Terms of Service

Hiyer is a web-based workforce-intelligence product. Customer's authorized users run structurally anonymous employee pulse surveys (the "CQI+" instrument), aggregate responses, compare against UpDoc's industry benchmark dataset, and receive narrative insights. The Service is delivered as a SaaS subscription and is described at hiyer.updocmedia.com.

You are responsible for activity under your account and for maintaining the confidentiality of the credentials used to sign in to the Service. You will configure authorized users accurately and will promptly revoke access when a user leaves your organization. You represent that each authorized user is at least 18 years old.

Owners and administrators may invite additional authorized users. Viewers can see aggregated scores within their organization but cannot mutate configuration.

You will not, and will not permit any authorized user to:

• Use the Service to transmit or store Protected Health Information as defined under HIPAA, or any other data category subject to regulatory obligations inconsistent with a product that does not sign Business Associate Agreements (see Section 12).
• Attempt to circumvent the structural anonymity of the response schema, including by encoding identifying information into question text, cohort names, or metadata, or by narrowing cohorts below five respondents in a way intended to re-identify a specific person.
• Reverse engineer, decompile, or attempt to extract source code of the Service, except to the extent such restrictions are prohibited by applicable law.
• Use the Service to send spam, to scrape, to benchmark against competing products for the purpose of building a competing product, or to violate third-party rights.
• Share sign-in credentials or bypass user-count limits of your subscription tier.

Subscription fees are stated at sign-up or on an order form. Unless an order form says otherwise, subscriptions renew automatically at the end of each billing period at the then-current list price.

No refunds. All fees are non-refundable and are payable in full when due. If you cancel mid-term, your subscription remains active through the end of the paid period; you will not be charged again on renewal, and you will not receive a prorated refund for the unused portion. This is a business-SaaS norm and UpDoc, Inc. has priced the Service accordingly.

Failed payments may result in suspension after reasonable dunning attempts and 14 days' notice to your billing contact.

Taxes, where applicable, are your responsibility and are added on top of stated fees.

Customer Data means the content Customer and its authorized users submit into the Service, including cohort names, cycle configuration, survey responses, comments, and any free-text fields.

As between the parties, Customer owns Customer Data. Customer grants UpDoc a limited, worldwide, non-exclusive license to process Customer Data solely as needed to provide the Service, compute benchmarks in aggregate de-identified form, and operate and improve the Service consistent with the Privacy Policy.

Benchmarks. UpDoc aggregates de-identified response data across the customer base to produce and maintain the CQI+ benchmark dataset. Aggregated benchmark data (medians, percentiles, n counts) is UpDoc's property. We do not expose any customer's individual aggregate in this benchmark set; the smallest grouping is at a cohort-type and year level, always across hundreds of respondents.

UpDoc IP. The CQI+ question bank, dimension taxonomy, scoring methodology, at-risk rule library, the Hiyer software, and all related documentation are the property of UpDoc. Nothing in these Terms transfers those rights to Customer.

Each party will protect the other's confidential information with the same care it uses for its own, and at minimum reasonable care. Confidential information does not include information that is public, was already known, or is independently developed without access to the other's confidential information. Nothing in this Section prevents disclosure required by law, subject to notice to the other party where legally permitted.

These Terms start when you first accept them and continue until all subscriptions terminate. Either party may terminate for material breach if the breach is not cured within 30 days of written notice.

On termination, Customer access ends. Customer may export Customer Data via the CSV and PDF export routes before termination. UpDoc will delete or de-identify Customer Data within 90 days after termination except for backups, audit logs, and billing records retained under Section 9 of the Privacy Policy.

UpDoc warrants that it will provide the Service in a professional and workmanlike manner and in substantial conformity with its published documentation. EXCEPT FOR THE FOREGOING, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND UPDOC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. UPDOC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY ANALYSIS OR RECOMMENDATION WILL PRODUCE A PARTICULAR BUSINESS RESULT.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, VIOLATION OF SECTION 3, OR PAYMENT OBLIGATIONS, NEITHER PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO UPDOC UNDER THE APPLICABLE ORDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UpDoc will defend Customer against any third-party claim alleging that the Service, as used in accordance with these Terms, infringes that third party's US patent, copyright, or trademark, and will pay damages finally awarded. Customer will defend UpDoc against any third-party claim arising out of Customer Data, Customer's breach of Section 3, or Customer's violation of law, and will pay damages finally awarded. Each party's indemnification obligation is conditioned on prompt notice, sole control of the defense, and reasonable cooperation.

These Terms are governed by the laws of the State of Maryland, without regard to conflict-of-law principles. The exclusive venue for any dispute arising out of or relating to these Terms is the state or federal courts located in Howard County, Maryland, and each party submits to the personal jurisdiction of those courts.

UpDoc is not a HIPAA covered entity or business associate. Hiyer is not designed to collect Protected Health Information, and the response schema does not support it (see the Privacy Policy, Section 2). UpDoc does not sign Business Associate Agreements for Hiyer. Customer will not use the Service to transmit, store, or process Protected Health Information.

These Terms plus the Privacy Policy and any signed order form are the entire agreement between the parties about the Service and supersede prior agreements. No waiver is effective unless in writing. If any provision is held unenforceable, the rest remains in effect. Neither party may assign these Terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Notices to UpDoc must be sent to 9200 Old Annapolis Road, Columbia MD 21045, Attn: Legal, with a copy by email to gene@updocmedia.com.

We may update these Terms from time to time. For material changes we will give at least 30 days' notice to active owners and administrators. Changes take effect at the start of the next renewal term unless the change addresses a security or legal obligation that requires faster effect.