This Master Subscription Agreement (the “Agreement”) sets forth the terms and conditions that govern Your access to and use of the Services (as defined below), and is between HigherMe, Inc. (“HigherMe”), a Delaware corporation, and the company or other legal entity for which You are accepting this Agreement, and affiliates of that company or entity (“You” or “Your”). This Agreement is effective, and You agree to its terms and conditions, as of the date that You accept the Agreement by executing an order form that references this Agreement (the “Effective Date”).
If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity and its affiliates.
This Agreement was last updated on July 1, 2024.
RECITALS
WHEREAS, HigherMe is a provider of employee hiring and onboarding solutions, including, but not limited to certain web-based applications, and professional services and;
WHEREAS, You desire to engage HigherMe to provide You with access to certain hiring and onboarding products and professional services and;
WHEREAS, HigherMe desires to provide You with access to certain hiring and onboarding products, subject to the terms, conditions and restrictions set forth herein:
NOW THEREFORE, in consideration of the promises hereof, and the mutual obligations herein made and undertaken, the parties agree as follows:
1. SERVICES
1.01 Services. Subject to the terms and conditions more fully set forth within this Agreement, and in consideration for Your performance in accordance with this Agreement, HigherMe agrees to provide to You certain hiring and onboarding services (the “Services”) further described in a HigherMe Statement of Work Form or Order Form (whichever is applicable) entered into between HigherMe and You (each, an “SOW”). Additional Services will be described in subsequent SOWs and numbered accordingly.
1.02 Nature of Services. You acknowledge that the Services provided consist of web-based applications which are owned by or licensed to HigherMe and accessible via Internet connections.
1.03 Grant of License. For the Term of this Agreement, HigherMe grants You a personal, non-exclusive, non-transferable and limited license to access and use the Services in accordance with the terms of this Agreement. Said license shall expire immediately upon the expiration or termination of the then current Term, as defined herein below.
2. PAYMENT
2.01 Payment Terms. You shall pay all fees or charges as specified on each executed SOW (“Fees”). All payment obligations are non-cancelable and all amounts paid are nonrefundable. Unless otherwise set forth in the applicable SOW, payment terms are net 30 days from the date of HigherMe’s invoice, without offsets or deductions of any kind, and payment is due in US dollars. If payment under an applicable SOW is to be made via credit card or electronic money transfer (i.e., ACH), such payment shall be chargeable upon invoice date. HigherMe’s Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on HigherMe’s income. If HigherMe has the legal obligation to pay or collect taxes for which You are responsible, the appropriate amount shall be invoiced to and paid by You unless You provide HigherMe with a valid tax exemption certificate authorized by the appropriate taxing authority. If You believe Your bill is incorrect, You must contact HigherMe in writing within 90 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You agree to provide HigherMe with accurate billing and contact information, including Your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Administrator. You agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, HigherMe reserves the right to terminate Your access to the Services in addition to any other legal remedies. HigherMe reserves the right to modify its Fees with respect to its Services and to introduce new charges to become effective upon the upcoming Renewal Service Term by providing You written notice at least 45 days prior to the end of the then current Service Term; in the event that You do not provide notice of termination to HigherMe as described below, such Fee changes shall become effective at the commencement of the next Renewal Service Term. In the event You fail to make payments per payment terms as set forth in this Agreement or in any applicable SOW, and legal enforcement by HigherMe is deemed necessary, You agree to pay all reasonable legal fees and costs incurred by HigherMe.
2.02 Late Payment. Full payment for invoices issued must be received by HigherMe within thirty (30) days or as governed by applicable SOW after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 3% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. If full payment for invoices issued are not received within thirty (30) days of receipt of a late payment notice, HigherMe reserves the right to terminate Your access to the Services in addition to any other legal remedies.
3. CUSTOMER USAGE
3.01 Acknowledgments. You shall not use the Service in any manner that is unlawful. HigherMe shall not participate in any manner with respect to any employment decision of Yours, including whether to employ or not to employ an applicant, or to promote, demote, transfer, or discharge any employee of Yours.