Terms of Service

Welcome to Humm.ly! Please read these Terms of Service (the "Terms") and our Privacy Policy carefully because they govern your use of our mindfulness products, services and features, which are accessible via our website, humm.ly (the “Website(s)”), and mobile device applications (“Apps”). These terms are a legal agreement between Humm.ly and you. To make these Terms easier to read, our products, services, features Websites and Apps are collectively called the "Services."

Agreement to Terms

These Terms, as amended from time to time and published at [https://humm.ly/terms], and as incorporating our Privacy Policy referenced below, are a legal agreement between Humm.ly and you. You must read and agree to these Terms and our Privacy Policy before using our Services. BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND BY OUR PRIVACY POLICY. IF YOU DON'T AGREE TO THESE TERMS AND OUR PRIVACY POLICY, DO NOT USE THE SERVICES.

Privacy Policy

Please refer to our Privacy Policy, available at [https://humm.ly/privacy], for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy which is incorporated herein by reference.

Changes to Terms or Services

We may modify the Terms at any time in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Apps or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Apps, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you may not use the Services anymore. Our Services are evolving over time, and as a result, we may change or discontinue all or any part of the Services and the Terms, at any time and without notice, at our sole discretion.

Arbitration Notice

Unless you opt out of arbitration within 30 days of the date you first agree to these Terms by following the opt-out procedure specified in the “Arbitration” section below, and except for certain types of disputes described in the “Arbitration” section below, you agree that disputes between you and Humm.ly will be resolved by binding, individual arbitration, and you are waiving your right to trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

Health-Related Content

The Services are not intended as a substitute for professional medical advice, diagnosis, or treatment, and do not constitute medical or other professional advice. Any physical or mental health related content that you may find in the Services is broad in nature and in scope, describes only general principles, is not specific to you as an individual, and may not be appropriate or relevant to your personal situation. Such content is not intended to be used to diagnose, treat, cure, or prevent any medical conditions or as a substitute for consulting with your health care professionals. Reliance on any information provided through the Services is solely at your own risk. Never disregard professional medical advice or delay in seeking it because of something that you have read, seen, or heard on our Services. If you have any questions about your physical or mental health, you should consult your healthcare professionals.

Who May Use the Services

Eligibility

You may use the Services only if you are 18 years of age or older, capable of forming a binding contract with Humm.ly, and not barred from using the Services under applicable law.

Registration and Your Information

If you want to use certain features of the Services you'll have to create an account with us ("Account"). You can do this via the Apps or through your account with Facebook (your "FB Account"). If you choose the FB Account option we'll create your Account by extracting from your FB Account certain personal information such as your name and email address and other personal information that your privacy settings on your FB Account permit us to access.
It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don't, we might have to suspend or terminate your Account. You agree that you won't disclose your Account password to anyone and you'll notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur under your Account, whether or not you know about them.
Some Services may require payment of fees to us. If you purchase any goods or services that require payment of fees to us, you agree to provide us (or our payment agent) with current, complete, and accurate billing information, such as your credit card or other payment system number and expiration date.
We reserve the right to terminate or suspend your Account and/or access to the Services at any time, for any reason or no reason, with or without notice to you. We also reserve the right to change or discontinue any service or feature provided by us, including, without limitation, the Services, at any time and without notice. You agree that we will not be liable for any loss or damage caused, directly or indirectly, by any such termination, suspension, change, or discontinuance.

Subscription Fees and Payment

We offer several types of Accounts with different payment plans, including a free trial subscription, a monthly subscription, an annual subscription, and a lifetime subscription. By registering for an Account, you agree to pay in advance the applicable subscription fee, if any, as posted in the Apps, plus any applicable taxes and other fees that may accrue in relation to your use of the Services. All fees are non-refundable and non-transferable unless otherwise provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

Advance Payment of Subscription Fees

The subscription fee (plus any applicable taxes and other charges) will be charged to you at the beginning of your subscription. Monthly subscriptions will be charged to you at the beginning of your subscription and each month thereafter at the then-current rate, and annual subscriptions will be charged to you at the beginning of your subscription and each year thereafter at the then-current rate. Lifetime subscriptions will be charged in one advance payment at the beginning of your subscription at the then-current rate.
For monthly and annual subscriptions, you will be automatically charged each month or year, as applicable, on the calendar day corresponding to the date of commencement of your subscription. If your monthly subscription began on a day not contained in a given month, we may charge you on such other day in the applicable month as we deem appropriate. For example, if your subscription started on January 31st, your next payment date is likely to be February 28th, and you will be billed on that date. Monthly and annual subscription fees are billed in advance for the subsequent month or year, as applicable, and auto-renew as set forth below.

Recurring Payments

By entering into these Terms and electing a monthly subscription or annual subscription, you acknowledge that your subscription has a recurring payment feature, and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or Humm.ly. Your monthly, annual, or lifetime subscription continues until cancelled by you or we terminate access to or use of the Services in accordance with these Terms.
In the case of monthly and annual subscriptions, for each month or year, as applicable, that your subscription is active, you acknowledge and agree that we are authorized to charge the same credit card or other payment method as was used for the initial subscription fee (the “Payment Method”) in the amount of the then current monthly or annual, as applicable, subscription fee. The monthly or annual, as applicable, renewal subscription fees will continue to be billed automatically to the Payment Method you provided until cancelled. You must cancel your subscription before it renews each month or year, as applicable, in order to avoid billing of the next period’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.

Cancellation of Subscription

You may cancel your subscription at any time. All payments are non-refundable and non-transferable. You will not receive a refund of any portion of the subscription fee paid for the then-current subscription period at the time of cancellation. If you cancel, you can continue to enjoy your subscription through the end of your monthly or annual billing period, as applicable. To cancel, you can email us at support@humm.ly. You can also cancel through your app store operator.
We may terminate access to or use of the Services, at our sole discretion, at any time and without prior notice. All fees are non-refundable. You acknowledge that Humm.ly is not required to provide a refund for any reason, and that you will not receive money or other compensation when your subscription is cancelled, whether such cancellation was voluntary or involuntary.

Subscription Price Changes

The price of subscriptions is subject to change at any time without notice. We reserve the right at any time to correct any inadvertent pricing errors, to change or revoke any limited-time offer, and to correct any errors, inaccuracies, or omissions in the Apps, including after you have been charged your subscription fee. If we change the price of your monthly or annual subscription, you have the option to cancel at any time before the new price is applied. Please see above for further information about cancellation.

Content and Content Rights

For purposes of these Terms: (a) "Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (b) "User Content" means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.
The Services are controlled and operated by us from our offices within the United States. We make no representation that Content and other materials available through the Services are appropriate or available for use in any other locations. If you choose to access the Services from other locations, you are responsible for compliance with any applicable local laws.

Content Ownership, Responsibility, and Removal

Humm.ly does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Humm.ly and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

Rights in User Content Granted By You

By making any User Content available through Services you hereby grant to Humm.ly a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Humm.ly on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Rights in Content Granted By Humm.ly

Subject to your compliance with these Terms, Humm.ly grants you a limited, non-exclusive, non-transferable, non-sublicensable license to view, display, stream, and download the Content solely in connection with your permitted use of the Services and solely for your personal and noncommercial purposes.

Rights in Apps Granted by Humm.ly

Subject to your compliance with these Terms, Humm.ly grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the Apps on a mobile device or computer that you own or control and to run such copy of the Apps solely for your own personal and non-commercial purposes. You may not copy the Apps, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (a) copy, modify or create derivative works based on the Apps; (b) distribute, transfer, sublicense, lease, lend or rent the Apps to any third party; (c) reverse engineer, decompile or disassemble the Apps; or (d) make the functionality of the Apps available to multiple users through any means. Humm.ly reserves all rights in and to the Apps not expressly granted to you under these Terms.

Rights in Feedback

We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at feedback@humm.ly. You grant to us a nonexclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Digital Millennium Copyright Notice

You will refrain from posting any information or items to the Websites or through the Services which are copied, in whole or in part, from third party sources without authorization. For further clarification, please see the U.S. Law on Copyrights, or see the web sites of the U.S. Copyright Office or U.S. Trademark Office. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by us infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed or access to it blocked.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details.

General Prohibitions and Humm.ly's Enforcement Rights

You agree not to do any of the following:

Although we're not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, 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 Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources

The Services and Apps may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for, nor do we endorse, the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@humm.ly. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, the sections on Content, Warranty Disclaimers, Indemnity, Limitation of Liability, Jurisdiction and Choice of Law, Dispute Resolution, General Terms and this sentence of Termination.

Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

Indemnity

You agree to defend, indemnify and hold harmless Humm.ly and its directors, officers, employees, agents, shareholders, licensors, parent companies and representatives from and against all claims, losses, costs and expenses (including without limitation reasonable attorneys’ fees) arising out of (i) your use of, or activities in connection with, the Services, (ii) any violation of these Terms by you or through your Account or through the use of your user name, or (iii) any allegation that any information, messages, materials or User Content that you make available or create through the Services infringe or otherwise violate the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party.

Limitation of Liability

NEITHER HUMM.LY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HUMM.LY 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL HUMM.LY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO HUMM.LY FOR USE OF THE SERVICES OR CONTENT DURING THE PRIOR ONE-MONTH PERIOD OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO HUMM.LY, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HUMM.LY AND YOU.

Jurisdiction and Choice Law

These Terms, and any disputes arising from or relating to these Terms, are governed by the laws of the State of California. You hereby submit to the exclusive jurisdiction, including waiving any objection to personal jurisdiction, of the courts of San Francisco County, California without regards to any principles of conflicts of laws and the United Nations Convention on Contracts for the International Sale of Goods.

Dispute Resolution

Agreement to Arbitrate

You and Humm.ly agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”).
Without limiting the preceding paragraph, you will also have the right to litigate any other Dispute if you provide Humm.ly with written notice of your desire to do so by email at support@humm.ly., within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-Out Notice”). If you don’t provide Humm.ly with an Arbitration Opt-out Notice within such thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (a) and (b) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Humm.ly with an Arbitration Opt-Out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Humm.ly with an Arbitration Opt-Out Notice, you acknowledge and agree that you and Humm.ly are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Humm.ly otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable, then all of the provisions below that constitute the “Dispute Resolution” section (through and including the paragraph entitled “Changes”) will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Humm.ly otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Humm.ly submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorney's’ fees and expenses, to the extent provided under applicable law. Humm.ly will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Humm.ly will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the “Changes to Terms or Services” section of these Terms, if Humm.ly changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@humm.ly.) within 30 days of the date such change became effective, as indicated in the date of Humm.ly’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Humm.ly in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Humm.ly and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Humm.ly and you regarding the Services and Content.
Except as expressly set forth in the paragraph “Agreement to Arbitrate” above, if any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Dispute Resolution” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-Out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Hummly's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Humm.ly may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Humm.ly under these Terms, including those regarding modifications to these Terms, will be given: (a) via email; or (b) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Humm.ly's failure to enforce any right or provision of these Terms 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 Humm.ly. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Notice for California Users

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Contact Information

If you have any questions about these Terms or the Services, please contact Humm.ly at support@humm.ly.

© 2017 Humm.ly, Inc. - All Rights Reserved.