Terms of Service

Last Updated: August 1, 2018

Congratulation, You made it to probably the most boring section of our amazing web presence. Well, not really! Knowing your rights and obligations before or after signing up for PalmHR as a Client, when just browsing this website or having a genuine interest in what we are doing, is very important, so keep on reading.

Your use of all PalmHR Services available on www.palmhr.net (the “Services”), are subject to these Terms of Services. In order to activate and use the Services, You must agree to be bound by these Terms of Service (“Agreement”) with PalmHR LLC (“PalmHR”). If you do not agree to all of the Terms outlined in this Agreement, You may NOT use the Services.

In case you decide to take advantage of our HR advisory services, you will enter into a separate agreement with PalmHR that governs Your relationship with PalmHR and supersedes this Terms of Services. This specific agreement may or may not include software services.

The PalmHR Privacy Policy (available here) is incorporated herein by reference. This Agreement governs Your use of the Services however accessed, including via an Internet browser, smartphone, tablet, or other mobile device.

In case You sign up for the Service on behalf of a Client, You represent that you are duly authorized to represent the entity and accept the terms of this Agreement on behalf of such entity, and any references to “You” in this Agreement refer to such entity and all of its employees, consultants and agents. You are responsible for all activity on the Services that occur under Your account

Your Use of the Services

PalmHR owns and operates the website and its connected software platform. Documents and other information and content available, including, for example, any information made available to you during a demo of the platform (“Demo”) are collectively referred to as “Content.” The Content is protected by worldwide copyright law. PalmHR grants you a limited, revocable license to access and use the Content and to reproduce portions of the Content for the sole purpose of reviewing the Content.

Term of Agreement and Termination

This Agreement will remain in effect until all of your subscriptions activated in accordance with this Agreement have expired or this Agreement is terminated either by You or PalmHR (the “Term”). If you elect to use the Services for a free trial period, and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period. A purchased subscription begins with the date displayed upon payment (in case of credit card payment) or with the date displayed on the invoice sent to you (offline billing) and lasts for the period selected by you upon signup (“Initial Term”). Subscriptions automatically renew thereafter (“Auto Renewal”). You have the right to cancel your subscription at any time, however, NO refund will be made for payments already collected. You are solely responsible for the proper cancellation of Your subscription by sending an email with your termination intention to: hello@palmhr.net.

PalmHR reserves the right to terminate this Agreement at any time in the event that You materially breach this Agreement and do not cure such breach within 30 days of PalmHR providing you with email notice. However, in the case of your nonpayment (including in the event when your credit card cannot be charged), PalmHR may suspend your access to the Services upon any such nonpayment and may terminate this Agreement, if such breach is not remedied within 30 days of notice by PalmHR to You. PalmHR may also downgrade, suspend or terminate your access to the Services without liability, after providing you with 30 days’ advance notice, if (a) you fail to affirmatively agree to material modifications of this Agreement, or (b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 15 days or more if you have a Demo account.

In the event of termination of any nature you are responsible to download all Your data from the platform in order to avoid loss of data. Specifically in the case of nonpayment and within the 30 days advance notice period.

Payment of Fees and Taxes

PalmHR will, depending on your preferred mode of payment, either charge your credit card or issue offline invoices to You in accordance with this Agreement. Offline invoices will be issued electronically and sent to the email address that You have disclosed upon signup (Initial Term) or the email that you have defined in the Settings / Account section of the PalmHR portal (Auto Renewal). You shall settle the due amounts no later than 15 business days after submission in full to the bank details provided in the respective invoice.

In case you signed up for a service tier where the use of services is limited to a certain amount of Active Users, PalmHR will evaluate excess usage upon Renewal Date and will, at its sole discretion, automatically upgrade your service tier and include prorated fees for excess usage already incurred.

PalmHR may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of Your subscription or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your annual subscription period will come into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If You do not agree to any such price changes, then you must cancel your subscription and stop using the Services prior to the commencement of the renewal subscription period for which the price change applies.

All fees described upon signing up to Your subscription are deemed to be exclusive of any taxes (VAT etc.) and any such taxes, if applicable, will be separately recognized in accordance with Saudi Arabian laws and regulations

Technical Support Services

PalmHR will provide to You telephone and email support twenty-four (24) hours per day, seven (7) days per week, three-hundred-sixty-five (365) days per year. Technical Support will include any research and resolution activity performed by PalmHR. A support request can be initiated by anyone of Your employees that You have designated as technical administrator (“Authorized User”) and a PalmHR support staff member will assign a severity level (as defined herein) to any incoming request accordingly.

Technical Support Services

PalmHR will provide to You telephone and email support twenty-four (24) hours per day, seven (7) days per week, three-hundred-sixty-five (365) days per year. Technical Support will include any research and resolution activity performed by PalmHR. A support request can be initiated by anyone of Your employees that You have designated as technical administrator (“Authorized User”) and a PalmHR support staff member will assign a severity level (as defined herein) to any incoming request accordingly.

Severity Level 1

This Severity Level is associated with:
Services, as a whole, are non functional or are not accessible; unauthorized exposure of all or part of Your Data; or, loss or corruption of all or part of Your Data.
Request Response Time: 30 minutes
Request Resolution Time: 2 hours

Severity Level 2

This Severity Level is associated with:
Significant and / or ongoing interruption of an Active User’s use of a critical function of the Services and for which no acceptable work-around is available.
Request Response Time: 1 hour
Request Resolution Time: 4 hours

Severity Level 3

This Severity Level is associated with:
Minor and / or limited interruption of an Active User’s use of a non-critical function of the Services; or, problems which are not included in Problem Severity Levels 1 or 2.
Request Response Time: 8 hours
Request Resolution Time: 24 hours

Severity Level 4

This Severity Level is associated with:
General questions pertaining to the Services.
Request Response Time: 8 hour
Request Resolution Time: 48 hours

Intellectual Property Rights

PalmHR owns and shall retain all right, title and interest in and to (a) the Services, including all intellectual property rights, and (b) transactional and performance data related to your use of the Services. PalmHR may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal Your identity, any of Your confidential information or any personally identifiable information that belongs to You or Your employees.

Modifications of Services or Agreement

The Services may be made available in free or paid versions at different levels. Not all features and functionality of the Services may be available in each version or level. PalmHR reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Services on a temporary or permanent basis, without liability to You or any third party.

Parts of this Agreement may be added, removed or modified at any time. In case any of the changes are deemed to be material, PalmHR will notify You of any such changes and ask You to affirmatively agree to such modified Agreement. However, your use of the Services after modifications to the Agreement become effective, constitutes your binding acceptance of such changes.

If You are not satisfied with the terms of this Agreement or any modifications to this Agreement or the Services, you agree that your sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.

Payroll Services

PalmHR gives you the opportunity to automate your payroll creation and Wage Protection System output files. This feature has been developed with PalmHR’s best knowledge about the current labor law requirements and technical compliance procedure of banking service providers. PalmHR does not take any responsibilities in case the payroll created by You using PalmHR is wrong, incomplete or non compliant with any laws and regulations of the Kingdom of Saudi Arabia. PalmHR can in no way be held responsible for any monetary damage that may be caused by a wrong, incomplete or non compliant payroll to You or any of Your employees.

Your Responsibilities

Assistance

You shall provide commercially reasonable information and assistance to PalmHR to enable PalmHR to deliver the Services. Upon request from PalmHR, You shall promptly deliver requested content to PalmHR in an electronic file format specified and accessible by PalmHR.

Compliance with Laws

You shall comply with all applicable Saudi Arabian laws in connection with the use of PalmHR including those laws related to data privacy, international communications, and the transmission of technical or personal data.

Authorized User Access

You shall be solely responsible for the acts and omissions of Your Authorized Users. PalmHR shall not be liable for any loss of data or functionality caused directly or indirectly by the Authorized Users.

Your Input

You are solely responsible for collecting, inputting and updating all Your Data and for ensuring that Your Data does not contain anything that is obscene, defamatory, harassing, offensive or malicious. You shall notify PalmHR immediately of any unauthorized use of any password or user id or any other known or suspected breach of security.

License from You

Subject to the terms and conditions of this Agreement, You shall grant to PalmHR a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Your Data solely as necessary to provide the Services.

Suggestions

PalmHR shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the PalmHR software any suggestions, enhancement requests, recommendation or other feedback provided by You, including Your Users, relating to the operation of the Services

Ownership

You retain ownership and intellectual property rights in and to Your Data. PalmHR retains all ownership and intellectual property rights to the Services and anything developed and delivered under the Agreement.

Confidentiality

Definition

“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Your Data as contemplated by this Agreement, Your Data is deemed to be Confidential Information. PalmHR Software Services and Documentation are deemed Confidential Information of PalmHR.

Confidentiality

During the term of this Agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

Exceptions

Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

Indemnification

Indemnification by PalmHR

If a third party makes a claim against You that the Software Services infringe any patent, copyright or trademark, or misappropriate any trade secret, or that PalmHR’s negligence or willful misconduct has caused bodily injury or death, PalmHR shall defend You and your directors, officers and employees against the claim at PalmHR’s expense and PalmHR shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by PalmHR, to the extent arising from the claim. PalmHR shall have no liability for any claim based on (a) Your Data, (b) modification of the Software Services not authorized by PalmHR, or (c) use of the Software Services other than in accordance with the Documentation and this Agreement.

Indemnification by You

If a third party makes a claim against PalmHR that Your Data infringes any patent, copyright or trademark, or misappropriates any trade secret, You shall defend PalmHR and its directors, officers and employees against the claim at Your expense and You shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by You, to the extent arising from the claim.

Conditions for Indemnification

A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

Warranty

PALMHR WARRANTS THAT THE SOFTWARE SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. PALMHR DOES NOT GUARANTEE THAT THE SOFTWARE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT PALMHR WILL CORRECT ALL SOFTWARE SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT PALMHR DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SOFTWARE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY PALMHR (EXPRESSED OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER PALMHR NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL PALMHR OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF YOUR OR ANY USER’S DATA, FILES, OR PROGRAMS.

Limitations of Liability

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.

General Provisions

Entire Agreement

This Agreement contains the entire Agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this Agreement.

Assignment

Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.

Notices

Except as otherwise permitted in this Agreement, notices under this Agreement shall be transmitted in electronic form via email and shall be deemed to have been given five business days after submission to the following email addresses: PalmHR: hello@palmhr.net You: the email address disclosed in Settings/Account in the PalmHR portal

Publicity

PalmHR may include Your name and logo in its customer lists and on its website. Upon signing, PalmHR may issue a high-level press release announcing the relationship and the manner in which You will use the PalmHR solution. PalmHR shall coordinate its efforts with appropriate communications personnel in Your organization to secure approval of the press release if necessary.

Governing Law; Venue

This Agreement shall be governed by the laws of the Kingdom of Saudi Arabia.

Severability

If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.

Statistical Information

PalmHR may anonymously compile statistical information related to the performance of the Services for purposes of improving the Service, provided that such information does not identify Your Data or include Your name.

No Waiver

No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach.

Force Majeure

Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of Allah, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

Language

This Terms of Service are available both in English and Arabic language. In case there is any dispute about the interpretation of any clause of this Agreement in different languages, the English version of this Agreement shall prevail.

Dispute Resolution

Your satisfaction is an important objective to PalmHR in performing its obligations under this Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

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