Hermes, A Product of Calpion Inc. – Terms & Conditions

1. CONTRACTUAL ASSOCIATION

These Terms and Conditions govern the access or use by you of websites, mobile applications, content, products and services (collectively, the “Services”) made available by Hermes, a product of Calpion Inc., a Delaware corporation, located in Dallas County, Texas, and its affiliated entities but excludes any websites, mobile applications, content, products and services that indicate they are subject to separate terms and conditions. An entity is an affiliate of Hermes if the entity directly or indirectly controls, is controlled by or is under common control with the other entity. Hermes and its affiliates are collectively referred to herein as “Hermes, a product of Calpion Inc”. In instances when you have a separate signed agreement with us for certain Services, such signed agreement’s terms will be controlling with respect to the applicable Services in the event of an inconsistency with these Terms and Conditions. Further, additional terms may apply to certain Services and will be disclosed to you in connection with such Services. The additional terms will be controlling with respect to the applicable Services in the event of an inconsistency with these Terms and Conditions.

By accessing and using the Services you are agreeing to these Terms and Conditions. If you are using the Services on behalf of a business entity, then your use means such business entity also accepts these Terms and Conditions. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCESSING AND USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY, UNDERSTAND THEM AND AGREE TO BE BOUND BY THEM. If you do not agree to these Terms and Conditions, do not access or otherwise use our Services.

The term “you” or “your” as used in these Terms and Conditions refers to the individual using the Service and if you use the Service on behalf of a corporation, LLC, partnership, or other business entity, then “you” includes that business entity and any individuals associated therewith using our Service, who registers and maintains one or more user accounts with Hermes

The terms “us,” “our” and “we” as used in these Terms and Conditions refer to Hermes and each of its agents and representatives.

2. CHANGES TO TERMS AND CONDITIONS

We reserve the right to modify these Terms and Conditions relating to the Services at any time, effective upon posting of an updated version of the Terms and Conditions on the Service. Hermes will make reasonable efforts to notify you in advance of material changes to the Terms and Conditions, but you are responsible for regularly reviewing the Terms and Conditions. Continued use of the Services after any changes shall constitute your consent to such changes.

3. CHANGES TO SERVICES

We are constantly working to improve our Services. Thus, we may change, suspend or discontinue any aspect of our Services at any time. We may also impose limits or restrictions on certain Services, features or content or restrict your access to parts or all our Services at any time without notice or liability to you. Hermes requires that its customers are responsible for managing medical and therapy credentials for its users.

Hermes is not responsible for administrating user access to the system for its customers. Accounts may be suspended or canceled for security purposes. The account will not be refunded or prorated if it is closed for security reasons.

A request to remove a service or product on an account must be made at least 14 days prior to the next bill cycle date and will take effect on the last day of the billing period in which the request is made. No portion of payment will be refunded or prorated at the time a change request is made. Customers are encouraged to keep records of all communications regarding changes to their account.

4. THE SERVICES AND ACCESS

The Services constitute a technology platform that enables you and other users of Hermes websites and mobile applications to utilize technology solutions that provide BIM, CADD, RPA, AI, ML. It also provides electronic medical records involved in the management of your practice, but not limited to scheduling, practice management and billing and other solutions.

Before being permitted to access or use certain Services, you will be asked to register and submit certain information about yourself (“Registration Information”). You represent and warrant that: (a) all Registration Information you have provided is true, accurate, current and complete; and (b) you will maintain and promptly update the Registration Information to keep it true, accurate, current and complete. In connection with your registration, you also will be asked to create a password-protected account to access the Services (an “Account”). You are responsible for all activity that occurs under your Account, and you agree to maintain the security and confidentiality of your Account information and password at all times. You agree to notify us immediately of any actual or suspected unauthorized use of your Account. Certain Services may require you to agree to additional terms specific to the use of such Services. You understand and agree that in order to use our Services and create an Account, you must provide us with a verifiable physical address that is not a P.O. Box or Commercial Mail Receiving Agency in order to be granted an Account.

Each Hermes Account is unique. Additional users may be added to an Account subject to the fees agreed to by the parties. Each user must register with an individual, unique email address and password to access Hermes Services. Hermes may limit the number of usernames and passwords associated with your Account. Hermes reserves the right to bump users off the system if more than one user attempts to login with the same email address and password at the same time.

5. RIGHTS GRANTED AND APPROPRIATE USE

Subject to your compliance with these Terms and Conditions, Hermes grants you a non-assignable, non-transferable, non-exclusive, revocable right to: (a) access and use the Services on your hardware solely in connection with your use of the Services; and (b) access and use any content, information or related materials that may be made available through the Services.

You may not: (a) copy (except as set forth in this Section 5), modify, distribute, sell, license, sublicense, assign, transmit, publish or republish, display, perform, edit, create derivative works from, transfer, lease, sell or license any part of the Services to a third party; (b) reverse engineer, dissemble, decompile or work around any technical limitations of the Services; (c) copy or retrieve data or other content provided by us to you, either manually or by use of automatic devices, for the purpose of creating or compiling, directly or indirectly, a collection, database or directory or creating products competitive to the Services; or (d) use meta tags or other hidden text utilizing our name or trademarks or use framing techniques to enclose any portion of the Services. You may not make copies of any part of the Services except as reasonably necessary for your own internal business purposes.

When you create an Account, you represent, warrant and covenant: (a) you are or represent a bona fide medical practice or are otherwise a business partner of Hermes; (b) you will comply with all applicable laws when using the Services (e.g., any prohibitions on mobile device use while driving, HIPPA), and you will use the Services for lawful purposes only; (c) you will not permit non-registered and unauthorized users to use your Account or the Services without express written permission from Hermes (d) your purpose in accessing and using the Services is not to directly or indirectly compete with or gain a competitive advantage in relation to us; (e) you will not use the Services and any postings made by you on the Services to advertise services for any third party entity or person; (f) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and you are not listed on any U.S. government list of prohibited or restricted parties. Hermes service agreements allow only one user per agreement. You further understand and agree that we reserve the right to restrict, in part or in full, access to the Services if we learn that you are an entity, or are affiliated with an entity, that provides a service competitive to our Services or if we believe you are attempting to create a competitive service.

By violating any of the terms outlined in this Section 5, you risk having your Account terminated by us without warning and, in addition to being subject to any other legal remedies that may be available under these Terms and Conditions, or that may be available under applicable law, we may, in our sole discretion, elect to assess you a penalty in the amount of $1,000.00 for each unauthorized access or use of the Services by you or by a third party using your Account password or accessing your Account without our permission. To the extent we may have to sue you to enforce any of these Terms and Conditions, or other violations committed by you while accessing or using the Services, you expressly agree to bear the costs of that enforcement, including without limitation all related attorneys’ fees.

6. PROPRIETARY RIGHTS

The Services and rights in the Services are the property of Hermes or its licensors. The Services are protected by copyrights, trademarks, service marks, patents, trade secrets and other proprietary rights and laws. You may not remove, obscure or alter any copyright, trademark or other proprietary notices displayed on our Services. Neither these Terms and Conditions nor your use of the Services convey or grant to you any rights: (a) in or related to the Services except for the limited rights granted above; or (b) to use or reference in any manner the company names, logos, product and service names, trademarks or services marks of Hermes or its licensors.

7. SUBMISSION OF CONTENT

By submitting content in connection with your access and use of the Services, you:(a) Grant us and our licensees to the fullest extent permitted by applicable law, a worldwide, perpetual, transferrable, royalty-free right to use, reproduce, host, publicly display, publish, publicly perform, adapt, modify, distribute, promote and otherwise exploit in any manner the content in any form and distribution channels now known or subsequently devised for any purpose (including without limitation in connection with the Services and Hermes business and on third party sites and services), without further notice to you, and without the requirement of payment to you or any other person or entity. These Terms and Conditions remain in effect even if you stop using the Services.(b) Represent, warrant and covenant that:
1. You will not upload, save or transmit to or distribute or otherwise publish through our Services, any content that: (a) restricts or inhibits any other user from using or enjoying our Services; (b) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent; (c) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law; (d) violates, plagiarizes or infringes the rights of third parties, including without limitation copyright, trademark, patent, rights of privacy or publicity or any other proprietary right; (e) constitutes defamatory or libelous statements; (f) contains a computer virus or other harmful component; (g) constitutes or contains false or misleading indications of origin or statements of fact; or (h) is inappropriate for the purpose of our Services.

We retain the right, but not the obligation, to review and remove any content submitted in connection with your access and use of the Services without notice to you.

8. PRIVACY POLICY

Our Privacy Policy is incorporated in these Terms and Conditions by reference. By accepting these Terms and Conditions, you expressly consent to the use and disclosure of your personally identifiable and other information as described in our Privacy Policy which can be accessed on our public site.

9. FEES

You agree to pay us for the Services in accordance with the fees, charges, taxes and billing terms in effect at the time a fee or charge is due and payable. According to the nature of some of our Services, fees may be required in advance of use. All fees must be paid in U.S. dollars unless specifically permitted otherwise by Hermes

10. CANCELLATION

Hermes is a pay-in-advance service and you may request to cancel at any time. A request to cancel a Hermes account must be made at least 14 days prior to the next invoice date or the service will continue through the next billing period.
Admin users may either make a cancellation request online through their account from the Billing page, by calling to speak with a Hermes representative, or through the chat service. Simply canceling the credit/debit card associated with a Hermes account will not cancel the account.
Cancellations will take effect on the last day of the billing period in which the cancellation is processed. No portion of a payment will be refunded or prorated at the time a cancellation request is made. Customers are encouraged to keep records of all communications regarding cancellation.
Cancellation of an account does not resolve outstanding amounts owed or nullify previously agreed upon charges or fees, such as payments charged in setup, installments, billing services or annual contract charges, portions of which may not yet have been invoiced at the time of your cancellation request. At the time of cancellation, any outstanding amounts owed to Hermes must be settled.
Note: If you entered a signed contract for your services, such as an annual contract, please review your contract for additional obligations. In the event the billing terms in your signed contract conflict with these Terms and Conditions, the terms of your signed contract will govern.

11. AUTOMATIC RECURRING BILLING

We will automatically renew and charge your credit card, withdraw from your account, or issue an invoice to you (whichever form of payment you authorized at the time you set up your Account) (a) every month for monthly service agreements, (b) every quarter for quarterly service agreements, (c) each year on the subsequent anniversary for annual service agreements, or (d) monthly for annual service agreements. In the event of an early termination of an annual service agreement that is paid monthly, Hermes will charge your credit card, or withdraw from your account for full payment for the remainder of the annual term. Renewal charges for each service agreement will be equal to the then-current service fee unless we have mutually agreed otherwise. Fees for other services will be charged on an as-quoted basis. Unpaid fees will result in suspension of the Services. Once fees have been paid after suspension, you will be charged going forward at the then current rate for the Service(s).

For transactions with a returned payment fee Hermes will impart that fee to the customer. Hermes reserves the right to hold you, the customer, responsible for reasonable fees associated with collection of payment, including but not limited to collection agency fees.

12. REFUND POLICY

For our subscription-based Services, payment is made in advance for access over a certain time period, regardless of actual usage. Subscriptions are non-cancellable for the pre-paid time period and thus, we do not refund fees or pro-rate for partial usage.

13. ASSIGNMENT

We reserve the right to assign our rights and obligations under these Terms and Conditions to any subsidiary or affiliate, acquirer of some or all of Hermes equity, assets or business, or a successor by merger or other operation of law. You may not assign your Account or any of your rights or responsibilities under these Terms and Conditions without our express written consent. These Terms and Conditions will inure to the benefit of, be binding upon and be enforceable by our successors and assigns.

14. THIRD PARTY SERVICES AND CONTENT

The Services may be made available or accessed in connection with third party services and content that are not under our control and in no event will Hermes be responsible or liable for any products, services or content of such third-party providers. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Additionally, third parties, including but not limited to, Apple Inc., Google Inc., Microsoft Corporation and BlackBerry Limited, will be a third-party beneficiary to this contract if you access the Services using mobile applications available for use on the third party’s mobile devices. These third-party beneficiaries are not parties to this contract, are not responsible for the provision or support of the Services in any manner and are not responsible for any investigation, defense, settlement and discharge of any third-party claim that the Services or your access and use of the Services infringe such third party’s intellectual property rights or any other third-party claim or claim made by you relating the Services or your access and use of the Services. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of use and you agree to comply with the applicable third-party beneficiary’s terms of use when using the Services.

15. NETWORK ACCESS, DEVICES AND ELECTRONIC COMMUNICATIONS

You are responsible for acquiring and updating any compatible hardware, data network access, Web browser and email account necessary to access and use the Services and any updates to the Services. You agree to receive information and other materials from us primarily through our websites, mobile applications and an email address you provide to us, and you agree to notify us of changes in your electronic contact information. Any materials or information provided to you by telephone, U.S. mail, facsimile or other means does not constitute a waiver of this contract. We do not guarantee that the Services will function on any particular hardware and the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. If you access or use the Services from a wireless-enabled device, your mobile network’s rates and fees may apply.

16. NO CONFIDENTIAL OR CONTRACTUALLYIMPLIED RELATIONSHIP EXISTS WITH US

You acknowledge that by registering with us, submitting content to us for posting or any other purposes or using our Services, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than the express contractual relationship set forth in these Terms and Conditions. Notwithstanding the foregoing, we will not disclose to third parties the source or identity of the ownership of any content licensed to us under this Agreement.

17. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

No agency, partnership, joint venture, employee–employer or franchisee–franchisor relationship is intended or created by your use of the Services or by these Terms and Conditions.You use the Services at your own risk. While we make reasonable efforts to post and supply accurate and timely information, we make no representations or warranties of the accuracy of content on the Services or content otherwise provided to you by us through an alternative means and assume no liability or responsibility for inaccuracies, errors or omissions in such content. Without limiting the foregoing in any way, we make no representations or warranties whatsoever: (a) regarding the reliability, timeliness, quality, suitability or availability of our Services; (b) that our Services will be uninterrupted or error- free; or (c) regarding the quality, qualifications, suitability, safety, criminal or civil liability history, creditworthiness or experience of any of the users of our Services. In addition, by using the Services, you acknowledge and agree that we do not, and have no duty to, conduct any investigations or evaluations relating to any of the foregoing. You fully and completely assume all risk of using the Services and any content, materials or information provided to you by us or any other user of the Services.

NEITHER WE NOR ANY OTHER PARTY INVOLVED IN THE CREATION, DISTRIBUTION OR DISPLAY OF THE SERVICES OR ANY OTHER MATERIALS OR INFORMATION PROVIDED TO YOU BY US (COLLECTIVELY, “SUPPLIERS”) IS LIABLE FOR ANY LOST PROFITS OR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR THAT RESULT FROM: (A) YOUR USE, INABILITY TO ACCESS OR USE OR RELIANCE ON THE SERVICES OR ANY OTHER MATERIALS PROVIDED TO YOU BY US, EVEN IN THE EVENT OF OUR NEGLIGENCE; OR (B) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF HERMES AND ITS SUPPLIERS FOR ANY CLAIMS UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES.

WITHOUT LIMITING THE FOREGOING, AND TO THEFULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL SERVICES AND ANY OTHER MATERIALSOR INFORMATION PROVIDED TO YOU BY US ARE DELIVERED AS IS AND AS AVAILABLE,WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOTLIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, RELIABILITY, ABILITY TO MEET YOUR NEEDS OR NONINFRINGEMENT. WE DO NOTWARRANT THAT THE SERVICES OR ANY OF THEIR SERVERS ARE FREE OF VIRUSES OR OTHERHARMFUL COMPONENTS THAT MAY INFECT OR DAMAGE YOUR HARDWARE OR OTHER PROPERTY ASA RESULT OF YOUR ACCESSING, BROWSING OR USING THE SERVICES, DOWNLOADINGINFORMATION OR PRINTING INFORMATION FROM THE SERVICES.

18. CLAIMS OF INFRINGEMENT

Just as we require users of the Services to respect our copyrights and other intellectual property rights, we respect the copyrights and other intellectual property rights of users of the Services and other third parties. It is Hermes policy to disable or terminate the Accounts of users who are repeat infringers. If you believe in good faith that your copyrighted work has been reproduced on the Services without authorization in a way that constitutes copyright infringement.

Please provide the following information:
(a) The identity of the infringed work and of the allegedly infringing work; (b) identification of the content you believe to be infringing in a sufficiently precise manner to allow us to locate that content; (c) your name, address, daytime phone number and email address, if available; (d) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent or the law; (e) a statement of the accuracy of the notice and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (f) your electronic or physical signature.

19. USER’S INDEMNIFICATION

You agree to defend, indemnify and hold us and our employees, contractors, officers and managers harmless from all liabilities, claims and expenses, including without limitation attorneys’ fees, that arise out of or result from: (a) your use or misuse of the Services or any other materials or information provided by us to you (whether such material or information originates from us or from a third party, including without limitation other users of the Services); (b) your breach of these Terms and Conditions; (c) our use of any content submitted by you in connection with the Services; or (d) your violation of any law or the rights of a third party.

20. GOVERNING LAW

These Terms and Conditions shall be governed by and construed under the laws of the State of Texas without regard to that state’s conflicts of law rules. By accessing and using the Services, you expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions or your access or use of the Services is the state or federal courts located in Dallas County, Texas and that all claims or actions will be brought in those courts. You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

21. SEVERABILITY AND INTEGRATION

These Terms and Conditions supersede any prior or contemporaneous communication (whether oral, written or electronic) between you and us regarding the Services. These Terms and Conditions also govern and are incorporated into any additional agreement or arrangement between you and us, including without limitation any agreement relating to the collection, compilation and supply of data from us. If any part of these Terms and Conditions is held void, invalid or unenforceable, that portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect.

22. RIGHT TO AUDIT

You expressly grant us the right to audit your facilities and records from time to time in order to verify your compliance with these Terms and Conditions. Any such audit shall only take place during your normal business hours and upon no less than five (5) days prior written notice from us.

23. FEEDBACK

Please submit feedback or suggestions about our Services to info@calpion.com. We may use your feedback or suggestions without notice or obligation to you.

24. SMS TERMS AND CONDITIONS

IMPORTANT! PLEASE READ THESE HERMES SMS TERMS AND CONDITIONS CAREFULLY BEFORE SIGNING UP FOR ANY HERMES, A PRODUCT OF CALPION INC (“HERMES, A PRODUCT OF CALPION INC” OR “WE” OR “US”) TEXT MESSAGING PROGRAM. BY SIGNING UP FOR ONE OR MORE OF HERMES TEXT MESSAGING PROGRAMS, YOU AGREE TO ABIDE BY AND BE BOUND TO THESE HERMES SMS TERMS AND CONDITIONS.

Consent to receive text messages is not required and is not a condition of any purchase.
Program Description
Hermes text messages are intended to provide you with information and/or marketing and promotional information regarding Hermes products and services. We may also provide you with transaction or practice-related information.
Cost and Message Frequency
Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency depends on the user’s interaction. If you have any questions about your text plan or data plan, it is best to contact your mobile provider.
How to Opt-Out After you opt-in to any Hermes, a product of Hermes, a product of Calpion Inc. text messaging program, you can opt-out by replying STOP to a text message for a program from which you no longer wish to receive messages. This will only opt you out of the specific text messaging program associated with the text to which you replied STOP. You will remain opted into other Hermes text messaging programs. For application alerts you can configure messages on/off for their respected purpose in the application.
Your Mobile Telephone Number
You represent that you are the account holder or are authorized to make changes to the account for the mobile telephone number(s) that you enroll in a Hermes messaging program. You are responsible for notifying Hermes immediately if you change your mobile telephone number. You may notify Hermes of a number change by making the change in your user profiles or by contacting Support at info@calpion.com. You agree to indemnify Hermes in full for all claims, expenses, and damages related to or caused in whole or in part by your failure to notify Hermes if you change your telephone number including, but not limited to, all claims, expenses, and damages related to or arising under the Telephone Consumer Protection Act.
Access or Delivery to Mobile Network is Not Guaranteed
It is your responsibility to determine if your mobile carrier supports text messaging and if your mobile device can receive text messages. Your receipt of our text messages is subject to the terms and conditions of your agreement(s) with your mobile carrier.Delivery of information and content to a mobile device may fail due to a variety of circumstances or conditions. You understand and acknowledge that network services, including but not limited to mobile network services, are outside of Hermes control and neither Hermes nor the mobile carrier is responsible or liable for issues arising from such network services (e.g., delayed or undelivered messages or the security of any messages).
Supported Carriers
Supported carriers may change from time to time, but currently include AT&T, Sprint/Boost/Virgin, T-Mobile/MetroPCS, Verizon Wireless, CellCom USA, C Spire Wireless, U.S. Cellular, Carolina West Wireless (CWW), and Google Voice, among others.
Support/Help
To request more information, reply HELP to any text message you receive from Hermes for the text messaging program about which you have questions. You may also receive help by contacting Support at info@calpion.com.
Changes to Terms and Conditions
Hermes may revise, modify, or amend Hermes. SMS Terms and Conditions at any time. Any such revision, modification, or amendment shall take effect when it is posted to Hermes website. You agree to review these Hermes SMS Terms and Conditions periodically to ensure that you are aware of any changes. Your continued consent to receive Hermes text messages will indicate your acceptance of those changes.
Termination of Text Messaging
We may suspend or terminate your receipt of Hermes text messages if we believe you are in breach of any of these. SMS Terms and Conditions. Your receipt of Hermes text messages is also subject to termination if your mobile telephone service terminates or lapses. Hermes reserves the right to modify or discontinue, temporarily or permanently, all or any part of Hermes text messages, with or without notice.