Terms of Service
Last updated: June 16, 2022
If you contracted with Hone Group Inc., according to its online terms of service before June 16, 2022, or renewed that online Terms of Service before June 16, 2022, then your use of the Services will be governed by the previous version of the Hone online terms of service located at honehq.com/archive_termsofservice.
For all other Customers, your use of the Services will be governed by the Services Agreement displayed below.
PLEASE READ THIS SERVICES AGREEMENT CAREFULLY. THIS SERVICES AGREEMENT, TOGETHER WITH THE ORDER FORM, IS A BINDING CONTRACT FOR THE USE OF THE HONE GROUP, INC. SERVICES.
IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE PROVISIONS OF THIS SERVICES AGREEMENT THEN DO NOT ACCESS OR USE THE HONE GROUP, INC. SERVICES.
This Services Agreement is comprised of Appendix A (Terms of Service) and Appendix B (Professional Services).
- Key Definitions.
“Learner” means an individual whom Customer has authorized to participate in Classes or use the SaaS Services, or both, up to the maximum number of learner listed on the related Order Form.
“Order Form” refers to a form issued by Hone containing the terms of payment and specifications of the Services provided under this Agreement, executed by both Customer and Hone. An Order Form shall require that the Customer agree to be bound by the terms of the Agreement.
“Professional Services” means any professional services associated with the SaaS Services ordered by Customer, such as Customization Services, Advanced Customization Services and Add-On Services (each as defined in Appendix B).
“SaaS Services” means the Hone Software-as-a-SaaS Service or Platform-as-a-SaaS Service services subscriptions ordered by Customer under an Order Form and made available online by Hone at https://honehq.com/.
“Services” means the SaaS Services and Professional Services.
“User Content” means content submitted by or for Customer to the SaaS Services or provided by Customer to Hone in connection with Professional Services, such as text, images, other content, trademarks and other branding elements.
- Access to the SaaS Services.
- Access. Subject to the terms and conditions of the Agreement, and for the duration of the period set forth in the Order Form, Hone hereby grants Customer a limited, non-exclusive, non-transferable right to, and to permit its Learners to, access and use the SaaS Services, solely for Customer’s internal business purposes. The number of Learners shall not exceed the permitted maximum listed on the related Order Form. Customer will, and will ensure that its Learners will, use the SaaS Services only in accordance with the Agreement.
- Account. Hone will create an account for Customer to allow Customer and its Learners to access the SaaS Services (“Account”). Using the SaaS Services dashboard, Customer may grant Learners of its choice access to some features of the SaaS Services intended only for managers. To protect Customer’s Account, Customer will keep the Account details and password confidential, and notify Hone promptly of any unauthorized use. Customer is responsible for all activities that occur under its Account. Unless otherwise explicitly permitted by Hone, Customer may possess only one Account for use by Customer and its Learners. Customer may not assign or otherwise transfer its Account to any other person or entity.
- Classes. Under the class plan described in the Order Form, Learners may take part in scheduled training classes, seminars, and live coaching sessions (“Classes”) facilitated by Hone’s expert instructors and executive coaches (“Experts”). Some restrictions regarding the size of each cohort attending the same Class may apply, and this will be described on the Order Form. In addition, the SaaS Services allow Learners to download, access, and review certain documentation and materials related to the Classes which Hone makes generally commercially available (“Content”) and to review other Class data.
- Changes to the SaaS Services. Hone continually strives to improve its products and services and reserves the right to improve or modify the SaaS Services in any manner and at any time, including during the Term, at Hone’s sole discretion; provided however that such improvements and modifications will not materially reduce the functionality of the SaaS Services.
- Compliance with Laws. Hone, in its provision of the Services, shall comply with all applicable laws including without limitation laws governing protection of personally identifiable information. At Customer’s request, Hone will return or destroy all personally identifiable information provided by Customer to Hone.
- Security. Hone will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Content. These safeguards will include, but will not be limited to, reasonable measures for preventing access, use, modification or disclosure of User Content by Hone personnel except: (a) to provide the Services and address technical and informational support service requests, (b) as compelled by law in accordance with Subsection 7(c) (Compelled Disclosure) below, or (c) as Customer expressly permits in writing.
- Fees. Customer agrees to pay the fees to Hone as outlined in the Order Form (the “Fees”). Hone will invoice Customer for the Fees in advance and Customer agrees to pay all such invoices on the payment schedule listed on the Order Form. Except as expressly provided in the Agreement, all payments are non-refundable and neither party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other party. The Fees are exclusive of taxes. Customer is responsible for payment of all sales, use and other taxes for the Services except for taxes on gross proceeds or income that are levied on Hone. Payments due to Hone under the Agreement must be made in U.S. dollars. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Hone may suspend the Services until all payments are made in full. Hone will give Customer at least 10 days prior notice before suspending the Services pursuant to this Section 4.
- Intellectual Property and Licensing.
- Ownership and Reservation of Rights. Subject to the limited rights expressly granted under the Agreement, Hone and its licensors reserve and retain all of their right, title and interest in and to the Services, including all of Hone’s and its licensors’ related intellectual property rights as well as all improvements thereto and derivative works therefrom. No rights are granted to Customer under the Agreement other than the limited licenses expressly set forth in the Agreement. Subject to the limited rights expressly granted under the Agreement, Customer retains all right title and interest in and to User Content, including all of Customer’s related intellectual property rights as well as all improvements thereto and derivative works therefrom. No rights are granted to Hone under the Agreement other than the limited licenses expressly set forth in the Agreement.
- License by Customer to Host User Content. Customer grants Hone a worldwide, limited-term license to access its User Content solely for the purposes of providing the Services, and to host, copy, transmit and display User Content using the SaaS Services, as necessary for Hone to provide the SaaS Services in accordance with the Agreement.
- License by Customer to Use Feedback. Customer grants Hone a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or its Learners relating to the operation of Services as long as such feedback does not include User Content or Customer Confidential Information.
- Links to Third Party Websites or Resources. The SaaS Services may allow Customer and its Learners to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. Customer acknowledges it is sole responsible for and assume all risk arising from, Customer’s use of any third-party resources.
- Customer Responsibilities and Hone’s Enforcement Rights.
- Compliance with Laws. Customer, in its use of the Services, shall comply with all applicable laws including without limitation laws governing protection of personally identifiable information.
- Restrictions. Customer will not, and will not encourage any individual to: (a) make the Services available to, or use the Services for the benefit of, anyone other than Customer and its Learners, (b) sell, resell, license, sublicense, distribute, rent or lease the Services, or include any Service in a service bureau or outsourcing offering, (c) use the Services to store, transmit or display vulgar, offensive, fraudulent, infringing, defamatory, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy, intellectual property or proprietary rights, (d) attempt to interfere with the access of any user to the SaaS Services, including without limitation by sending a virus to or flooding the SaaS Services, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the SaaS Services or its related systems or networks or breach any security or authentication measures, (g) copy the SaaS Services or any part, feature, function or user interface thereof, (h) frame or mirror the SaaS Services, or any individual element within the SaaS Services, such as the Classes, Content, Hone’s name, any Hone trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, other than framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes or as permitted in the Documentation, (i) access any Services or use any other Hone Confidential Information for competitive analysis or in order to build a competitive product or service, (j) reverse engineer the SaaS Services (to the extent such restriction is permitted by law) or (k) utilize the Services to violate any statute, rule, regulation, code or ordinance.
- Hone is not obligated to monitor use of the Services or review User Content. However, Hone has the right to do so for the purpose of operating and providing the Services, to ensure compliance with the Agreement and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, if Hone, in its sole discretion, consider it to violate the Agreement. We have the right to investigate violations of the Agreement and conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute Learners who violate the law. If Hone reasonably concludes that an Learner is using the SaaS Services in violation of the Agreement, Hone may suspend Customer’s access to the SaaS Services in addition to and without prejudice to any other remedies Hone may have.
- Confidential Information.
- Definition. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (ii) is independently developed by the Receiving Party without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of wrongdoing by the Receiving Party; or (iv) is approved for release in writing by the Disclosing Party.
- Confidentiality Restrictions. The Receiving Party shall not use Confidential Information for any purpose other than to provide, facilitate, access or use the Services as allowed under the Agreement. The Receiving Party shall not disclose Confidential Information: (i) to any employee or contractor of the Receiving Party unless such person needs access in order to provide, facilitate access or use the Services and is subject to a nondisclosure agreement with the Receiving Party; or (ii) to any other third party without the Disclosing Party’s prior written consent, or as expressly permitted under the Agreement. The Receiving Party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. With respect to each item of Confidential Information, the obligations of this Subsection will continue for five years after the date of disclosure; except that the Receiving Party’s obligation to protect Confidential Information which constitutes a trade secret shall survive in perpetuity.
- Compelled Disclosure. Notwithstanding the provisions of Subsection 7(b), the Receiving Party may disclose Confidential Information to the extent required by applicable law or by proper legal or governmental authority, provided that the Receiving Party shall, to the extent allowed by law, give the Disclosing Party prompt notice of any such legal or governmental demand and reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure by lawful means, at the Disclosing Party’s expense.
- Term and Termination.
- Term. The initial term of the Agreement (the “Initial Term”) begins on the Effective Date and expires at the end of the Service Term specified in the relevant Order Form. Following the Initial Term, the Agreement will automatically renew for additional periods equal in length to the Initial Term or one (1) year, whichever is greater (each, a “Renewal Term,” and together with the Initial Term, the “Term”) unless either party provides notice that such party does not wish to renew the Agreement in writing at least thirty (30) days before the last day of the then-current Term.
- Termination for Breach. Either party may terminate the Agreement and all Order Forms upon notice if the other party materially breaches the Agreement, provided that: (a) such party gives 30 days’ written notice to the breaching party describing the manner in which the Agreement has been breached, and (b) the breach remains uncontested and uncured during such notice period. Notwithstanding the foregoing, Hone may suspend Customer’s access to the SaaS Services as described at Section 4 and Subsection 6(c).
- Effect of Termination. Upon any expiration or termination of the Agreement: (i) the limited licenses granted under the Agreement will terminate and (ii) each party will return or destroy all Confidential Information of the other party in its possession or control. Materials that are destroyed will destroyed in a manner consistent with standard industry practices for data destruction, taking into consideration the nature of the data.
- Survival. Provisions of the Agreement that by their nature are intended to survive will continue to apply in accordance with their terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations, limitations of liability and the general provisions of Section 12.
- Warranty Disclaimers. THE SERVICES AND CLASSES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, HONE EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. HONE MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. HONE MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CLASSES AND CONTENT. YOU UNDERSTAND AND AGREE THAT ANY OPINIONS EXPRESSED BY EXPERTS VIA THE SERVICES ARE THEIR OWN. WITHOUT LIMITING THE FOREGOING, HONE DOES NOT ENDORSE ANY EXPERTS OR GUARANTEE THE COMPLETENESS, TRUTHFULNESS, ACCURACY, OR RELIABILITY OF ANY EXPERT OPINIONS, DISCUSSIONS WITH EXPERTS (WHETHER AS PART OF THE CLASSES OR OTHERWISE) OR OTHER COMMUNICATIONS POSTED OR PROVIDED BY EXPERTS VIA THE SERVICES. USE OF OR RELIANCE UPON ANY INFORMATION OR OPINIONS PROVIDED BY THE EXPERTS IS SOLELY AT CUSTOMER’S OWN RISK.
- Indemnity. Customer will defend Hone against and claim, proceeding, or suit (“Claim”) (i) alleging that the User Content infringes, misappropriates or otherwise violates any third party’s Intellectual Property Rights or privacy or other rights; or (ii) arising out of violation of Subsection 6(b) (Restrictions), and in each case, will indemnify and hold harmless Hone against any damages and costs awarded against Hone or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim. Hone will promptly notify Customer of the claim for which indemnity is being sought, and will reasonably cooperate with Customer in the defense and/or settlement thereof. Customer will have the sole right to conduct the defense of any claim for which Customer is responsible hereunder (provided that Customer may not settle any claim without Hone’s prior written approval unless the settlement is for a monetary amount, unconditionally releases Hone from all liability without prejudice, does not require any admission by Hone, and does not place restrictions upon Hone’s business, products or services). Hone may participate in the defense or settlement of any such claim at its own expense and with its own choice of counsel or, if Customer refuses to fulfill its obligation of defense, Hone may defend itself and seek reimbursement from Customer.
- Limitation of Liability.
- Exclusions. EXCEPT FOR: (I) MISAPPROPRIATION OF INTELLECTUAL PROPERTY, (II) A PARTY’S INDEMNIFICATION OBLIGATIONS OR (III) FRAUD OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HONE OR ITS SERVICE PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- Dollar Cap. EXCEPT FOR: (I) MISAPPROPRIATION OF INTELLECTUAL PROPERTY, (II) A PARTY’S INDEMNIFICATION OBLIGATIONS OR (III) FRAUD OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO HONE FOR USE OF THE SERVICES IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT HONE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HONE AND YOU, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
- General Terms.
- Publicity. Hone may reference Customer’s name and any Customer trademark and logo in listings of Hone’s customers; provided that Customer may require Hone to cease or modify any use of Customer’s name or logo that is misleading or tends to dilute Customer’s brand. In addition, upon Customer’s prior review and approval (which approval shall not be unreasonably withheld or delayed), Hone may reference Customer’s name and any Customer trademark and logo, as well as other information pertaining to the provision and results of the Services provided, in case studies and other Hone marketing materials.
- Notices. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other written notices required by this Agreement will be given by personal delivery, by pre-paid first class mail or by overnight courier to the address specified on the most recent Order Form, “Attention: Legal Department” (or such other address as may be specified in writing in accordance with this Section). In addition, with respect to Hone, notice also must be sent by email to [email protected].
- Waiver of Rights. A party’s failure to enforce any right or provision of the Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of that party. Except as expressly set forth in the Agreement, the exercise by either party of any of its remedies under the Agreement will be without prejudice to its other remedies under the Agreement or otherwise.
- Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under the Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.
- Subcontracting. Hone may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that the Hone remains responsible for the performance of each such Subcontractor.
- Export Regulation. The SaaS Services, other technology Hone makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Learners to access or use any SaaS Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
- U.S. Government End Users. The SaaS Services are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the SaaS Services or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in the Agreement
- Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in the Agreement shall be construed to establish any partnership, joint venture or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.
- Severability; Assignment. If any provision of the Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect. Neither party may assign the Agreement without the other party’s express written consent, except to the assigning party’s successor by way of merger, acquisition, reorganization, or sale of stock or assets. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Mutual Warranty. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreement.
- Governing Law. The Agreement and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The exclusive jurisdiction for all dispute, claim or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services will be the state and federal courts located in the Southern District of California, and Customer and Hone each waive any objection to jurisdiction and venue in such courts.
- Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between Hone and Customer regarding the Services, and the Agreement supersede and replace all prior oral or written understandings or agreements between Hone and Customer regarding the Services. The parties agree that any term or condition stated in Customer’s purchase order is void. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.
Appendix B: Professional Services
This Appendix B applies if Customer orders any of the Professional Services described below. Any capitalized term used in this Appendix but not defined has the meaning assigned to it in the Terms of Service or the Order Form.
- Overview of Customization Services. In connection with Customer’s subscription to the SaaS Services, if included within the scope of the Services as set forth on Customer’s Order Form, Hone will provide services described in this Section 1 to customize the content of the Classes within the Services with the goal of making the content more engaging and more relevant for Customer’s learners (“Customization Services”). This customized content is referred to as “Customized Content.” Hone will designate a Hone team member to provide Customer Content (a “Learning Strategist”), provided that Customer reasonably cooperates with the Learning Strategist and other Hone team members.
- Timing for Customization Services. Customization Services are available only if the related Order Form is signed by both parties at least six (6) weeks before Customer’s first live Class via the Services. The Customization Services will be subject to the following timeline:
|At least 6 weeks before first live class:||Mutually signed Order Form
|Anytime until 3 weeks before first live class||Customer provides feedback to the Learning Strategist on proposed Customized Content|
|2 weeks before first live class||Class slides for Customized Content are locked to ensure that the content can be uploaded to the Services for learner access and to be provided to instructors
The timeline above is necessary for the Hone team to sufficiently prepare for live classes incorporating Customized Content, for a more engaging and impactful learning experience.
The Learning Strategist may modify the timeline above at the Learning’s Strategist’s sole discretion.
- Scope of Customization Services. Customization Services include the following services, provided for the fees set forth in the Order Form:
- Customizing facilitator talking points
- Incorporating case studies and
- Customizing learner commitments.
- Fee for Customization Services. The Fee for Customization Services is listed on the related Order Form.
- Scope of Customization Services. Customization Services include the following services, provided for the fees set forth in the Order Form:
Advanced Customization Services
- Overview of Advanced Customization Services. In connection with Customer’s subscription to the SaaS Services, requested by Customer by email exchange with Hone, Hone will provide services described in this Section 2 to further customize content used with the Services with the goal of making the content more engaging and more relevant for Customer’s learners (“Advanced Customization Services”). This additional customized content is referred to as “Advanced Customized Content”.
- Scope of Advanced Customization Services. Advanced Customization Services include:
- Slide branding
- Additional in-house slides for Customer (e.g., company mission, vision, values)
- Changes in exercise mechanics
- Shifts to learner guides and
- Additions or change of content related to core class concepts
- Items not included. Naturally, there are limitations to the Advanced Customization Services that Hone is able to provide. Hone is not able to provide Advanced Customization Services to: (a) create new programs exclusively for Customer, (b) combine existing Classes, or (c) create, develop, or run Classes based on content Customer created or obtained from a third party. The details of the Advanced Customization Services will be determined by the Learning Strategist in consultation with Customer. Customer’s Learning Strategist will discuss your need for Advanced Customization Services with Customer and either establish the best Learning Consulting Package for Customer or inform Customer that the customizations Customer require are outside the scope of services that Hone is able to provide. Hone will not proceed with any Advanced Customization Services without Customer’s approval by email exchange.
- Fee for Advanced Customization Services. Customer may elect to receive Advanced Customization Services by purchasing additional Learning Consulting Packages, available in sets of 5 hours each (5, 10, or 15 hours). The parties will agree on the Advanced Customization Services package purchased (5, 10, or 15 hours) by email exchange. During the Initial Term Hone will provide Advanced Customization Services at the rate of $200/hour. Hone reserves the right to increase this fee during any Renewal Term.
- Scope of Advanced Customization Services. Advanced Customization Services include:
- Occasionally Customer may require Professional Services that are not listed on an Order Form (“Add-On Services”). In this case, Hone will review Customer’s needs and build a proposal to provide the Add-On Services, if possible. During the Initial Term Hone will provide Add-On Services at the rate of $200/hour. Hone reserves the right to increase this fee during any Renewal Term.
- User Content is owned by Customer. See Section 5(a) of the Terms of Service. Any text, images, materials, content, trademarks or other branding elements that are not owned by Hone or any of its licensors and provided by Customer to Hone for inclusion within the Customized Content or Advanced Customized Content are considered “User Content” and are owned by Customer.