Terms of Service

Updated: 04/15/2022

Noti Group, Inc. (Noti,” “we” or “us”) owns and operates the website https://hinoti.com and provides services to collect information from selected employees (“you,” “User” or “Users”) of Noti customers (“Customers”) through Noti’s proprietary platform (the “Platform”) for the purpose of synthesizing this information to provide solutions to specific Customer challenges (the Platform and services offered by Noti are referred to throughout this Agreement as the “Service” or “Services”). Noti asks that users of our Services carefully read the following terms of service. Noti requires that all Users of the Services adhere to the following terms of service. By accessing and using the Services, you agree, on your own behalf and on behalf of any corporation or other legal entity that you represent or for which you access the Services (your “Company”), to be bound by and comply with the following terms of service (these “Terms” or “Agreement”) and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use the Services.

BY ACCESSING AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.

Changes

Your use of the Services constitutes your agreement to be bound by these Terms. We expressly reserve the right to make any changes that we deem appropriate from time to time to the Services or to any of the information, text, data, graphics, images, sound recordings, audio and video clips, logos, software, applications, features, services, offers and other materials available through the Service. In addition, Noti reserves the right, at its sole discretion, to modify or replace these Terms, in whole or in part, at any time.

Privacy Policy

Information that you provide to us or that we collect about you through your access to and use of the Services are subject to our Privacy Policy, the terms of which are hereby incorporated by reference into these Terms. We strongly encourage all users of the Services to read and understand our Privacy Policy.

Right To Access and Use The Platform

Noti grants Customer a limited, non-exclusive, non-transferable, revocable right, to access and use the Platform, and to allow Users to access and use the Platform, for the sole purpose of providing User responses and other User submitted information and for no other purpose. Noti and its licensors reserve all rights not expressly granted hereunder, including the right to continually evolve the Platform and all related technologies. Noti may provide Customers with any necessary and secure log-in credentials for Users to access the Platform.

Other than the right to access and use the Services set forth in this Agreement, User shall have no rights in the Noti Service, the Platform and any technology or software used by Noti to provide the Noti Service, including without limitation, any underlying technology, trade secrets, data, content or information (collectively, the “Noti Technology”). Users shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Noti Technology (or any portion thereof) in any way; (ii) modify, adapt, translate or make derivative works based upon the Noti Technology; (iii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Noti Technology; (iv) reproduce any portion of the Noti Technology; (v) use the Noti Technology (or any portion thereof) for any purpose or in any manner that is unlawful or prohibited by this Agreement; or (vii) permit or authorize any third party to do any of the foregoing.

Customer/User Conduct and Responsibilities

Account. Users and Customers are responsible for all activity occurring under their respective accounts. Users and Customers shall notify Noti immediately of any unauthorized use of any password or account or any other known or suspected breach of security of its account. You represent and agree that all information that you provide to us in connection with your access to and use of the Service is true, accurate, and complete to the best of your knowledge and belief. Noti reserves the right, in its sole discretion, to terminate your access to all or part of the Service, without notice or liability, for any reason, including, but not limited to: (a) the unauthorized use the Service; or (b) the breach of any agreement between you and Service, including, without limitation, these Terms. Following any such termination of access, you will continue to be bound hereunder to the fullest extent allowable by law. You may not access the Service after your access is terminated without Noti’s written approval.

Restrictions on Use of Platform. Neither Customers nor Users shall: (i) send through or store on the Platform (a) infringing, or otherwise unlawful or tortious material, including defamatory material and material violating any third party intellectual property or privacy rights; or (b) material containing software viruses, worms, Trojan horses, time bombs, cancelbots or other harmful computer code, files, scripts, agents, programs or programming routines (collectively, “Harmful Code”); (ii) interfere with or disrupt the integrity or performance of the Noti Technology, the Noti Service, the Platform or the data contained therein; (iii) use the Platform in a manner that could reasonably be expected to cause damage thereto; (iv) attempt to gain unauthorized access to the Platform, including without limitation, impersonating another Noti user or providing false identity information to gain access to or use the Platform; or (v) publicly disseminate information or analysis regarding the performance of the Noti Platform or Noti Service without Noti’s prior written consent.

Obligations. Customers and Users shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s and the User’s use of the Platform or the Services

User Submissions and Other User Supplied Content

By disclosing or offering any information to us, including comments, computer files, documents, graphics, suggestions, ideas, user input or other information (each, a “Submission”), either through your use of the Service or otherwise, you authorize your corresponding Customer and Noti to make such copies thereof as we deem necessary, including to facilitate the posting and storage of the Submission through the Service. By making a Submission, you automatically grant, and you represent and warrant that you have the right to grant, to both your corresponding Customer and Noti an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submission for any purpose, commercial, advertising, or otherwise, on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submission, and to grant and authorize sublicenses of the foregoing. By making a Submission, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Submission. You are fully responsible for any Submission you make and for the legality, reliability, appropriateness, and originality thereof.

Intellectual Property Ownership

This is an agreement between Noti and Users for the provision of Services as to those Users and not an agreement for sale or a license to any software and/or other proprietary information of Noti. Users of the Services acknowledge that they only have the limited right to access and use the Noti Technology and that irrespective of any use of the words “purchase,” “sale” or like terms hereunder no ownership rights are being conveyed to Users under this Agreement or otherwise and Users agree that Noti or its affiliates retain all rights, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the Noti Technology. Noti alone (and its licensors, where applicable) shall own all rights, title and interests, including all related intellectual property rights, in and to the Noti Technology. Noti’s name, Noti’s logo, and the product names associated with the Platform and the Services are trademarks of Noti or third parties, and no right or license is granted to Users to use or possess rights in them.

Confidential Information

Definition. “Confidential Information” means: (i) Noti Technology; (ii) User Submission and other User information, and (iii); any business or technical information of Noti or Customer, including but not limited to any information relating to Noti’s or Customer’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how.

Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (ii) is known to the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure; or (v) is disclosed with the prior written approval of the disclosing party.

Use and Disclosure Restrictions. Users will not use Noti’s Confidential Information except as permitted herein, and will not disclose such Confidential Information to any third party as is reasonably required in connection with the exercise of its rights and obligations under this Agreement. However, Users may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement.

Minors

The Services provided by Noti are not directed at users under the age of 18. If you are under the age of 18, you are not permitted to register for a Noti account or use the Services.

Hyperlinks

The Service may include hyperlinks to other websites, which are not maintained by Noti. We are not responsible for the content of such external websites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such websites. The inclusion of any hyperlink to external websites does not imply endorsement by Noti of those websites or any products or services referred to therein. The terms of service and privacy policies applicable to external websites may be different from those applicable to users of Noti Services. If you decide to access any external website through a link within our Platform, you do so entirely at your own risk, and Noti will have no liability for any loss or damage arising from your access or use of any external website. You agree that you will bring no suit or claim against us arising from or based upon any such use of external websites.

Disclaimer of Warranties

YOUR USE OF THIS SERVICE IS AT YOUR SOLE RISK. UNLESS OTHERWISE EXPLICITLY STATED IN THIS AGREEMENT, THE Noti TECHNOLOGY, THE SERVICES AND THE PLATFORM ARE MADE AVAILABLE “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. Noti DOES NOT REPRESENT OR WARRANT THAT (A) THE Noti SERVICES AND TECHNOLOGY (OR ANY PORTION THEREOF) OR THE USE THEREOF WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE, RELIABLE OR FREE FROM LOSS; OR (D) THE SERVICES OR THE INFRASTRUCTURE THAT MAKES THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Noti SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE Noti’S CONTROL.

Limitation of Liability

In no event will Noti, its contractors, affiliates, suppliers, content-providers, and other similar entities, and the officers, directors, employees, representatives, and agents of each of the foregoing (collectively, our “Contractors”), be liable to you, your corresponding Customer, or any third party for any losses or damages, alleged under any legal theory, arising out of or in connection with: (a) your use of, or reliance on, the Services or Platform; (b) our performance of or failure to perform our obligations in connection with these Terms; (c) the defamatory, offensive, or illegal conduct of other users of the Service; or (d) your purchase or use of any goods or services provided by third parties.

Under no circumstances will Noti or our Contractors be liable to you, your corresponding Customer, or any third party for any indirect, consequential, incidental, punitive, special, or similar damages or costs (including, but not limited to, lost profits or data, loss of goodwill, loss of or damage to property, loss of use, business interruption, and claims of third parties) arising out of or in connection with these Terms or the use of the Services or Platform, or the transmission of information to or from Noti over the Internet, even if we were advised, knew, or should have known of the possibility of such damages or costs. In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of Noti and the Contractors will be limited in accordance with these Terms to the fullest extent permitted by law. Without limiting any of the foregoing, if Noti or any of the Contractors is found liable to you or to any third party as a result of any claims or other matters arising under or in connection with these Terms, the Service, or your use of the Service, the maximum liability for all such claims and other matters will not exceed $100 in any calendar year.

Indemification

Users and their corresponding Customers shall defend, indemnify and hold harmless (“Indemnify”) Noti, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (“Indemnified Parties”) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) (“Liabilities”) arising out of or in connection with any unaffiliated third party’s claim (“Claim”): (i) arising from the information provided to Noti under this Agreement, including claims alleging that use of such information infringes the rights of, or has caused harm to, a third party; (ii) arising from the User and/or Customer’s use of the Noti Platform, Services or any materials provided by Noti other than in accordance with the terms of this Agreement, or (iii) arising from a User’s breach of this Agreement.

Jurisdiction

These Terms will be construed and enforced in accordance with the laws of the State of New York. Each User and Customer submits to personal jurisdiction in New York, and any cause of action arising under these Terms or otherwise involving the Services provided by Noti will be brought exclusively in a court in New York County, New York.

Waiver of Jury Trial

YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THESE TERMS AND THE MATTERS CONTEMPLATED HEREBY.

Digital Millennium Copyright Act

Noti complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you believe that your copyright in any material has been infringed on the Platform or through the Service, please send a “DMCA Notice” described below to Noti’s DMCA Agent. For your DMCA Notice to be valid under the law, you must provide the following information in writing:

1. Identification of the copyrighted work that you claim has been infringed.
2. Identification of the material that you claim is infringing, with sufficient detail so that Noti may readily locate it.
3. Information sufficient to permit Noti to contact you such as your name, address, telephone number, and e-mail address.
4. A statement declaring that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
5. A statement made under penalty of perjury that the above information in your notice is accurate, and that you are the owner of the copyright interest allegedly infringed or you are authorized to act on behalf of that owner.
6. The physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright interest allegedly infringed.

The DMCA Notice must be submitted to the following DMCA Agent:

ATTN: DMCA Agent
Noti
51024 Maria Street
New Baltimore, MI 48047

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Noti and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Noti’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

Miscellaneous

Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this Agreement may be amended, and the observance of any provision of this Agreement may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the written consent of the parties. Waivers and amendments shall be effective only if made by written agreements specifically amending or waiving a particular provision and is clearly understood by both parties to be an amendment or waiver.

Monitoring. Noti reserves the right to monitor Customer’s and Customer Employees’ use of the Platform and Services for violations of these terms and any other behavior Noti considers harmful.

Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

Entire Agreement. This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among Noti and Customer relating to the subject matter of this Agreement and all past dealing or industry custom.

Severability. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

Force Majeure. Neither party will be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.

Survival. Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Site.

Additional Rights and Remedies. These Terms do not confer any rights, remedies, or benefits upon any person other than you. We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.