1. Acknowledgement. These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service. Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service. By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service. You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service. Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company viewable on this link: https://hirasmus.com/privacy-policy/. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service. These Terms and Conditions may be changed by Us at any time without notice, and the updated Terms and Conditions will be available to view on this link: https://hirasmus.com/terms/.
  2. Definitions. For the purposes of these Terms and Conditions:
    1. Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
    2. Company (referred to as either “Company”, “We”, “Us” or “Our” in this Agreement) refers to the company described in Hi Rasmus Contracting Entity section below.

    3. Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

    4. Service means the Hi Rasmus application.

    5. Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

    6. Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

    7. Website means the Hi Rasmus corporate website, accessible from www.hirasmus.com

    8. You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

    9. Customer means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

    10. Party/Parties means either Company or/and Customer

    11. User means a person assigned by Customer, or the Customer herself/himself, who is using the Service.

    12. Subscription means Customer’s registration to utilize the Service as per these Terms and Conditions, including regular payment of License fees if applicable.

    13. Client means Customer’s clients, such as an individual person that Customer has registered as their client on the Hi Rasmus platform for who Customer can use the Hi Rasmus platform for tasks such as data collection and data analysis. An example of Customer’s clients are individuals receiving therapy services from Customer.

    14. License refers to the legal permission to register and collect data for an individual Client on the Hi Rasmus platform.

  3. Free Trial The following provisions are in effect if a Free Trial period is included in the agreement between the Company and the Customer.

    1. Only one free trial period may be engaged per Customer, unless specifically agreed in writing between both Parties.

    2. Company has the right to deny free trial for Customer.

    3. Customer will not be required to pay the monthly subscription fee during this free trial period.

    4. Customer and Company may terminate this agreement for any reason within 1 day’s notice during this trial period.

    5. The free trial will automatically convert into a paid Subscription after the end of the free trial. By default all Clients created in the free trial period will be converted to Standard license when the paid Subscription begins.

  4. Client Licenses

    1. The Customer will subscribe to a number of Licenses.

    2. The Customer can up- and downgrade the number of Licenses at any time (see Payment of Subscription).

    3. The Customer must assign licenses to their Clients as needed.

    4. Licenses can be transferred between the Customer’s clients.

    5. Data Collection, supervision and graphing is only available for Clients with an assigned license.

    6. The Customer is responsible for subscribing to the correct number of Licenses, including increasing and decreasing the number of licenses as needed.

    7. The Customer accepts that any User that is invited as Supervisor or Manager can increase or decrease the number of Licenses and assign Licenses to Clients.

  5. Payment of Subscription

    1. All payments will be charged via Customer’s valid Credit Card, which Customer will register on the Hi Rasmus platform.
    2. Pricing is as per written on the website accessible on this link: https://hirasmus.com/pricing/. Pricing is subject to change.
    3. Any applicable VAT or State tax will be added according to local regulations.
    4. Payment will be charged monthly up-front, quarterly up-front or yearly up-front depending on the Customers preference.
    5. Payments will be processed through Company’s Payment service provider, Stripe.
    6. The Subscription will be charged first time at the end of the free trial period if free trial was initiated as per Section 3, or immediately if no free trial was initiated. Consecutively on the same date the following months/years.
    7. Upgrades are invoiced immediately on a prorated basis for the remaining part of the current billing period.
    8. Downgrades will be effective from the next billing cycle.
  6. Support Services
    1. Company will provide telephone or electronic support during Company’s normal business hours in order to help Customer correct problems with the Software ongoing as long as Customer is using the Hi Rasmus platform and adhering to the terms and conditions mentioned in this contract.
  7. Service Levels
    1. Applicable Levels. Company shall provide the Service to Customer with a System Availability of at least 99% during each calendar month post trial period.
    2. System Maintenance. Company may
      1. take the Service offline for scheduled maintenances, and
      2. change its schedule of maintenance on 48 hour written notice to Customer.
    3. System Availability Definition
      1. Percentage of Minutes per Month. “System Availability” means the percentage of minutes in a month that the key components of the Service are operational.
        1. Not Included in “System Availability. “System Availability” will not include any minutes of downtime resulting from
          1. scheduled maintenance,
          2. events of force majeure,
          3. malicious attacks on the system,
          4. issues associated with Customer’s computing devices, local area networks or internet service provider connections, or
          5. Company’s inability to deliver services because of Customer’s acts or omissions.
  8. Data Protection. Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.
  9. Data Privacy. Company may collect, use and process Customer’s data only in accordance with Company’s online privacy policy. It is Customer’s sole responsibility to provide any required documentation of consent or approval from Customers’ clients, patients, care-givers, staff and any other 3rd party whom Customer may engage with, including consent to use their data in the Company’s system.
  10. Local legislation. The Customer is obligated to ensure that local legislation when using Company’s services is followed. The Company will sign a Business Associate Agreement and/or Data Processing Agreement directly with the Customer upon activation of the subscription. The Customer is required to countersign these if required by local legislation.
  11. Confidentiality Obligations. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).
    1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include
      1. all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged.
      2. all information about the Company and the Customer that is not publicly available
      3. all patient data stored in the system
    2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
    3. Obligations of  Receiving Party. Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
    4. Time Periods. The non disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in 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.
  12. Customer Restrictions. Customer will not:
    1. distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
    2. modify, alter, or create any derivative works of the Software;
    3. reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
    4. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
    5. 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.
  13. Export Compliance. Customer shall be solely responsible for obtaining all licenses, Permits or authorizations as required from time to time by their country of residence and any other government for any export or other of their business activity.
  14. Ownership of Intellectual Property. Company will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the Service, including Company’s name, logos. and trademarks reproduced through the Service.
  15. Customer Reference. Customer agrees to allow Company use of its name and logo on the Company website, blog, and marketing materials. Any other use of Customer’s trademarks, trade name, logos, or public referrals to its relationship with Company may not be made without Customer’s prior written consent.
  16. Communication. Company reserves the right to communicate regularly with 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.
  17. Termination
    1. Termination on Notice. Customer may terminate this agreement for any reason on 30 days’ notice before the next Billing Cycle to Company. Customer may terminate this agreement for any reason within 1 day’s notice during the initial free trial period if applicable.
    2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
      1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
      2. the failure, inaccuracy, or breach continues for a period of 30 days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
    3. Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the Subscription Fee on time 3 times over any 12 month period.
  18. Effect of Termination
    1. Pay Outstanding Amounts. Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
    2. Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
    3. Recovery of Data. Customer will have 30 days from the date of termination to retrieve any data that Customer wishes to keep.
  19. Assignment. Except as otherwise provided in this Section, neither Party may assign any of its rights or delegate any of its duties under this Agreement or any Order Form without the prior written consent of the other Party, which consent will not be unreasonably withheld; any unauthorized assignment or delegation will be null and void. A Party may, without notice to or consent from the other Party, assign this Agreement or any Order Form in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction, provided that the assignee confirms in writing that it has assumed all obligations of the assignor under this Agreement and/or the assigned Order Form. This Agreement will be binding upon and inure to the benefit of the Parties’ permitted successors and assigns.
  20. Indemnification
    1. Indemnification by Company.
      1. Indemnification for Infringement Claims. Company shall indemnify Customer against all losses and expenses arising out of any proceeding
        1. brought by a third party, and
        2. arising out of a claim that the Service infringe the third party’s Intellectual Property rights.
      2. Notice and Failure to Notify
        1. Notice Requirement. Before bringing a claim for indemnification, Customer shall notify Company of the indemnifiable proceeding, and deliver to Company all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
        2. Failure to Notify. If the Customer fails to notify Company of the indemnifiable proceeding, Company will be relieved of its indemnification obligations.
      3. Exclusive Remedy. Customers’ right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
  21. Limitation on Liability
    1. In no event will either party be liable for any special, incidental, exemplary, punitive, indirect or consequential damages (including without limitation any lost revenue or lost profits), even if such party is advised of the possibility of such damages  or such damages are foreseeable. Each party’s maximum aggregate liability related to or in the connection with this agreement whether under any theory of contract, tort (including negligence), strict liability or otherwise will be limited to the aggregate amount of fees payable under the agreement in the twelve (12) months preceding such claim.
  22. General Provisions
    1. Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
    2. Amendment. This agreement can be amended only by a writing signed by both parties.
      1. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.

      2. Notices

        1. Method of Notice. The parties will give all notices and communications between the parties in writing by e-mail.

        2. Receipt of Notice. A notice given under this agreement will be effective on the other party’s receipt of it

      3. Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of the State of Denmark, without regard to its conflict of laws rules.

      4. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

      5. Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party’s rights.

      6. Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is

        1. beyond the reasonable control of a party,

        2. materially affects the performance of any of its obligations under this agreement, and

        3. could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

  23. Hi Rasmus Contracting Entity. The Hi Rasmus entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled.
If Customer is domiciled in: The Hi Rasmus entity entering into this agreement is: Notices should be addressed to: Governing law is:
The United States of America, Canada or Puerto Rico Hi Rasmus, Inc., Delaware Corporation No. 4729094 Hi Rasmus Inc., c/o Martensen & Wright PC, One Capitol Mall, suite 670, Sacramento, CA 95814, USA Delaware and controlling United States federal law
Rest of the World Hi Rasmus ApS, Company registration DK-40730796 Hi Rasmus ApS, Hauser Plads 20, 1st floor, 1127 Copenhagen, Denmark Laws of the State of Denmark, without regard to its conflict of laws rules.

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