IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS BELOW (“AGREEMENT”) BEFORE ACCESSING OR OTHERWISE USING THE ‘HOWARDCRM’PLATFORM SERVICE (THE “SERVICE”). BY ACCESSING OR OTHERWISE USING THE SERVICE, THE ENTITY OR COMPANY THAT YOU REPRESENT (“USER”) IS UNCONDITIONALLY CONSENTING TO BE BOUND BY, AND IS BECOMING A PARTY TO, THIS AGREEMENT WITH HOWARDCRM, LLC (“HOWARDCRM”).
Subject to User’s full compliance with all the terms and conditions of this Agreement, HowardCRM grants User Again, would you recommend “Software as a Service”—what do you suggest? I’m offering a CRM that will also allow customers to do electronic enrollments and store data on their customers]. The Service, and all applicable fees, will be as set forth, or made available, during the Service registration or purchase process (“Order Process”). The license granted to User is personal. User will not share User’s Service-access credentials (such as password) with any other users (except users who are employees, contractors, or agents of User (“Personnel”) and for whom User has purchased Service access through the Order Process). User is fully liable and responsible for any acts or omissions, including in breach of this Agreement, by any third party that User provides with access to the Service (such as User’s Personnel). User will only use the Service in accordance with any additional use limitations (such as any acceptable use policy) set forth atwww.howardcrm.com or as otherwise provided or made available by HowardCRM.
User shall not, nor permit anyone else to, directly or indirectly: (i) modify or create derivatives of the Service; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); or (iii) use the Service on behalf of any third party (or otherwise for the benefit of any third party other than User’s end client individuals). User shall maintain and not remove or obscure any proprietary notices on the Service. As between the parties, HowardCRM shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.
User will pay HowardCRM the fees for the Service as set forth during the Order Process (“Fees”). Unless otherwise specified during the Order Process, all Fees are payable annually in advance. To the extent User has provided a credit card or bank account information, HowardCRM is hereby authorized to bill such card/account (“Account”) for amounts owed (and User will ensure such number is always up-to-date). User’s use of the Service is subject to any use limitations set forth by HowardCRM during the Order Process (such as a limitation on the number of authorized users and the nature/type of such users); and, in the event of any use beyond such limitations, User authorizes HowardCRM to charge User’s Account for such excess usage. In the event any payments are past due, HowardCRM may suspend User’s access to the Service (such suspension will be lifted within five (5) business days from the time the delinquent payment is made). Unpaid invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection (including, without limitation, attorneys’ fees). User shall be responsible for all taxes associated with Service other than taxes based on HowardCRM’s net income. Except as expressly set forth herein, all Fees paid are non-refundable and non-cancellable.
User may, from time to time and in its sole discretion, make suggestions for changes, modifications, or improvements to the Services (“Feedback”). HowardCRM (and its successors and assigns) shall have an irrevocable, perpetual, worldwide, sublicensable, transferrable, full paid-up, royalty free right and license to use, reproduce, modify, display, distribute and otherwise exploit all Feedback for any purpose.
THE SERVICE IS PROVIDED “AS IS” AND HOWARDCRM MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED BY LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT. FURTHER, HOWARDCRM DOES NOT WARRANT RESULTS OF USE, OR THAT THE SERVICE IS BUG FREE OR ERROR FREE, OR THAT ITS USE WILL BE UNINTERRUPTED. IN ADDITION, USER ACKNOWLEDGES AND AGREED THAT HOWARDCRM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY DATA (AS DEFINED BELOW). WITHOUT LIMITING THE FOREGOING, HOWARDCRM MAKES NO REPRESENTATIONS OR WARRANTIES THAT THIRD-PARTY DATA IS ACCURATE, COMPLETE, TIMELY, OR FREE OF ERRORS. “THIRD-PARTY DATA” MEANS ALL DATA AND INFORMATION HOWARDCRM COLLECTS FROM INSURANCE COMPANIES, PHYSICIAN NETWORKS, OR OTHER RESOURCES OF INSURANCE OR MEDICAL INFORMATION (SUCH AS, WITHOUT LIMITATION, WITH RESPECT TO PLAN BENEFITS, INSURANCE PREMIUMS, PRESCRIPTION COVERAGE, MEDICATION COSTS, PHYSICAN IN- OUT-OF NETWORK STATUS, ETC.). USER ACKNOWLEDGES THAT HOWARDCRM DOES NOT CONTROL THE THIRD-PARTY PROVIDERS OF THIRD-PARTY DATA.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL HOWARDCRM BE LIABLE TO USER FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR LOSS OF DATA OR LOST PROFITS), EVEN IF FORESEEABLE, (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY USER TO HOWARDCRM DURING THE IMMEDIATELY PRECEDING THREE (3) MONTH (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP WIL BE US$100.00), OR (III) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. IN ADDITION, HOWARDCRM WILL HAVE NO LIABILITY FOR ANY THIRD-PARTY DATA (OR USER’S USE OF, OR RELIANCE ON, SUCH DATA)/ THE LIMITATION ON LIABILITY IN THIS SECTION 5 WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
This Agreement will have the term set forth during the Order Process. If no term is set forth during the Order Process, the initial term will be one (1) year. Thereafter, this Agreement will automatically renew for consecutive periods of equal length to the initial term, unless either party provides the other party with notice of non-renewal (via email) at least one (1) business day prior to the end of the current term. In addition, HowardCRM may terminate this Agreement at any time, for any or no reason, by disabling User’s access to the Service. Upon termination, User shall no longer have any right to use the Service. If HowardCRM terminates this Agreement without cause, it will refund all amounts paid by User in advance for the remainder of the term. Sections 4 through 9 (inclusive), as well as all use restrictions and outstanding payment obligations, and any remedies for breach, shall survive any expiration or termination of this Agreement.
User will indemnify and hold HowardCRM harmless from and against all claims, actions, demands, losses, damages, settlements, penalties, costs and expenses (including attorneys’ fees) arising from or in connection with User’s breach of this Agreement or use of the Service (except to the extent caused by HowardCRM. At HowardCRM’s request, it may control any or all defense and settlement activities.
No agency, partnership, joint venture, or employment is created as a result of this Agreement. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, 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. This Agreement is not assignable, transferable or sublicensable by User except with HowardCRM’s prior written consent. HowardCRM may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) in accordance with such Rules. To the extent the JAMS streamlined rules are available – they shall apply. The arbitration shall take place in California, in the English language and the arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated, the jurisdiction and venue for such actions shall be the state and federal courts located in California and both parties hereby submit to the personal jurisdiction of such courts. HowardCRM may modify this Agreement at any time by either (i) posting a notice of changes on its website, (ii) notifying User via email, or (iii) notifying User by account notification. User’s use of the Service after such notification constitutes User’s acceptance of the modifications. If User does not want to accept the modifications, User’s sole remedy is to terminate this Agreement and cancel User’s Service account. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement and, except as otherwise provided herein, that all modifications must be in writing.
