Comprehensive Agreement: Data Use, Privacy, and Terms of Service
Effective Date: [7/23/2023]
This Comprehensive Agreement (“Agreement”) sets forth the terms and conditions governing your use of the services provided by Horizn Inc., d/b/a HRIZN (the “Company” “we,” “us,” or “our”). By accessing or using our services (as such are described on Exhibit A hereto, with Exhibit A hereby incorporated, in its entirety, and made a part of, thIs Agreement, the “Services”), you (“User” or “you”) agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, please refrain from using our Services.
1. Data Use and Privacy
1.1 Data Collection and Use
a. Aggregated Data: We collect and aggregate data from the software companies and systems you use, including, but not limited to, AP invoices, CRM, DMS, Inventory, and customer data. This aggregated data is used to provide you with insights, analytics, and other services that enhance your business operations. The aggregated data is anonymized and cannot be used to identify you, your employees, or your individual customers.
b. Personally Identifiable Data: We do not sell or disclose personally identifiable data to any third parties, except those services explicitly stated in Section 2.3, Data Sharing and Disclosure. We handle all personally identifiable data in accordance with applicable laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other relevant privacy frameworks.
1.2 Compliance with Industry Standards
a. SOC2, ISO27001, and GLBA: We maintain the highest level of security and comply with the Service Organization Control (SOC2) framework, the guidelines of the International Organization for Standardization (ISO) 27001, and the Gramm-Leach-Bliley Act (GLBA), regulations to ensure the secure handling of data and protect the confidentiality, integrity, and availability of data entrusted to us.
2. Privacy Policy
2.1 Information We Collect
a. Personal Information: We may collect personal information that you provide to us when you register for an account, subscribe to our services, or interact with our platform. This may include your name, email address, contact information, and other information necessary to provide our services.
b. Aggregated and Anonymized Information: We also collect aggregated and anonymized information, including data from the software companies you use, CRM, DMS and other systems you use, and customer data you collect, to provide you with insights, benchmarking, and analytics, and also to improve our services. This aggregated and anonymized data cannot be used by third parties or other users to identify individual dealerships, their employees or their customers.
2.2 Use of Personal Information
a. Service Provisioning: We use personal information to provide our Services to you, including account management, customer support, and delivering requested features or functionalities.
b. Communication: We may use your personal information to communicate with you, respond to inquiries, provide important updates, and send promotional materials or newsletters if you have opted to receive them. You can opt out of marketing communications at any time.
2.3 Data Sharing and Disclosure
a. Third-Party Service Providers: We may share your personal information with trusted third-party service providers who assist us in providing our services, including but not limited to hosting, data storage, analytics, customer support, and payment processing. These service providers are contractually obligated to handle your personal information securely and in accordance with this Agreement.
b. Legal Compliance: We may disclose your personal information if required by law, regulation, legal process, or governmental request. We may also disclose information to protect our rights, safety, or property, or the rights, safety, or property of others.
3. Terms of Service
3.1 Service Provision
a. Our Services include providing access to our software-as-a-service (SaaS) products and associated features or functionalities. We will make reasonable efforts to ensure the availability, security, and functionality of our Services.
b. User agrees that it will not, except as this Agreement expressly permits, use the Services, for any of the following purposes (each, a “Prohibited Use”):
- Copy, modify, or create derivative works or improvements of the Services;
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
- Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services in whole or in part;
- Bypass or breach any security device or protection used by the Services;
- Input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;
- Damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services or the Company’s provision of Services to any third party, in whole or in part;
- Remove, delete, alter, or obscure any trademarks, specifications, documentation warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Company materials, including any copy thereof;
- Access or use the Services or Company materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable law; or
- Access or use the Services or Company materials for purposes of competitive analysis of the Services or Company materials, the development, provision, or use of a competing software service or product or any other purpose that is to the Company’s detriment or commercial disadvantage
b. Contract Renewal: Unless otherwise agreed upon, the contract between the Company and the User automatically renews on an annual basis. Each renewal term will be subject to the same terms and conditions as the initial term, except as otherwise specified in this Agreement.
c. Pricing and Payment: We reserve the right to modify our pricing and payment terms. However, for any existing paid SaaS product, we guarantee that any unforeseen pricing increases will not exceed the company’s base technical cost inflation. We will notify you of any changes to pricing at least 30 days prior to their effective date.
3.2 Cancellation and Termination
a. Cancellation: You may cancel your subscription to our Services at any time by providing us with a 30-day written notice emailed to contracts@hrizn.io. Upon cancellation, you will be responsible for any fees or charges incurred through the end of the month following the effective date of cancellation.
b. Termination: We reserve the right to terminate or suspend your access to our Services for any reason, including violation of this Agreement, including engaging into a Prohibited Use or non-payment of fees. In such cases, the Company will provide you with a written notice and, if applicable, refund any prepaid fees for unused services.
c. User Data Extraction: In the event of cancellation or termination of our Services, you can always request and receive the extraction of a copy of your data. We will facilitate a secure file transfer to ensure the safe transfer of your data to you via SFTP, S3, or any similarly preferred, compliant and encrypted method that is agreeable to us. We will retain a copy of your data for the purpose of disaster recovery, easy relaunch of Services, and other anonymized provision of our services. You can request the deletion of your data from our system, however any data already aggregated into the benchmarking system will be retained in the aggregate pool.
3.3 Customer Support and Onboarding
a. Dedicated Customer Support: We strive to provide excellent customer support. Our team will be available to assist you with any technical or operational issues related to our services during normal business hours which can be found on our website and which may be updated from time to time. Please refer to our support documentation or contact our support team for assistance.
b. Managed Onboarding: We offer managed onboarding services to ensure a smooth transition and implementation of our services into your organization. The specifics of the onboarding process will be discussed and agreed upon separately.
4. Intellectual Property
4.1 Definitions. For purposes of this Agreement, the following capitalized terms shall be defined as set forth in this Section 4.1:
a. ”Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
b, “Resultant Data ” means data and information related to User’’s use of the Services that is used by the Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
4.2 Company Services and Materials: All right, title, and interest in and to the Services and Company materials, including all Intellectual Property Rights therein, are and will remain with the Company and, with respect to applicable third-party materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to third-party materials. User has no right, license, or authorization with respect to any of the Services or Company materials, except as expressly set forth in this Agreement. All other rights in and to the Services and Company materials are expressly reserved by the Company. In furtherance of the foregoing, User hereby unconditionally and irrevocably grants to the Company an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.
4.2 User Content: By using our Services, you or a service provider or software product you work with, may have the opportunity to submit or upload content. You retain ownership of any Intellectual Property Rights in your content. However, by submitting content, you grant the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, and distribute the anonymized content for the purposes of providing and improving our Services.
5. Limitation of Liability
To the maximum extent permitted by applicable law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use or inability to use our services, including but not limited to loss of profits, data, or business opportunities.
6. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Ohio. Any disputes arising out of or relating to this Agreement or our services shall be resolved through binding arbitration in accordance with the rules of The Ohio Supreme Court and Judicial System.
7. Modifications to the Agreement
We reserve the right to update or modify this Agreement at any time, in our sole discretion. Any changes will be effective upon posting the revised Agreement on our website and/or notifying you directly. Your continued use of our services after the effective date of the revised Agreement constitutes your acceptance.
By accepting this Agreement, you acknowledge that you have read, understood, and agreed to the terms and conditions outlined herein.
Last updated: [10/22/2023]