional Services Attachment (“Service Developments”).
6. Proprietary Rights. Host Analytics shall retain all title, copyrights, patents, patent rights, trade secrets, trademarks and other proprietary or intellectual property rights in the Service Developments.
7. Warranty. Host Analytics warrants for ninety (90) calendar days from the performance of any Professional Services by Host Analytics pursuant to this Professional Services Attachment, that such Professional Services shall be performed in a manner consistent with generally accepted industry standards. Client must report in writing any breach of the warranty contained in this Section to Host Analytics during the relevant warranty period, and Client’s exclusive remedy and Host Analytics’ entire liability for any breach of such warranty shall be the re-performance of the Professional Services, or if Host Analytics is unable to perform the Professional Services as warranted, Client shall be entitled to recover the fees paid to Host Analytics for the nonconforming Professional Services.
8. Acceptance. Upon completion of any Deliverable, Host Analytics shall submit the Deliverable to Client. At Client’s request, Host Analytics will demonstrate to Client the functionality of the Deliverable. Client shall be responsible for any additional review and testing of such Deliverable in accordance with any applicable acceptance criteria and test suites. If Client, in its reasonable discretion, determines that any submitted Deliverable does not perform the functional requirements specified for such Deliverable in this Professional Services Attachment, Client shall have five (5) calendar days after Host Analytics’ submission of the Deliverable (“Acceptance Period”) to give written notice thereof to Host Analytics specifying the deficiencies in detail. Host Analytics shall use reasonable efforts to promptly cure any such deficiencies. After completing any such cure, Host Analytics shall resubmit the Deliverable for review and testing as set forth above. Upon accepting any Deliverable submitted by Host Analytics, Client shall provide to Host Analytics a written acceptance of such Deliverable. Notwithstanding the foregoing, if Client fails to reject any Deliverable within the Acceptance Period in the manner described above, such Deliverable shall be deemed accepted at the end of the Acceptance Period. In the event any Deliverable is not accepted by Client as specified above after the third submission and Acceptance Period, Client or Host Analytics may terminate this Professional Services Attachment without further liability to either party, provided however, that Client shall not be relieved of its payment obligations with respect to the accepted Professional Services delivered prior to any such termination.
B. Payment Provisions
1. Fees. Professional Services shall be provided under this Professional Services Attachment at the rates set forth in the applicable Order Form.
2. Payment Type. The Professional Services specified above are provided either on a fixed fee or on a time and materials ("T&M") basis as described in the applicable Order Form and SOW. For fixed fee engagements, Client shall pay Host Analytics the fees stated in the applicable Order Form plus all customary travel and living expenses (“Expenses”). For T&M engagements, Client shall pay Host Analytics for time spent performing such Professional Services at Host Analytics standard consulting rates, materials, and all Expenses associated with Host Analytics personnel traveling to Client’s site. All Expenses will be pre-authorized in writing by Client.
1. Product Mix. Client acknowledges that the Professional Services acquired hereunder were ordered separately from the Application Services described on the Host Analytics Order Form and Client may acquire either Application Services or Professional Services without acquiring the other.
2. Independent Contractor. Both parties agree that Host Analytics is an independent contractor and, as such, neither Host Analytics nor its personnel shall be considered employee(s) of Client. As a consequence, Client is neither liable nor responsible for withholding or deducting any sums for federal or state income taxes, social security, health, workers compensation, and disability insurance coverage, pension or retirement plan, or the like.
3. Non-Solicitation. During the term of this Agreement and for a period of one year thereafter, Client agrees that it will not solicit for hire, on behalf of Client or any other organization, any employee or sub-contractor of Host Analytics, unless Client has first obtained Host Analytics' written consent.
The United States Department of Commerce and the European Commission have agreed on a set of data protection principles and frequently asked questions (the "Safe Harbor Principles") to enable U.S. companies to satisfy the requirement under European Union law that adequate protection be given to personal information transferred from the EU to the United States. The EEA also has recognized the U.S. Safe Harbor as providing adequate data protection (OJ L 45, 15.2.2001, p.47). Consistent with its commitment to protect personal privacy, Host Analytics, Inc. adheres to the Safe Harbor Principles.
For purposes of this Policy, the following definitions shall apply: "Host Analytics, Inc." will refer to its application service (http://www.hostanalytics.com). "Personal information" means any information or set of information that identifies or could be used by Host Analytics, Inc. or its agents to identify an individual. Personal information does not include information that is encoded or anonymized, or publicly available information that has not been combined with non-public personal information. "Sensitive personal information" means personal information that reveals race, ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, or that concerns health or sex life. In addition, Host Analytics, Inc. will treat as sensitive personal information any information received from a third party where that third party treats and identifies the information as sensitive.
Adherence to European Union Safe Harbor Privacy Principles
Host Analytics, Inc. has instituted measures and mechanisms to ensure adherence to the European Union Safe Harbor Privacy Principles. Among other requirements, adherence involves engaging an independent third party to resolve privacy disputes. If you are a European consumer and feel your privacy dispute or complaint has not been adequately resolved, the EU Data Protection Authorities has been contracted by Host Analytics, Inc. to handle complaints that allege a failure to comply with the Safe Harbor Privacy Principles.
Law Enforcement; Subpoenas
Host Analytics, Inc. may disclose Personal Data, including the data you submit to the Service, with or without notice (a) if required by a subpoena or other judicial or administrative order, (b) where required by law, or (c) at our sole discretion, where we deem it necessary to protect the safety of any individual or the general public or to prevent violation of our User Agreement or the rights of Host Analytics, Inc. or any third party.
Host Analytics, Inc. And its Affiliates
Change of Ownership
In the event of a change in ownership, or a direct merger or acquisition with another entity, we reserve the right to transfer all of Host Analytics, Inc. User information, including Personal Data, to a separate entity. We will use commercially reasonable efforts to notify you (by posting on our website or an email to the email address you provide when you register) of any change in ownership, merger or acquisition of Host Analytics, Inc. assets by a third party, and you may choose to modify any of their registration information at that time.
Host Analytics, Inc. uses industry standard security measures to protect against the loss, misuse and alteration of the information under our control. Although we make good faith efforts to store the information collected by Host Analytics, Inc. in a secure operating environment that is not available to the public, Host Analytics, Inc. cannot guarantee complete security. Further, while we take reasonable steps to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party "crackers" from obtaining this information.
UPDATING OR REMOVING USER INFORMATION
You may, at any time, choose to correct or update the information you have submitted to Host Analytics, Inc., by updating your account on our website (http://www.hostanalytics.com).
If you cancel your account, your Personal Data and other information may be retained in our archive or backup records.
The privacy principles in this Policy are based on the Safe Harbor Principles.
1. NOTICE: Where Host Analytics, Inc. collects personal information directly from individuals in the EEA, it will inform them about the purposes for which it collects and uses personal information about them, the types of non-agent third parties to which Host Analytics, Inc. discloses that information, and the choices and means, if any, Host Analytics, Inc. offers individuals for limiting the use and disclosure of their personal information. Notice will be provided in clear and conspicuous language when individuals are first asked to provide personal information to Host Analytics, Inc., or as soon as practicable thereafter, and in any event before Host Analytics, Inc. uses the information for a purpose other than that for which it was originally collected.
2. CHOICE: Where Host Analytics, Inc. collects personal information directly from individuals in the EEA, Host Analytics, Inc. will offer individuals the opportunity to choose (opt-out) whether their personal information is (a) to be disclosed to a non-agent third party, or (b) to be used for a purpose other than the purpose for which it was originally collected or subsequently authorized by the individual. For sensitive personal information, Host Analytics, Inc. will give individuals the opportunity to affirmatively and explicitly (opt-in) consent to the disclosure of the information to a non-agent third party or the use of the information for a purpose other than the purpose for which it was originally collected or subsequently authorized by the individual. Host Analytics, Inc. will provide individuals with reasonable mechanisms to exercise their choices.
3. ONWARD TRANSFERS TO AGENTS: Host Analytics, Inc. will obtain assurances from its agents that they will safeguard personal information consistent with this Policy. Examples of appropriate assurances that may be provided by agents include: a contract obligating the agent to provide at least the same level of protection as is required by the relevant Safe Harbor Principles, being subject to EU Directive 95/46/EC (the EU Data Protection Directive), Safe Harbor certification by the agent, or being subject to another European Commission adequacy finding. Where Host Analytics, Inc. has knowledge that an agent is using or disclosing personal information in a manner contrary to this Policy, Host Analytics, Inc. will take reasonable steps to prevent or stop the use or disclosure.
4. SECURITY: Host Analytics, Inc. will take reasonable precautions to protect personal information in its possession from loss, misuse and unauthorized access, disclosure, alteration and destruction.
5. DATA INTEGRITY: Host Analytics, Inc. will use personal information only in ways that are compatible with the purposes for which it was collected or subsequently authorized by the individual. Host Analytics, Inc. will take reasonable steps to ensure that personal information is relevant to its intended use, accurate, complete, and current.
6. ACCESS: Upon request, Host Analytics, Inc. will grant individuals reasonable access to personal information that it holds about them. In addition, Host Analytics, Inc. will take reasonable steps to permit individuals to correct, amend, or delete information that is demonstrated to be inaccurate or incomplete.
7. ENFORCEMENT: Host Analytics, Inc. will conduct compliance audits of its relevant privacy practices to verify adherence to this Policy. Any employee that Host Analytics, Inc. determines is in violation of this policy will be subject to disciplinary action up to and including termination of employment.
Any questions or concerns regarding the use or disclosure of personal information should be directed to Host Analytics, Inc. at the address given below. Host Analytics, Inc. will investigate and attempt to resolve complaints and disputes regarding use and disclosure of personal information in accordance with the principles contained in this Policy.
Host Analytics, Inc.
900 Island Drive, Suite 203
Redwood City, CA 94065
Or via email at Safeharbor@hostanalytics.com
Host Analytics Inc. has further committed to refer unresolved privacy complaints under the US-EU and US-Swiss Safe Harbor Principles to an independent dispute resolution mechanism, the BBB EU SAFE HARBOR, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed by Host Analytics, Inc., please visit the BBB EU SAFE HARBOR web site at www.bbb.org/us/safe-harbor-complaints for more information and to file a complaint.
This Policy may be amended from time to time, consistent with the requirements of the Safe Harbor Principles. Appropriate public notice will be given concerning material amendments or changes to this Policy.