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Terms & Conditions

By using the licensed Persono software (“Persono”) the Customer acknowledges receipt of this document (“Agreement”) and understands its contents. Use of Persono shall imply that the Customer and Persono Digital HR Solutions (each a “Party” and collectively the “Parties”) agree on the deliverables, fees, Customer and Persono Digital HR Solutions responsibilities and confidentiality of Customer Confidential Information, and that both parties consent to be legally bound by all terms and conditions contained in this Agreement.

The initial term of this Agreement shall commence on the date of signing and shall continue to the End Date, one year later. Renewal is optional. Thereafter, this Agreement will automatically renew for additional successive one year terms unless Customer notifies Persono Digital HR Solutions in writing at least 90 days prior to the last day of the initial term or any Renewal Term of its intent to not renew. Either Party may notify the other party in writing at least (90) days prior to the last day of the current term of its intent not to renew.

A  Persono Customer Experience Manager will contact the customer upon contract Begin Date. Persono Implementation and all associated services, including all implementation meetings and all employee/manager  training, must be completed and scheduled by the Customer and Persono Digital HR Solutions within 120 calendar days following the Agreement Begin Date. The Agreement Begin Date will not be adjusted in the event of a customer delay. Persono Digital HR Solutions will provide a login to the Persono software to the Customer at the initial Implementation Kickoff meeting. Persono license renewal dates commence one year from the Agreement Begin Date, regardless of implementation delays from the Customer side (e.g. internal Customer delays or extended internal discussions to decide upon customisation options, etc.)

Payment

Payment Terms: Due at Contract Beginning Date, US Dollars, Net 30 Days

Persono License Model

A Persono Software License must be purchased for every employee entered into the Persono system. Each individual shall be referred to as an “employee” and counted for pricing purposes regardless of whether or not they are appraised or complete a self-appraisal. If an employee or contractor leaves the Customer’s organisation, the license may be re-assigned.

Persono Subscriptions

The Persono subscription will automatically renew at the end of each billing cycle unless cancelled contacting our sales or customer support team. Customers may cancel auto-renewal on your Subscription at any time, in which case the Subscription will continue until the end of that billing cycle before terminating. If a Customer terminates the Agreement if an annual fee has been paid, there will be no refund for the remainder of the term.

Additional Users

Additional users above the original subscription tier window may be added to the subscription fee during the initial term and subsequent renewal periods. The fee for additional users will be the rate on Persono’s website: www.personohr.com/pricing at the time of requesting additional users, at which point, your subscription will renew at the higher subscription tier window. Customer is required to inform Persono Digital HR Solutions when the number of added users exceeds the current pricing tier during the contract period. Persono Digital HR Solutions reserves the right to issue an adjusted invoice at any time.

Taxes

Taxes are generally not applicable. Fees do not include taxes or duties. If Persono Digital HR Solutions is required to pay or collect any federal, state, local, value added, tax or duty on any fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on Persono Digital HR Solutions net income, then such taxes and/or duties shall be billed to and paid by Customer immediately upon receipt of invoices and supporting documentation for the taxes and duties charged.

License

Persono Digital HR Solutions grants to Customer and its Contractors a non-exclusive, non-transferable, term-based, right-to-use license to access and execute Persono software on supported browsers which are listed on Exhibit A for internal business purposes and for testing, training and other non-production purposes.

Authorised Users

Customer shall use the Persono software for internal business operations including affiliated entities that control, or are controlled, by the Customer (“Affiliated Entities). Customer shall not permit Persono to be used by or for the benefit of anyone other than the Authorised Users. Customer shall not have the right to re-license or sell rights to access and/or use Persono, or to transfer or assign rights to access or use Persono, except as provided in Section 11.

Intellectual Property

Customer may not modify, translate, reverse engineer, de-compile, or create derivative works based upon Persono software. The Customer agrees to use Persono in a manner that complies with all applicable laws including intellectual property and copyright laws.

Title

The proprietary rights embodied in the installed Persono software system operating on Persono Digital HR Solutions or the Customer servers are the sole and exclusive property of Persono Digital HR Solutions

Hold Harmless

Persono Digital HR Solutions represents and warrants that Persono Digital HR Solutions has the authority to license Persono. Persono Digital HR Solutions and shall defend, indemnify, and hold the Authorised Users harmless from any and all claims, damages arising out of (1) the lack or right of authority to license Persono, or (2) infringement of any copyright, trade secret, or patent known to Persono Digital HR Solutions as the result of a current, unmodified copy of Persono; provided Persono Digital HR Solutions is promptly notified in writing of any such suit or claim. Furthermore, the Customer must permit Persono Digital HR Solutions to defend, compromise, or settle any such suit or claim and provide all available information and reasonable assistance to enable Persono Digital HR Solutions to do so.

Audit

Persono Digital HR Solutions reserves the right to audit the Customer to ensure license use compliance.

Technical Support

Support is included with the Persono License. This includes but is not limited to interim and code correction releases within the release version and major upgrades. The Customer is entitled to telephone support for Persono-related questions during normal business hours and days, Monday-Friday 9:00 AM – 8:00 PM GMT+3. The Customer may also e-mail questions to info@personohr.com , with response within 1 business day.

Persono Hosting Service

Persono Digital HR Solutions provides a web hosting service. Persono Digital HR Solutions represents that the Persono application and data is strives for 99.9% up time and Persono Digital HR Solutions adheres to best practices when it comes to security and confidentiality.

Data Backup

Persono Digital HR Solutions represents that it backs up all Persono data every day for disaster recovery purposes, and that it retains seven (7) days of full daily backups plus twelve (12) months of monthly backups. Backups are used for disaster recovery procedures, not recovery from user error.

Outages

Persono Digital HR Solutions shall strive to provide maximum availability but will not be held accountable for outages beyond its reasonable control. Persono Digital HR Solutions will use reasonable efforts to notify the Customer in advance regarding possible outages. Persono Digital HR Solutions represents that scheduled maintenance of the service is after 8:00 p.m. PST for minor upgrades and fixes. Persono Digital HR Solutions will use reasonable and good faith efforts to schedule maintenance between the hours of 8:00 PM – 8:00 AM GMT+3. Persono Digital HR Solutions will give Customer as much notice as reasonably possibly of any emergency procedures outside of scheduled maintenance. Persono Digital HR Solutions will give Customer 3 weeks notice for scheduling major upgrades.

Customer Responsibility 

Internet and Browser

The Customer shall be responsible for providing, at its own expense and risk, all Internet devices, supported browsers, Internet connections, and Internet Service Providers.

Principal Administrator

The Customer shall designate one employee as the Principal Administrator to communicate with Persono Digital HR Solutions Regarding technical issues. The Customer may change the Principal Administrator from time to time by written notice to Persono Digital HR Solutions’s contact person. All notices and communications from Persono Digital HR Solutions shall be directed to the Customer.

Cooperation

Customer acknowledges that certain services and obligations of Persono Digital HR Solutions may be dependent on Customer providing certain data, information, or assistance to Persono Digital HR Solutions from time to time. Customer acknowledges that such cooperation may be essential to the performance of services by Persono Digital HR Solutions. The Parties agree that any delay or failure by Persono Digital HR Solutions to provide services hereunder which is caused by Customer’s failure to provide timely Cooperation reasonably requested by Persono Digital HR Solutions shall not be deemed to be a breach of Persono Digital HR Solutions’s performance obligations under this Agreement.

Termination 

Termination for Cause

If either Party materially fails to comply with any of the material terms and conditions of this Agreement, including without limitation the payment of any undisputed subscription license fee or reimbursement due and payable under this Agreement, the non-defaulting Party may terminate this Agreement upon thirty (30) days written notice to the defaulting party specifying such breach, unless within the period of such notice, all breaches specified therein have been remedied. Notwithstanding the foregoing, Persono Digital HR Solutions shall have the right to terminate this Agreement immediately upon giving notice to Customer if Customer becomes insolvent, assigns or attempts to assign its business assets for the benefit of creditors, institutes or has instituted against it proceedings in bankruptcy, or dissolves or liquidates the business. In the event that Persono Digital HR Solutions terminates this Agreement for cause, Persono Digital HR Solutions will retain all subscription license fees already paid to Persono Digital HR Solutions These fees will not be refunded to Customer. In the event Customer terminates this Agreement for cause, the prorated license fee for the paid portion of the subscription will be refunded to Customer. Upon termination, Customer must immediately discontinue use of and destroy all copies of software and documentation in its possession.

Export Customer Data

If requested, by Customer at any time during the term of this Agreement or within 10 business days after the effective date of termination of this Agreement, Persono (on behalf of the customer) will export Customer data into a .csv. Following Customer’s successful receipt of Customer Data, Customer shall confirm the same to Persono Digital HR Solutions in writing after which time Persono Digital HR Solutions shall delete Customer Data, unless legally prohibited (in which case, Persono Digital HR Solutions may save a copy of the Customer Data, but may not access or use same), that is in it’s possession or under its control and Persono Digital HR Solutions shall have no further obligation regarding same. In the event that Customer does not request desired data prior to the disabling of Persono, Persono Digital HR Solutions shall have the right to delete Customer’s content and Persono Digital HR Solutions shall have no further obligation.

Continuing Obligations

The following obligations shall survive the expiration or termination hereof: (1) any and all warranty disclaimers, limitations of liability and indemnities granted by either Party herein, (2) any covenant granted herein for the purpose of determining ownership of, or protecting, the proprietary rights, including without limitation, the confidential information of either Party, or any remedy for breach thereof, and (3) the payment of any undisputed taxes, duties, or any monies due.

Ownership and Confidentiality

Ownership

Title to the proprietary rights embodied in the Persono software system shall remain in and be the sole and exclusive property of Persono Digital HR Solutions

Confidentiality of Agreement

Customer acknowledges that the terms and conditions of this Agreement are considered confidential but Customer shall have the right to disclose the terms of this agreement to Customer’s insurance companies as well as to Customer’s legal, financial, and accounting advisors. Customer shall also be able to disclose this Agreement if such disclosure: (1) is in response to a valid order of a court or other government body; (2) is otherwise required by law, order, subpoena, or other document request of a court, administrative agency or other governmental body; or (3) is otherwise necessary to establish rights and enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.

Confidentiality of Persono Software

Customer acknowledges that the Persono software embodies logic, design, and coding methodology, which constitute valuable confidential information that is proprietary to Persono Digital HR Solutions and its licensors. Customer shall safeguard the right to access the Persono software system using the same standard of care that Customer uses for its Customer Confidential Information (as defined below), but in no event less than reasonable care.

Confidentiality of Customer Information

All confidential and proprietary information of Customer and its Authorised Users and associated appraisals disclosed to Persono Digital HR Solutions in connection with the performance of this Agreement shall be held as confidential by Persono Digital HR Solutions and shall not, without prior written consent of Customer, be disclosed other than for the performance of this Agreement. Persono Digital HR Solutions shall safeguard the confidentiality of employee names and associated appraisals using the same standard of care that Persono Digital HR Solutions uses for its own confidential information, but in no event less than reasonable care. The foregoing obligation shall not apply to any Customer Confidential Information which: (1) is known, or hereafter becomes, through no act of failure to act on the part of Persono Digital HR Solutions, generally known or available; (2) is known by Persono Digital HR Solutions at the time of receiving such information as evidenced by its written records; (3) is hereafter furnished to Persono Digital HR Solutions by a third party, as a matter of right and without restriction on disclosure; (4) is independently developed by Persono Digital HR Solutions as evidenced by its written and dated records and without any breach of this Agreement; or (5) is the subject of a prior written permission to disclose provided by Customer. Further notwithstanding the forgoing, disclosure of Customer Confidential Information shall not be precluded if such disclosure: (1) is in response to a valid order of a court or other government body of the Turkey; (2) is otherwise required by law; However, if Persono Digital HR Solutions is compelled by the circumstances set forth in the preceding sentence to disclose Customer Confidential Information, it shall provide Customer with prior notice of such compelled disclosure to the extent legally permitted.

Limiting the Use of Personal Data

Persono employs role-based security based on an organisational hierarchy in the software.  The identified customer-appointed system administrator for the Persono system has the ability to change organisational structure, thus increasing or decreasing visibility of data within the system.

Persono will not use personal data for any means other than support of the Persono system, as requested by the identified system administrator or his/her designees.

If an individual does not know his/her organisation’s identified system administrator, please send an email to info@personohr.com for assistance.

Warranties 

Operational Warranty

During the term thereof, Persono Digital HR Solutions, warrants that the Persono software system will conform to, operate, and be accessible through the Internet (“Operational Warranty”).

Suitability and Liability

Except as otherwise set forth in this Agreement, Persono Digital HR Solutions, does not warrant that the Persono software or the hosted service will be uninterrupted or error-free or meet any particular criteria, performance, quality, accuracy, purpose, or need assumed by the Customer. In no event shall Persono Digital HR Solutions, or the Customer be liable to the other for any indirect or consequential damages.

Remedy

Persono Digital HR Solutions’s sole and exclusive liability for breach of the Operational Warranty shall be the replacement of service for any time the Persono Digital HR Solutions Application Server and/or the Persono software does not conform to the warranted specifications. When replacement of service is not possible, Persono Digital HR Solutions’s entire, cumulative liability for money shall be limited to that portion of the subscription license fees paid when the Persono Digital HR Solutions Application Server and/or Persono software does not conform to the warranted specifications.

Warranty Disclaimers

Except for the Operational Warranty and any other representations and warranties provides in this Agreement, Persono Digital HR Solutions, does not make any warranty of any kind, express or implied, and Persono Digital HR Solutions, specifically disclaims the implied warranties of title, non infringement, merchantability, fitness for a particular purpose, systems integration, and data accuracy. Customer acknowledges that no representations other than those contained in this agreement have been made respecting the Persono software system or services to be provided in this Agreement, and that the Customer has not relied on any representation not expressly set out in this Agreement. Further, Customer acknowledges and agrees that the Internet is not established or maintained by Persono Digital HR Solutions, that Persono Digital HR Solutions has no control over the Internet, that Persono Digital HR Solutions, is not liable for the content or loss of any data transferred either to or from Customer via the internet or stored by the Customer and that Persono Digital HR Solutions, is not liable for the discontinuance of the operation of any portion of the Internet or possible regulation of the Internet which might restrict or prohibit the operation of the Persono software system.

Damages

Limitation of Damages

Persono Digital HR Solutions’s entire, cumulative liability for money arising out of this agreement shall be limited to that portion of the subscription license fees paid when the Persono software system does not conform to the specifications during the material breach of this Agreement by Persono Digital HR Solutions

Disclaimer of Incidental and Consequential Damages

In no event shall either Party be liable to the other under any theory including contract and tort (including negligence and strict products reliability) for any indirect, special or incidents or consequential damages, even if the party causing such damages has been advised of the possibility of such damages.

Notice 

Contact

All notices and communications to Persono Digital HR Solutions shall be directed to: Persono Digital HR Solutions Contact address as stated at personohr.com/contact web site.

Notices by Personal Delivery and Postal Mail

All notices given in writing shall be effective when either served by personal delivery or by certified or registered mail. To be effective, all such notices shall be addressed to the contact persons of the parties at their respective addresses as set forth above, or to such other addresses as either part may later specify by written notice.

Notices by E-mail

Notwithstanding the above provisions regarding notices by personal delivery, postal delivery, and electronic transmission, an electronic mail message sent by one party to the other shall be deemed to constitute an effective notice hereunder only if (1) the electronic mail message notice prominently states that it is being given under this Agreement and requests an e-mail response acknowledging receipt; and (2) the responding electronic e-mail message (a) clearly refers to the specific e-mail message to which it is responding, and (b) includes a copy of such text of such message. Further, to be effective, all such notices shall be addressed to the contact persons of the parties at their respective e-mail addresses as set forth above, or to such other e-mail address as either party may later specify by written notice.

Governing Law

This Agreement shall be construed under the laws of the Turkey without regard to its principles of conflicts of law.

Assignment

Customer Assignment

Customer shall not assign this Agreement or any right of interest under this neither Agreement, nor delegate any work or obligation to be performed under this Agreement, without Persono Digital HR Solutions’s prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.

Persono Digital HR Solutions Assignment

Persono Digital HR Solutions’s rights under this agreement may be assigned as part of a sale or transfer of Persono Digital HR Solutions’s business or assets without the Customer’s prior approval.

Enforcement

The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party hereafter to enforce any provision hereof.

Entire Agreement

Understanding

This Agreement constitutes the entire understanding of the parties with Respect to the subject matter of this Agreement and merge all prior communications understandings, and agreements. This Agreement may be modified only by written agreement signed by the Parties.