RESOURCES +HUMANS

Terms and Conditions

Last Updated: March 5, 2019

Welcome to Resources +Humans, located at https://www.resourcesandhumans.com (the “Website”). The Website contains our subscription services (“Subscription Services,” together with the Website, the “Services”).  The Services are owned by Gray ScalableLLC (“Company,” “we,” “our” or “us”).

 

YOUR ACCESS AND USE OF THE SERVICES IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS") AND ALL APPLICABLE LAWS. BY ACCESSING OR USING ANY PART OF THE SERVICES, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS AND CONDITIONS.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, YOU MAY NOT USE ANY PORTION OF THE SERVICES.

THESE TERMS AND CONDITIONS CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, SINCE THEY AFFECT YOUR LEGAL RIGHTS.

Accessibility: If you are having any trouble accessing these Terms and Conditions or the Services, please contact us at help@resourcesandhumans.com. Our hours of operation are Monday-Friday 9:00-5:00 Eastern Standard Time.

Authorized Use of Services:  The Services are provided for your personal and non-commercial use and for informational purposes only. Any other use of the Services requires the prior written consent of Company. By using the Services, you further represent and warrant that you are located inside the U.S. and agree to be bound by U.S. laws. This Services is intended for users located in the United States only. Our goods and services are not intended for use outside of the United States.

Unauthorized Use of Services:  The Services or any portion of the Services may not be reproduced, duplicated, copied, sold, resold, visited, circulated or otherwise exploited for any commercial purpose without express written consent of Company (including information obtained from our live consultants). The foregoing includes a strict prohibition from making screen-shots or otherwise duplicating and saving any content from the Subscription Services outside of our Website or Services for any reason.

You may not: (i) modify, adapt, create derivative works from or translate any part of the Services, (ii) reverse engineer, decompile or disassemble the Services or otherwise attempt to obtain its source code, underlying ideas, algorithms, file formats or programming interfaces of the Services, (iii) use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Services, (iv) take any action to interfere with, or disrupt, the Services or any other user's use of the Services, including, without limitation, via means of overloading, “flooding,” “mailbombing,” or “crashing” the Services, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms and Conditions, (v) interfere or attempt to interfere with the proper working of the Services any activities conducted on the Services, (vi) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services), (vii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (viii) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company and our affiliates without express written consent any use of metatags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent of Company; (ix) remove or alter any copyright, trademark or other proprietary notice contained in the Services. Any unauthorized use terminates the permission or license granted by Company.

Further, while using our Services (including our live consultation service) you may not (a) provide information that you know is false, misleading, untruthful or inaccurate, or that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or is otherwise inappropriate as determined by us in our sole discretion; (b) impersonate any person or entity, including any of our employees or representatives; (c) misrepresent your identity, create an Account for anyone other than yourself (or your business), or use or attempt to use another’s account; (d) harass our live consultants or our employees and representatives.

Proprietary Rights: Company is the owner of or otherwise licensed to use all parts of the Services, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Website belong to third parties who have authorized Company to display the materials, such as certain third party licensors.  By using the Service, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in these Terms and Conditions, no license is granted to you and no rights are conveyed by virtue of accessing or using the Services. All rights not granted under these Terms and Conditions are reserved by Company.

  • Copyright: All content included on this site, such as text, graphics, logos, button icons, images, content, information, data, digital downloads, and software, is the property of Company or its content suppliers and protected by the United States and international copyright laws. The compilation of all content on this Web Site is the exclusive property of Company and protected by U.S. and international copyright laws. All software and content used on this Website or our Subscription Services is the property of Company or its suppliers and protected by the United States and international copyright laws.

  • Trademarks: Resources +Humans, Gray Scalable and other Company marks found on our Services are trademarks or registered trademarks of Company in the United States and other countries. All graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of Company, and may not be used in any manner that is likely to cause confusion among customers, that disparages or discredits Company, or any other manner not expressly permitted herein. All other trademarks not owned by Company that appear on this Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Company.

  • Feedback: We welcome your feedback and suggestions at any time; however, when you submit an unsolicited idea to this Website or about our Services, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us.  Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for Company to utilize your submission, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you.

Subscription Account: You may register for an account with us (an “Account”), by selecting a password and entering certain personal information such as your name, email, and other important details that enable us to provide Subscription Services to you. An Account allows you to subscribe to our Subscription Services and manage your subscription. You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username or a name subject to any rights of a person other than you or the legal entity that you work for without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may not use another person’s user account or registration information without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account.

We reserve the right to close your Account and deactivate or cancel all related Subscription Services at our sole discretion, including a violation or suspected of these Terms and Conditions.

Subscribing, Renewing and Cancelling: To subscribe to our Subscription Services, you must sign up for an Account and select and pay for a package (monthly or quarterly). You will be asked to enter your payment information when you purchase any Subscription Services. Depending on the package you’ve selected, you may be charged up front for three months (for the quarterly package) or monthly (for the monthly package).

The monthly package is set to recurring payments and will charge monthly until canceled. An email receipt is sent after each successful charge. Regardless of when you cancel, you will have access to the Subscription Services until the end of your billing period.

The quarterly package is also set to automatic renewal, but you will receive a payment renewal reminder email three days before the renewal of a quarterly package.

To ensure successful cancellation of a Subscription Service package, you will need to cancel your package at least one day prior to the renewal date.

You may cancel your Subscription Services through the “Your Account” button on the Website up until the date of the auto-renewal.

Third Party Links: This Website may contain links to other websites not maintained by us. Other websites may also reference or link to our Website. We encourage you to be aware when you leave our Website and to read the terms and conditions and privacy statements of each and every website that you visit.  We are not responsible for the practices or the content of such other websites.

No Warranties:  WHILE THE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE SERVICES, EXCEPT FOR THE EXPRESS WARRANTIES STATED ON OUR SERVICES, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF INFORMATION ON THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICES, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SERVICES. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

IN NO EVENT WILL THE COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE GREATER OF THE FEES YOU PAID TO COMPANY FOR PRODUCTS AND SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM OR ONE HUNDRED UNITED STATES DOLLARS.

Changes:  All information posted on the Website is subject to change without notice.  In addition, these Terms and Conditions may be changed at any time without prior notice. We will make such changes by posting them on the Website. You should check the Website for such changes frequently. Your continued access of the Website after such changes conclusively demonstrates your acceptance of those changes.

Indemnification:  You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to (i) your use of the Services, (ii) any breach by you of any of these Terms and Conditions, (iii) any violation of applicable law.  

Severability:  If any part of these Terms and Conditions shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms and Conditions, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Waiver; Remedies: The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms and Conditions by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms and Conditions. The rights and remedies of Company under these Terms and Conditions and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company's right to exercise any other right or remedy.

Governing Law; Dispute Resolution; Arbitration:  The laws of the State of New York shall govern these Terms and Conditions. While we will make reasonable efforts to resolve any disagreements you may have with Company, if these efforts fail you agree that all claims, disputes or controversies against Company arising out of these Terms and Conditions, or the purchase of any products or services ("Claims") shall be exclusively submitted to binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Company agree in writing, and the arbitrator shall apply New York law consistent with the Federal Arbitration Act. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below.

American Arbitration Association

Website: www.adr.org

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms and Conditions, in which case these Terms and Conditions will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator's award is final and binding on the parties.

ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ARISES. AS NOTED ABOVE, YOU AND COMPANY HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL.

We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration.

Privacy Policy:  Use of the Services is also governed by our Privacy Policy, which is incorporated herein by reference.

Questions:  Should you have any questions regarding these Terms and Conditions you may contact us at: privacy@resourcesandhumans.com