This Subscription Agreement (together with the Subscription Terms (defined below in Attachment A), any attachments, exhibits, and/or amendments hereto, as amended from time to time, collectively the “Agreement”) is entered into effective as of [Insert Effective Date] (the “Effective Date”), by and between the customer identified in the table below (“Customer”, “you” or “your”) and Hannah HR Technologies Inc. (“Hannah”).
This Agreement consists of: (a) this cover page; and (b) the Subscription Terms attached hereto.
Customer: [Insert Full Legal Name of Customer]
Contact: [Insert Contact Name]
Address: [Insert Address]
Billing Address (if different): [Insert Billing Address]
Phone: [Insert Phone]
Email: [Insert Email]
Fees: Customer will pay Fees of CAD $[Subscription Fees] during the Term. Customer will pay all invoices within 30 days from the invoice date. Hannah may invoice the Customer for the Fees stated herein upon the Effective Date.
Term: The Term of this Agreement commences on the Effective Date and renews monthly on an auto-renewal basis unless earlier terminated as provided in Section 11 of the Subscription Terms.
End User Limits: Customer is permitted to allow up to [Insert amount] of its End Users to access and use the Services during the Term. Audit Rights. Hannah may monitor Customer’s use of the Services to verify compliance with this Agreement. If Hannah determines that Customer has exceeded End User limits or other agreed restrictions, Customer will promptly pay the applicable additional Fees, and Hannah reserves the right to adjust Customer’s subscription accordingly.
The Parties’ authorized representatives have executed this Agreement as of the Effective Date.
HANNAH HR TECHNOLOGIES INC.
By: ___________________________
Name:
Title:
Date:
[CUSTOMER LEGAL NAME]
By: ___________________________
Name:
Title:
Date:
1.1 Provision of Services. Subject to Customer’s and its End Users’ compliance with this Agreement (including the restrictions set out in Section 4), Hannah will provide Customer with access to its proprietary HR compliance and knowledge software-as-a-service platform (the “Services”). The Services may include access to Hannah’s and its licensors’ artificial intelligence models, neural networks, and other generative AI technologies, whether developed, trained, or fine-tuned using Customer Data or otherwise (collectively, the “Hannah Models”). Customer acknowledges and agrees that Hannah may integrate or rely upon third-party software, data sources, large language models, APIs, hosting providers, or other artificial intelligence technologies (together, “Third-Party Services”) in providing the Services.
Hannah does not control and is not responsible or liable for the operation, security, accuracy, availability, or performance of such Third-Party Services, and disclaims all liability arising from any interruption, suspension, modification, or discontinuation thereof. For clarity, any service level commitments, uptime guarantees, warranties, or performance obligations of Hannah expressly exclude downtime, errors, or degradation attributable to Third-Party Services.
1.2 The Services are provided on a paid subscription basis. Fees are payable in advance on a monthly cycle as set out in the cover page and applicable invoice.
2.1 Customer may use the Services solely for its internal business purposes during the Term. Outputs generated by the Services may be exported and used in production, subject to compliance with this Agreement and payment of all applicable Fees.
2.2 Customer may permit End Users to access and use the Services provided they comply with this Agreement. Customer remains responsible for all End User activities.
2.3 Customer will not use the Services in any manner intended to harm Hannah, its systems, other users, or any intellectual property rights therein.
2.4 Services may not be used for unlawful, obscene, offensive or fraudulent activity. Hannah may suspend Services in response to suspected misuse.
Customer acknowledges that AI and GenAI models may produce inaccurate or incomplete outputs. Hannah does not warrant that any output from the Services can be relied upon without independent verification. Customer is solely responsible for validating outputs before relying on them for business or compliance purposes.
Except as expressly permitted, Customer and End Users will not: (i) resell, sublicense, distribute or make the Services available to third parties; (ii) reverse engineer, decompile or otherwise attempt to derive source code; (iii) use the Services to create or train competing products; (iv) perform penetration or vulnerability testing; (v) use the Services in violation of law or third-party rights; (vi) use the Services in any high-risk or safety-critical systems where failure could result in death or serious injury; (vii) remove proprietary notices; or (viii) provide Personal Information other than business contact information (“BCI”) without Hannah’s prior written consent.
Hannah and its licensors retain all ownership, rights, title and interest, including IP rights in: (i) the Services and Hannah Models; (ii) Aggregated Data; (iii) Feedback; and (iv) any modifications, updates or improvements. No rights are granted to Customer except as expressly set forth.
Customer retains ownership of Customer Data, Inputs, and Outputs (collectively, “Customer Property”).
Customer grants Hannah a worldwide, royalty-free license to use Customer Property to (i) provide the Services; (ii) improve the Services; and (iii) generate Aggregated Data. Aggregated Data will exclude identifiable Personal Information.
Customer represents and warrants that all Customer Property is lawfully obtained, anonymized where required, and does not infringe any rights.
All feedback, suggestions or improvements provided by Customer or End Users become the property of Hannah. Customer assigns all rights and waives all moral rights in such Feedback in favour of Hannah.
Each Party agrees to maintain the confidentiality of the other’s Confidential Information and use it only as permitted under this Agreement. Hannah Confidential Information includes the Services, software, models, and related documentation.
9.1 Mutual Warranties. Each Party represents and warrants that it has the legal authority to enter into this Agreement.
9.2 Hannah Warranties. Hannah warrants that it will provide the Services in a professional and workmanlike manner, materially consistent with applicable documentation.
9.3 Disclaimer. Except as expressly set forth in this Agreement, the Services (including the Hannah Models) are provided “as is” and “as available,” and Hannah expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
9.4 Third-Party Services. Customer acknowledges that the Services may depend upon or incorporate Third-Party Services. Hannah makes no representations or warranties regarding, and expressly disclaims all liability arising from, any Third-Party Services, including their availability, accuracy, reliability, or performance. Customer’s sole recourse for any issues with Third-Party Services is against the applicable third-party provider.
10.1 Customer Indemnity. Customer will indemnify, defend, and hold harmless Hannah, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to (a) Customer Property, (b) Customer’s or its End Users’ misuse of the Services, or (c) Customer’s breach of this Agreement.
10.2 Limitation of Liability. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or business opportunities, arising out of or related to this Agreement, even if advised of the possibility of such damages. Hannah’s aggregate liability under this Agreement will not exceed the total Fees actually paid by Customer to Hannah in the twelve (12) months immediately preceding the event giving rise to the claim.
10.3 Third-Party Services Disclaimer. To the extent permitted by law, Hannah will have no liability arising from or related to any Third-Party Services. Customer acknowledges that its sole and exclusive remedy for any failure, unavailability, or error of a Third-Party Service is limited to whatever recourse (if any) is made available by the applicable third-party provider.
11.1 Term. This Agreement commences on the Effective Date and will continue on a month-to-month auto-renewal basis unless terminated in accordance with this Section 11.
11.2 Termination for Convenience or Cause. Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice. Hannah may suspend or terminate the Services immediately upon notice if Customer materially breaches this Agreement, including, without limitation for non-payment.
11.3 Effect of Termination. Upon termination, Customer must immediately cease all use of the Services. Hannah will, within one hundred and twenty (120) days following termination, delete or anonymize Customer Data from its active systems, except to the extent retention is required by law or for legitimate business purposes (such as audit, billing, or legal defense). Hannah will have no obligation to provide Customer with a copy of Customer Data upon termination.
11.4 Fees Upon Termination. All Fees are non-cancellable and non-refundable, except where required by applicable law. Customer remains responsible for all Fees incurred up to and through the effective date of termination.
11.5 Survival. Sections 5 (Hannah Property), 6 (Customer Property), 7 (Feedback), 8 (Confidentiality), 9 (Warranties and Disclaimers), 10 (Indemnity and Limitation of Liability), 11.3–11.4 (Effect of Termination and Fees Upon Termination), 12 (Miscellaneous), Attachment B (Data Protection and AI Use Terms), and any provisions which by their nature should survive termination, will survive expiration or termination of this Agreement.
12.1 Governing Law: This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Parties submit to the exclusive jurisdiction of the courts of British Columbia.
12.2 Assignment: Customer may not assign without Hannah’s written consent. Hannah may assign without consent.
12.3 Notices: Must be delivered by email, courier, or registered mail to the addresses in the cover page.
12.4 Entire Agreement; No Other Promises. This Agreement is the complete and exclusive agreement between the Parties regarding the Services. It replaces and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral, relating to the same subject matter. Except where required by law, no additional terms, conditions, warranties, or obligations apply to the Services other than those expressly stated in this Agreement.
12.5 Independent Contractors: The Parties are independent contractors; nothing herein creates a partnership or agency relationship.
12.6 Force Majeure. Neither Party will be liable for any delay or failure in performance under this Agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, labor disputes, internet or telecommunications failures, or interruptions of Third-Party Services, provided that the affected Party promptly notifies the other and uses commercially reasonable efforts to resume performance.
12.7 Language. The Parties confirm that it is their wish that this Agreement, as well as all related documents, be drawn up in the English language only.
13.1 Uptime Commitment. Hannah will use commercially reasonable efforts to provide the Services with at least 99.5% uptime, measured monthly, excluding (a) scheduled maintenance, (b) emergency maintenance, and (c) downtime caused by Third-Party Services, Customer systems, or factors outside Hannah’s reasonable control.
13.2 Support Response Times. Hannah will use commercially reasonable efforts to respond to support requests in accordance with the following targets: (a) Severity 1 (critical system outage): within four (4) business hours; (b) Severity 2 (material functionality issue): within one (1) business day; (c) Severity 3 (minor issue): within three (3) business days.
13.3 Service Credits. If in any calendar month the Services fall below the uptime threshold in Section 13.1 (excluding scheduled maintenance and other exclusions), Customer may request service credits as follows, calculated as a percentage of the monthly Fees for the affected Services:99.0% to <99.5% uptime: 5% credit
98.0% to <99.0% uptime: 10% credit
Below 98.0% uptime: 25% credit
13.4 Exclusive Remedy and Cap. Service credits must be requested by Customer in writing within thirty (30) days of the end of the month in which the downtime occurred. Any approved service credits will be applied to future invoices and have no cash value.
The service credits described in this Section 13 constitute Customer’s sole and exclusive remedy, and Hannah’s entire liability, for any failure to meet the uptime commitments in this SLA. In no event will the total amount of service credits issued in any rolling twelve (12) month period exceed an amount equal to one (1) month of Fees for the affected Services.
14.1 Hannah provides support via email or ticketing system between 9:00 a.m. and 5:00 p.m. Pacific Time, Monday through Friday, excluding statutory holidays in British Columbia.
14.2 Escalation: Issues not resolved through standard channels may be escalated to senior technical staff and management.
15.1 This Agreement complies with the British Columbia Business Practices and Consumer Protection Act. Nothing in this Agreement limits or excludes Customer’s statutory rights under applicable consumer protection laws.
15.2 Hannah will provide at least 30 days’ prior written notice of any material change to pricing, functionality, or technology that materially impacts Customer’s use of the Services.
1.1 Customer acknowledges that the Services process Customer Data, which may include personal information. Hannah will use commercially reasonable safeguards designed to protect Customer Data against unauthorized access, disclosure, or loss.
1.2 Customer is responsible for ensuring that it has a lawful basis to disclose Customer Data to Hannah and to permit its processing in connection with the Services.
1.3 Customer must not upload sensitive personal information (e.g., health, financial account, or government ID numbers) unless expressly permitted in writing by Hannah.
1.4 Each Party shall comply with applicable privacy and data protection laws in the Province of British Columbia and Canada, including the Personal Information Protection Act (PIPA) and Personal Information Protection and Electronic Documents Act (PIPEDA).
1.5 Data Residency. Hannah will store and process Customer Data in Canada or in jurisdictions providing comparable levels of data protection, unless otherwise agreed in writing by the Parties.
2.1 The Services include generative AI functionality. Customer acknowledges that AI-generated Outputs may be probabilistic, may not always be accurate, and should not be solely relied upon without independent verification.
2.2 Customer remains responsible for reviewing, validating, and determining the suitability of Outputs for its business purposes.
2.3 Customer must not use Outputs in a manner that violates applicable law, infringes third-party rights, or could create harm or discrimination in employment practices.
2.4 Hannah may use anonymized and aggregated Customer Data to improve AI models and the Services.
3.1 Hannah maintains administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the Services.
3.2 In the event of a confirmed security breach involving Customer Data, Hannah will notify Customer without undue delay and provide information reasonably necessary for Customer to comply with its legal obligations.
3.3 Hannah’s liability for any breach of this Attachment B is subject to the limitations of liability set forth in the Agreement.
3.4 Upon termination or expiry of this Agreement, Hannah will delete or anonymize Customer Data within 60 days, unless a longer retention period is required by law.
4.1 As between the Parties, Hannah retains all ownership and intellectual property rights in the AI models, algorithms, software, and systems that generate Outputs.
4.2 Subject to Customer’s compliance with this Agreement and payment of Fees, Hannah grants Customer a non-exclusive, worldwide, royalty-free license to use, reproduce, and create derivative works of the Outputs for Customer’s internal business purposes.
4.3 Customer will not attempt to extract, reverse engineer, or create derivative models from the AI systems themselves.
5.1 Customer assumes all risks associated with reliance on Outputs, including compliance, HR, and legal decisions made using such Outputs.
5.2 To the maximum extent permitted by law, Hannah disclaims all liability arising from Customer’s use of Outputs without independent review.
5.3 Customer agrees to indemnify and hold harmless Hannah against claims arising from Customer’s misuse of Outputs or failure to comply with applicable law.