These Terms form part of the Agreement and define the terms and conditions under which you’re allowed to use the Services in accordance with the Agreement. They also govern your access to and use of all software, mobile apps, websites, and related services provided to you by Max (collectively, the “Services”).

Please read these Terms carefully before you start to use the Services. By using the Services or signing up for an account, you accept and agree to be bound and abide by these Terms, Privacy Policy, and other applicable policies and terms of the Agreement. You must not access or use the Services if you do not agree to the full Agreement.

 

1. Definitions

 

The following definitions apply to these Terms:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
• “Agreement” means these Terms, in addition to our Privacy Policy, Data Processing Agreement (“DPA”), Business Associate Agreement (“BAA”), Refund Policy, Spam Guidelines, Affiliate Terms, and any other electronic or written agreement as applicable between or applicable to Max and Customer, which govern the provision of the Service to you, as may be updated from time to time.
• “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.
• “Customer” means you, your organization, or your employer.
• “Data Controller” means the natural or legal person, public authority, agency, or other body that, alone or jointly with others, determines the purposes and means of the Processing of Personal Data. You (or your organization or employer) are the Data Controller; Max is not the Data Controller, but the Data Processor, with respect to the Processing of your Personal Data.
• “Data Processor” means the entity that processes Personal Data on behalf of the Data Controller, including, as applicable, any “service provider” as that term is defined by the CCPA. Max is the Data Processor that has been retained by the Data Controller (you or your organization or employer) to process your Personal Data on behalf of the Data Controller (Max).
• “Data Protection Laws” means any and all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom, and the United States and its states, applicable to the processing of Personal Data under the Agreement as amended from time to time, including but not limited to EU Data Protection Laws and Non-EU Data Protection Laws applicable to the Processing of Personal Data under the Agreement.

 

• “Platform” refers to Staff Monitoring Applications, and Project Management Applications.
• “Personal Data” means any information relating to (i) an identified or identifiable natural person or (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws).
• “Process” and “Processing” mean any operation or set of operations that are performed upon Personal Data, whether by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.
• “Project Management Application” refers to Max’s web-based project management tool that allows users to organize, assign, and track progress on tasks.
• “Staff” refers to an individual within a user’s organization who is subject to the Staff Monitoring Application.
• “Staff Monitoring Application” refers to Max’s software application that allows users to track time worked, activities, locations, and other related information for individuals within the user’s organization. The Staff Monitoring Application is one aspect of the service provided by Max under these terms.
• “You,” “Your,” or “User” refers to anyone accessing or subject to the service, including any staff member, or user of the Project Management Application.

 

2. License for use of the service; identity authentication

 

The Service is licensed for use only under these Terms. Max reserves all rights not expressly granted to you, including title and exclusive ownership of the Service, any and all software or updates thereto, and source code for the Service.

Upon registering for the Service, Max gives you the right to install the Service for use by the total number of Users you identify and authorize. The Service may not be used or accessed by (a) individuals who are not named individuals, or (b) any other software or hardware device that does not require a named individual to use or access it. A named individual is someone you’ve identified by name as being authorised to use the service, regardless of how that access occurs or if that person uses any hardware or software that reduces the apparent number of Users who are using the service, such as a terminal service. The Service may not be used or accessed by any other software or hardware device that does not require an individual to use or access it. Max reserves the right at any time to require you to provide a list of the named individual(s).

You may not rent, lease, lend, sell, redistribute, or sublease the Service. These Terms will govern any upgrades provided by Max that replace and/or supplement the original Service. You agree to use your best efforts to protect the Service and upgrades from unauthorized use, reproduction, distribution, publication, or alteration.

 

3. Installation, customization, and updates

 

Installation of the Service and any required modification of the Service to accommodate your computer system must be performed by you. All updates, upgrades, enhancements, and modifications to the Service MUST be performed by Max . Such updates include any changes or improvements to the Service, whether arising out of the Service’s particular configuration for your use or otherwise. At all times while these Terms are in effect, you shall provide Max with access to your computer system so that Max may install all updates. Failure to allow Max to install updates or to compensate Max for the installation of updates automatically terminates all warranties for any purpose related to the Service as well as your license to use the Service.

 

4. Term and fees

 

Provided prior notice of pricing is given to you, Max reserves the right to charge you for use of the Service on a periodic (e.g., weekly or monthly) basis or otherwise. These Terms shall begin upon your registration for the Services and shall continue until your use of the Service is terminated by you or by Max. You are responsible for all fees due to Max and any compensation due to any Marketplace Member prior to the termination date.

 

5. Termination

 

Upon the termination of these Terms, the Service and all updates may cease to properly function, and all warranties, express or implied, regarding the Service shall terminate. Your rights under these terms will automatically terminate without notice from  Max if you fail to comply with any provision of these Terms. Further, Max may terminate the Service for any action taken by you that Max believes, in its sole discretion, is an inappropriate use of the Service even if not specifically detailed by these Terms, including, any use of the Service that is prohibited by federal, state, or local law. Any warranty regarding the Service will automatically terminate without notice if you fail to comply with any provision of these Terms. The parties expressly acknowledge and agree that all provisions of these Terms that concern Copyright or other protectable interests of Max shall remain in full force and effect notwithstanding termination of any warranty or use of the Service.

 

6. Proprietary nature of the service

 

The Service and Platform are proprietary to and valuable trade secrets of Max. You acknowledge the Service contains proprietary content, information, and material that is protected by applicable intellectual property and other laws, including, but not limited to copyright, trademark, and service marks, and that you will only use such proprietary content, information, or material for permitted uses under these Terms. The Service is entrusted to you only for the purposes set forth in these Terms. You will not reverse engineer, duplicate, translate, modify, copy, printout, disassemble, decompile, or otherwise tamper with the Service or any software provided therewith. The parties acknowledge that any violation of this provision will cause irreparable harm to Max. As a consequence, the parties agree that if you fail to abide by these Terms, Max will be entitled to specific performance, including the immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms, to judgment for damages caused by such a breach, and to any other remedies provided by law.

 

7. Consent to use of data

 

You agree that Max may collect and use technical data and User information as described in its Privacy Policy (https://maxhr.io/privacy), including, but not limited to, information about you and your device, system, application software, and peripherals, that is gathered periodically to facilitate the provision of customization, updates, and other services to you (if any) related to the Service. Max may use this information, to improve the Service or to provide services or technologies to you. Max treats Personal Data differently from general information. Personal Data can be used to identify, locate, or contact you. General information is information that is not Personal Data and is not associated with Personal Data. Max may convert Personal Data into general information by excluding information that is personally identifiable. You acknowledge that general information belongs to Max and that Max has the right to use such general information as it determines in its sole discretion. Max may Process information in the country where it was collected as well as in other countries (including the United States) where laws regarding the Processing of Personal Data may be less stringent than the laws in your country. Max uses Personal Data for its own internal purposes, including contacting you via email to inform you about updates to the Service and providing you with information relating to transactions that you conduct on the Max website. Meet may disclose Personal Data to third parties who process it in accordance with Max‘s instructions in order for Max to provide Services to you (including payment processing for

Service use). Max reserves the right to disclose your information if Max has a good-faith belief that the disclosure is (a) required by law, regulation, or legal process; (b) appropriate to detect, prevent, or remedy violations of these Terms, fraud, security, or technical issues; or (c) permitted in order to protect Max, other Users, or the public. If Max is involved in a change of control through the sale of assets or otherwise, we will give notice before your Personal Data is transferred or becomes subject to a different privacy policy.

 

8. Content and linking to other websites

 

The Service may enable access to Max Talent and the parties’ websites, as well as the websites of third parties (collectively, the “Websites”). The Websites may display, include, or make available content, data, information, applications, or materials from third parties, including your data, or provide links to additional third-party websites (“Data and Materials”). By using the Service, you acknowledge and agree that Max is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright or trademark compliance, legality, decency, quality, or any other aspect of the Website. Max does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any data and materials on the Websites. To the extent you choose to access such Websites, you do so at your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, applicable local laws. Max reserves the right to change, suspend, remove, or disable access to the websites at any time without notice. In no event will Max be liable for the removal or disablement of access to any such websites. Meet may also place restrictions on the use of or access to specific websites at any time and without notice or liability. You agree to use the Websites at your sole risk and that Max shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

 

10. Disclaimer of warranty

 

You expressly acknowledge and agree that the use of the service is at your sole risk. Max cannot and does not warrant that the service will meet your requirements, that the operation of the service will be uninterrupted or error-free, or that defects in the service will be corrected. As such, you shall not rely exclusively on the service for any reason. The service and anything related thereto are provided “as is” and “as available,” with all faults and without warranty of any kind, and Max hereby disclaims all warranties and conditions with respect to the service and anything related thereto, either express, implied, or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, and non-infringement of third party rights. No oral or written information or advice given by Max, or its authorized representative shall create a warranty.

 

11. Suggestions and feedback

 

Max welcomes feedback or inquiries about the Service. If you elect to provide any feedback or comments of any nature to Max, all feedback and comments shall be the sole and exclusive property of Max, and Max shall have the right to use such feedback in any manner and for any purpose in its exclusive discretion without remuneration, compensation, or attribution to you. Max is under no obligation, however, to use such feedback.

 

12. Refund policy

 

You can cancel your account at any point in time from your organization page or by sending an email to [email protected] with the subject line “Cancel.” We would be glad to provide further instructions at that time on how to cancel your account if needed. There will be no refunds given except in specific situations where our support team deems it necessary.

 

13. Legal notice

 

Max may modify these Terms or any additional terms, and such modification shall be effective and binding on you upon notice by Max via email to the email account provided by you upon registration for the Service. If you do not agree to any modification of these Terms, you should discontinue your use of the Service.

Communications made through the Max website or any email or contact links provided thereon shall in no way be deemed to constitute legal notice to Max or any of its officers, employees, agents, or representatives, such as where notice to Max is required by contract or any federal, state, or local laws, rules, or regulations.

 

 14. Eligibility

 

In order to use the Service, you must: (i) be at least eighteen (18) years old and able to enter into contracts; (ii) complete the account registration process; (iii) agree to these Terms and the Agreement; (iv) provide true, complete, and up-to-date contact and billing information; (v) not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and (vi) not be listed on any U.S. government list of prohibited or restricted persons. By using the Service, you represent and warrant that you meet all the requirements listed above and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise. Max reserves the right to refuse service, close accounts, and change eligibility requirements at any time.

 

15. Data Protection

 

You represent and warrant that your use of the Service will comply with all applicable laws and regulations, including all Data Protection Laws. You are responsible for determining whether the Service is suitable for you to use in light of your obligations under any laws and regulations, including HIPAA, GLBA, Data Protection Laws, United States export control laws and regulations, economic sanctions laws and regulations, or other applicable laws. Max is not liable if your use of the Service violates any laws or regulations to which you are subject. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other applicable laws. You represent and warrant that you have obtained valid consent or another valid legal basis for all data, including Personal Data, you upload to, store, or Process with the Service

You further agree, represent, and warrant to Max that: (i) you will obtain and maintain all necessary permissions and valid consents or other valid legal bases required to lawfully transfer data to Max and to enable such data to be lawfully collected, Processed, and shared by Max for the purposes of providing the Service or as otherwise directed by you; and (ii) to the extent Max processes your data or information protected by Data Protection Laws as a Data Processor on your behalf, you and Max’s shall be subject to and comply with the Max’s Data Processing Agreement, which is incorporated into and forms an integral part of these Terms and the Agreement. Max’s DPA sets out your and Max’s respective obligations with respect to data protection and security when Processing your data on your behalf in connection with the Services. You agree to indemnify and hold us harmless for any losses caused by your violation of this Section, including all legal fees and expenses.