Terms of Service

Last Updated: April 03, 2025

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.

Software & Services

This Agreement sets forth the terms and conditions under which PalmHR agrees to provide You with certain hosted Software Services (“Software”) as well as optional HR Concierge Services (“Services”) and make available all other services necessary for productive use of such Software including Implementation and Technical Support. This Agreement shall remain in effect unless terminated as provided for herein.

Subscription Effective Date

Your subscription will be effective from the value date of receipt of payment of all fees as indicated in the Proposal.

Term and Termination

This Agreement is valid from the Subscription Effective Date for the duration of the billing cycle as indicated in the proposal and is subject to be automatically renewed thereafter (“Auto Renewal”) for consecutive Terms. PalmHR reserves the right to inform You about any amendments to this Agreement in writing 30 days prior to the Auto Renewal date. You have the right to terminate this Agreement at any time giving PalmHR written notice subject to 30 days notice period.

Payment of Fees and Taxes

PalmHR will be issuing invoices to You in accordance with the signed Proposal. Invoices will be issued electronically and sent to the email address that is associated with Your signatory of the Proposal or as defined in the billing section of the platform. All invoices are deemed to be accepted if you don’t notify PalmHR in writing within 5 business days of electronic invoice submission and You shall settle the due amounts no later than 5 business days after submission in full to the bank details provided in the respective invoice. All fees described in the Proposal are deemed to be exclusive of any taxes (VAT etc.) and any such taxes, if applicable, will be separately recognized in accordance with local regulations.

Upgrades

Any upgrades made to your subscribed plans, ie. adding of additional users or the activation of paid addons, create unbilled charges associated with your account and are invoiced and become payable in accordance with Palm.hr’s fair use policy.

Fair Use policy

Palm.hr will invoice any due amounts that are associated with upgrades during your subscription term once the unbilled charges have reached 10% of the total subscription value or at the end of each calendar quarter, whichever comes first.

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.

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 by PalmHR LLC

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 LLC’s negligence or willful misconduct has caused bodily injury or death, PalmHR LLC shall defend You and your directors, officers and employees against the claim at PalmHR LLC’s expense and PalmHR LLC 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 LLC, to the extent arising from the claim. PalmHR LLC shall have no liability for any claim based on (a) Your Data, (b) modification of the Software Services not authorized by PalmHR LLC, 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 LLC that Your Data infringes any patent, copyright or trademark, or misappropriates any trade secret, You shall defend PalmHR LLC 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 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 LLC: hello@palmhr.net You: the email address disclosed in Settings/Account in the PalmHR LLC portal

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

Publicity

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