1. One Free Trial per Customer. The Customer may request a Free Trial period to evaluate the Services, and the Company may, in its sole discretion, determine if a Free Trial period will be offered and the duration of any Free Trial period so offered.  The Customer acknowledges and understands that the request for a Free Trial does not guarantee that a Free Trial period will be granted.  Unless explicitly agreed to otherwise in writing signed by both Parties, only one Free Trial period may be requested per Customer.
2. Duration. The specific duration of the Free Trial shall be stated in the written Free Trial agreement.
3. Subscription Fees. During any Free Trial period offered to a Customer by the Company, the Customer will not be required to pay any portion of the monthly Subscription fee.
4. Cancellation of Free Trial. During the Free Trial period either Party may terminate this Agreement for any reason by providing one (1) day written notice of the intent terminate to the non-terminating Party.
5. Conversion to Paid Subscription. If at the expiration of the Free Trial period neither Party has terminated the Agreement, upon expiration of the Free Trial period, it will automatically convert into a paid Subscription, and all clients registered with the Hi Rasmus platform during the Free Trial period will be converted to a standard Client License (as defined hereafter) once the paid Subscription begins.

Client Licenses. The number of Client Licenses available for use by the Customer under the Customer’s Subscription shall depend on the specific Subscription Tier Customer has selected as described in more detail in Section 9 below. The following conditions apply to registering and assigning Client Licenses to Customer’s Clients:

1. The Customer is at all times responsible for ensuring it has subscribed to the correct number of Licenses, including increasing or decreasing the number of licenses as needed; and Pursuant to the conditions set forth in Section 8 below, the Customer may, at its election, increase or decrease the number of Client Licenses authorized under the Customer’s Subscription for the Services.

2. Data Collection/Analytic Services. In order for data collection, supervision and graphing Services will only be available for Client after Customer has registered the Client on the Hi Rasmus platform and assigned them an available License number under the Customer’s service Subscription.

3. Transferability. Licenses are transferable between Customer’s Clients, and the Customer may assign licenses to their Clients as needed, provided that the Customer has registered the Client for use of the Hi Rasmus platform.

4. Management of Registered Users. The Customer understands that it shall be responsible for managing and monitoring who has registered on the Hi Rasmus platform as having authority to change any subscription terms between Company and the Customer. The Customer further acknowledges and understands that any User registered as a Supervisor or Manager for the Customer on the Hi Rasmus platform has the authority to increase or decrease the number of Licenses, assign Licenses to Clients, and transfer licenses between Clients, and that such actions are binding on the Customer, and that Customer expressly agrees to assume any and all obligations which may arise from such actions.

Payment of Subscription Fees. All Subscription Fee payments due hereunder shall be charged against the payment method the Customer has saved and registered/designated for such use on Our Application. The Customer’s Subscription Fee due each month shall be calculated based on the Services utilized, the Subscription Tier selected, the number of Client licenses, together with any applicable discounts.

1. Client License Subscription Tiers: the Company offers two (2) Subscription Tiers for Client Licenses, a Standard Tier and a Premium Tier. Standard Tier Licenses are Nineteen Dollars ($19) per Client per month. Premium Tier Licenses are Twenty-Four Dollars ($24) per Client per month.

2. Staff Competency Tracking License Price. The Company offers services for the tracking of staff competencies, at a cost of Four and 50/100 Dollars ($4.50), per tracked staff member, per month.

3. Bulk Liscense Discount. The Company will offer the following discounts to Customer’s requiring 50 or more Client licenses: (a) 50 to 99 Client licenses will receive a ten percent (10% ) discount on all Client licenses; (b) a Customer requesting 100 to 499 Client licenses will receive a fifteen percent (15%) discount on all Client licenses; or (c) a Customer requesting 500 or more Client licenses will receive a twenty percent (20%) discount on all Client licenses.

4. Pre-payment Discount. All Subscription Fees are billed monthly, in advance, with payment due the first of the month for that billing cycle. However, if the Customer wishes to pre-pay the monthly Subscription fee for the quarter or the year, the Company will provide the following discount for any subscription Fees paid in advance for an entire quarter or year: (a) Subscription Fees paid upfront on a quarterly bases shall receive a five percent (5%) discount on the Subscription Fees due for the quarter; and (b) Subscription Fees paid upfront annually shall receive a ten percent (10%) discount on the subscription Fees due for the year.

5. Discounts are Cumulative. The above stated discounts offered by the Company based on the number of Client licenses and for quarterly or annual prepayment of Subscription Fees are cumulative and may be stacked or combined with each other. For example, a Customer with five hundred (500) Client Licenses under the Premium Tier Subscription, prepaying their subscription fees annually would receive a twenty percent (20%) discount per client license each month, and a ten percent (10%) discount on the Annual Subscription Fee.

6. Changes in Pricing. Unit prices are subject to change, upon written notice, but shall not occur more than once annually. Any Change in unit pricing so noticed shall not take effect until the start of the following billing cycle after such notice has been sent.

7. Taxes. In addition to the prices stated above, any federal, state or local taxes applicable to the Services will be stated on the invoice/billing and will be added to the total amount due for the applicable Subscription.

8. Payments. The Subscription Fee payment will first become due following the expiration of the Free Trial period, if applicable, or immediately upon the Customer entering into a service agreement with the Company, if no free trial was offered. All subsequent Subscription fees shall be due monthly, but may be paid in advance on an annual or quarterly basis as provided above, in accordance with the mutual agreement between the Parties. Any increase or decrease in the number of licenses or other changes to the Services provided affecting the price of the Subscription fee shall be due and invoiced immediately, with any increase in the Subscription fee being prorated based on the time remaining in the current billing cycle/Subscription period. Any resulting decreases in the Subscription fee shall not become effective until the start of the next billing cycle for the Subscription period. All payments due for Services provided shall be processed through, “Stripe.” Stripe is the Company’s third-party payment service provider.

1. Service Levels. The Company shall endeavor to minimize any disruptions to the Customer’s use and access of the Services through Our Application. However, Customer acknowledges and understands that system maintenance/repair may be required from time to time, and that Our Application will be down and that access to the Services will not be available for use during any system maintenances, in the event of a change in the Company’s stated maintenance scheduled, the Company shall provide the Customer with no less than forty-eight (48) hours’ notice of the change in scheduled maintenance, stating the date and times the Hi Rasmus platform will be unavailable for use. The Parties agree that the Company shall not be deemed to be in breach of this Section if Our Application is down and the Services are unavailable as a result of any of the following: (a) any scheduled or noticed system maintenance, (b) a force majeure event, (c) a cyberattack or other malicious attack on the Hi Rasmus platform, issues associated with User’s Devices, local area networks or internet service provider connections, or (d) the Company’s inability to deliver services because of the Customer’s intentional acts or omissions.

Confidentiality Agreement. The Parties acknowledge, understand, and agree, with regard to any Confidential Information, that the Party receiving Confidential Information (the “Receiving Party”) is obligated to undertake all reasonable efforts to preserve the confidential nature of the information. Furthermore, the Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Party disclosing Confidential Information (the “Disclosing Party”). The Receiving Party shall carefully restrict access to Confidential Information by employees, contractors, and third parties as is reasonably required and shall require those persons to sign a nondisclosure agreement with restrictions at least as protective as those contained herein. The Receiving Party shall not, without the prior written approval of Disclosing Party, use any Confidential Information provided to the Receiving Party for Receiving Party’s own benefit, nor shall the Receiving Party publish, copy, or otherwise disclose to unauthorized parties, or permit the use by any unauthorized parties for their benefit or to the detriment of Disclosing Party, any Confidential Information. Upon written request from Disclosing Party, the Receiving Party shall promptly return any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to any Confidential Information of the Disclosing Party. The Nondisclosure and confidentiality obligations set forth in this Agreement shall survive the termination of this Agreement, and Receiving Party’s duty to hold Confidential Information in strict confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

Intellectual Property Rights

1. Ownership of Intellectual Property. Customer understands and agrees that at all times during Customer’s use of the Services, the Company is the sole owner of the Services and software used on the Hi Rasmus platform, and that Company retains all interest in and to the Application, Services, and associated software including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property (“IP”) rights available under law in connection with the Service, including the Company’s name, logos, and trademarks that are reproduced through the Customer’s use of the Service.

2. Impermissible Use by Customer. By using the Services, the Customer understands and agrees that in its use of the Services, at no time and under no circumstances shall the Customer distribute, license, loan, or sell any of the Company’s software , or provide access to such software, or any of the content that is contained or displayed in it to third-parties; modify, alter, or create any derivative works of the software; reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the software; remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the software; or upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. In the event that Customer is found or believed to have acted in any manner prohibited above, the Company shall be entitled to seek injunctive relief or legal action against the Customer for the breach and may claim damages for any losses arising out of such breach, including loss of profit, loss of goodwill, and other consequential or indirect damages.

3. Customer Reference. The Customer agrees to allow the Company limited use of its name and logo on the Company website, blog, and other marketing materials. Any other use of Customer’s name, logo, or public referrals to its relationship with the Company may not be made without the Customer’s prior express written consent.

4. Intellectual Property Use Indemnification. In the event that a third-party brings a claim against the Customer, claiming that the Service infringes on the third-party’s Intellectual Property rights (“IP Infringement Claim”), the Company shall indemnify, defend, and hold the Customer harmless against all losses and expenses arising out of said IP Infringement Claim, provided that the Customer notifies the Company in writing within five (5) days of becoming aware of the IP Infringement Claim, and concurrently provides the Company with all legal pleadings and other documents reasonably necessary to indemnify or defend the Customer in those proceedings. The Customer understands and agrees that this indemnification provisions is its exclusive remedy with respect to a third-party IP Infringement Claim regarding the Services. Customer further understands and expressly agrees that the Customer’s failure to timely notify the Company as required above shall be deemed a waiver of the of Company’s indemnification obligation hereunder.

Marketing Communications. At all times while using the Services during Customer’s relevant Subscription period, the Company reserves the right to send communications to the Customer, either by telephone or e-mail, for the purpose of providing relevant information, including but not limited to product updates, business relationship management, marketing materials and research.

Default. In the event of a breach of any of the Terms contained herein, the non-breaching Party shall deliver to the breaching Party written notice of the breach, and a demand to cure within thirty (30) days of the notice so given. Notwithstanding anything to the contrary herein, the occurrence of either Parties failure to observe or perform any of the covenants or conditions required by these Terms, or cure the same, within thirty (30) days after the non-breaching Party delivers written notice thereof to the breaching Party, shall constitute a default (a “Default”) by that Party under these Terms; provided, however, that if the nature of the obligation and request to cure is such that more than thirty (30) days are reasonably required for its performance, then the breaching Party shall not be deemed to be in default if it commences performance within the thirty (30) day period and diligently prosecute the same to completion thereafter.

Termination. Either Party may terminate this Agreement for any reason upon thirty (30) days’ written notice from the terminating Party to the nonterminating Party, stating the reason for the termination and the effective date of the termination.

1. Termination During Free Trial Period. During the Free Trial period the Customer may terminate the Agreement and cancel its use of the Services for any reason by providing one (1) day’s written notice of the intent to terminate the use of the Services to the Company. After the Free Trial, if applicable, during any regular Subscription period the Customer may terminate the Agreement and cancel its use of the Services for any reason upon thirty (30) days written notice of its intent to terminate before the next Billing Cycle has commenced.

2. Termination for Material Breach. Upon the occurrence of a Default, as defined above, the Party not in Default may terminate this Agreement with immediate effect by delivering notice of the termination to the non-terminating Party.

3. Termination for Failure to Pay. In the event that the Customer fails to pay the Subscription Fee on time, three (3) times within any twelve (12) month period, Customer acknowledges and understands that Company may terminate this Agreement and Customer’s use and access to Services, with immediate effect, by delivering notice of the immediate termination to Customer, without the need to demand cure of the breach prior to the notice of termination, this provision being sufficient notice of the Customer’s obligation to pay on time.

4. Effect of Termination. Upon receipt of notice of the intent to terminate, for any reason, from the terminating Party by the Non-terminating Party, the Parties acknowledge, affirm, and agree that all amounts outstanding for the Services as of the termination effective date, and any amounts outstanding as a direct result of the termination, as provided for herein, shall be immediately due and payable to the Company, and the Customer shall pay all amounts due and payable as of the termination date to Company within fifteen (15) days of the stated termination date. Customer further acknowledges, understands, and agrees that its access to the Services shall cease on the termination date stated in the termination notice. Customer shall be able to use the Services until the effective date of the termination, at which point Customer will no longer be able to access any of the Services on the Hi Rasmus platform. However, for thirty (30) days after the stated termination date, the Customer will be able to access the Hi Rasmus platform to retrieve any Customer data and Customer Client data stored on the Hi Rasmus platform that the Customer wishes to keep.

Third Party Content. The Company is not responsible or liable in any way for any content that You or other third-parties upload onto the Application, including and not limited to pictures, videos and text.

1. Links to Other Websites. The Application used for the Service may contain links to third-party websites or services that are not owned or controlled by the Company. You acknowledge and understand that the Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You expressly understand and agree that YOUR USE OF THESE THIRD-PARTY WEBSITE LINKS IS AT YOUR OWN RISK and that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or alleged to be caused by or in connection with the use of or reliance on any such content or services available on or through any such third-party websites or services. Therefore, we strongly advise that You carefully read and understand the terms and conditions and privacy policies applicable to any third-party websites or services before You visit or use such services.

Limitation on Liability. In no event shall Company be liable for loss of use, revenue, or profit, or for any direct, indirect, incidental, special, punitive, or consequential loss or damage to Customer, its successors or assigns, or any third-party under these Terms whether arising out of breach of contract, tort (including negligence), errors or omissions of Company, or otherwise, regardless of whether such damages were foreseeable, due to the Customer’s misuse, negligence, intentional misconduct, or Customer’s failure to follow the instructions provided by Company. The Parties understand and agree that the Company’s maximum aggregate liability to the Customer arising out of or related to the Services, or any of the Terms contained herein whether under a theory of contract, tort (including negligence), or otherwise will be limited to the aggregate amount of Subscription Fees paid under this Agreement for the Services in the twelve (12) months immediately preceding such claim.

General Provisions

1. Assignment. Except as otherwise provided in this Section, neither Party may assign any of its rights or delegate any of its duties under these Terms without the express prior written consent of the other Party, which consent will not be unreasonably withheld; any unauthorized assignment or delegation will be deemed null and void, except in the event of a merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction the reorganizing Party may, without notice to or consent from the other Party, assign its obligations and rights in connection with these Terms or any Order Form, or agreement with the Company to the surviving entity, provided that the assignee confirms in writing that it has assumed all obligations of the assignor under this Agreement and/or the assigned Service Agreement. This Agreement will be binding upon and inure to the benefit of the Parties’ and their authorized successors and assigns.

2. Entire Agreement. These Terms along with any Company Policies incorporated by reference herein, and any other written agreement signed by the Parties identified herein represent the entire understanding between the Parties with respect to its subject matter and supersedes any previous communication or oral agreements made prior to the acceptance of these Terms.

3. Amendment. The Company may update and amend these Terms at any time, upon thirty (30) days written notice of the change and stating when the change shall go into effect, which shall not be less than thirty (30) days from the date of said notice. Any written agreement signed by the Parties affecting these Terms may only be amended by a writing signed by both Parties.

Notices. All notices, demands, requests, or other non-marketing communications required or permitted by these Terms shall be made in writing and shall be sent by email with read receipt requested, to the address identified in Section 23 below, or that each Party from time to time has designated to the other Party as the address for such notices to be given. Any notice so provided shall be deemed given upon receipt by an authorized representative of the intended recipient.

1. Severability. If any part of these Terms are found to be unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such holding and shall continue in full force and effect.

2. Waiver. Except as expressly provided otherwise herein, the failure or neglect by a Party to enforce any right or remedy provided for under these Terms will not be construed as a waiver of that Party’s exercise or enforcement of any right or remedy provided for hereunder.

3. Force Majeure. In the event that either Party is unable to perform or delayed in its performance of any of the obligations under these Terms or the Agreement between the Parties as the result of a Force Majure Event, the non-performing Party shall not be liable for any failure of or delay in the performance of its obligations under these Terms or the Agreement between the Parties, while the Force Majure Event is still in effect; provided that any delay in performance is minimized to the maximum extent possible and the non-performing Party makes all commercially reasonable efforts to faithfully perform its obligation hereunder. However, neither Party will be excused for its failure to perform or any delay in the performance of any obligation herein, resulting from general economic or market conditions/effects.

Hi Rasmus Contracting Entity. The name of the Hi Rasmus entity entering into this Agreement with the Customer under these Terms, the address to which Customer should direct notices to the Company, the applicable governing law, and jurisdictional venue for any dispute, controversy or claim arising out of or in connection with the Services or these Terms, are identified below and are determined based on where the Customer is domiciled.