Effective Date: 11/2/2016
The Software is focused on medical practice management, as described at www.heno.io (the “Website” or the “Site”). The Software allows medical professionals to securely and seamlessly manage electronic medical records, appointments, sales and inventory, billing, and more all in one cloud-based system.
The parties to this Agreement are you and the owner of the Software, HENO. All references to “we,” “us,” “our,” “Website,” “Site,” or “App” will be construed to mean the Software and the Company. Your access and use of the Software constitutes your agreement to be legally bound by this Agreement and establishes a contractual relationship between you and the Company.
Accessing the Software, Security, and Privacy
We will continue to work hard on improving the Software and, although it is the Company’s intention for the services provided by the Software (“Services”) to be available as much as possible, there will be occasions when the Services may be interrupted, including, but not limited to, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. The Company will not be liable to you for any modification, suspension, or discontinuation of the Services. In addition, the Company assumes no liability for or relating to the delay, failure, interruption, or corruption or loss of any data or other information transmitted in connection with the Software.
It is a condition of your use of the Software that all the information you provide is correct and current. In the future, you may be asked to provide certain registration details or other information. As is customary for Software, we reserve the right to disable any user account, at any time, at our sole discretion, for any reason including, but not limited to, if in our opinion, you have failed to comply with any provision of this Agreement.
Ownership of Intellectual Property
The Software and its original content, features, and functionality, are owned by the Company and protected by law including, but not limited to, United States and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws and treaties. The Company is the exclusive owner of or is the licensed user of all designs, text, graphics, images, video, information, logos, button icons, source and binary computer code, audio files, and other content in the Software. The Company also owns or is licensed to use the computer code, scripts, design elements, graphics, interactive features, artwork, text communications, and any other content that may be found in the Software. This intellectual property of the Company and/or third-party licensors is protected by copyright, trademark, and/or patent laws. All rights not expressly granted in this Agreement are reserved by the Company.
You shall not copy or adapt any computer code that Company creates for the generation or display of the Software; this code is protected under copyright law.
You shall not reproduce, display, publicly perform, distribute or other use the Content for any public or commercial purpose in any manner likely to cause confusion among consumers as to its source, that dilutes the strength of the Company’s property, or that otherwise infringes the Company’s intellectual property rights. You shall not sell or modify the Content or use the Content in any other application, web site, or in a networked computer environment for any purpose.
For purposes of this Agreement, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Software. For the purposes of this Agreement, “Content” also includes User Content as defined below.
All Content added, created, uploaded, submitted, distributed, or posted to the Software by users (“User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations. We claim no intellectual property rights in content uploaded or posted by you. YOU ACKNOWLEDGE THAT ALL CONTENT, INCLUDING USER CONTENT, ACCESSED BY YOU USING THE SOFTWARE IS AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ALL DAMAGE OR LOSS TO YOU OR ANY OTHER PARTY RESULTING THEREFROM. WE DO NOT GUARANTEE THAT ANY CONTENT YOU ACCESS ON OR THROUGH THE SOFTWARE IS OR WILL CONTINUE TO BE ACCURATE.
You are permitted to use the Software for your personal, non-commercial use, or legitimate business purposes, provided your activities are lawful and in accordance with this Agreement. No right, title, or interest in or to the Software or any content on the Software is transferred to you, and all rights not expressly granted are reserved. Any use of the Software not expressly permitted by this Agreement is a breach of this Agreement and can lead to termination.
You are also expressly prohibited from the following behaviors:
- Taking any action that will cause an unreasonable burden on the Company’s infrastructure;
- Attempting to access or navigate the content through any manner other than the Website or the App;
- Reverse engineering, disassembling, modifying, adapting, or otherwise tampering with the Software;
- Mining the content or performing any other data gathering, extraction, or competitive analysis;
- Attempting to exploit any possible vulnerability in the Software or overloading, “flooding,” “spamming,” “crashing,” or otherwise attempting to interfere with the Company’s service to others; or
- Attempting to inject a virus, worm, or other malware into the Software.
This list of prohibitions is not exhaustive. At any time, with or without notice and with or without cause, for any reason or no reason, if the Company determines, in its sole discretion, that any of your actions are inappropriate or disruptive, the Company reserves the right to terminate access to your account, to terminate your ability to post to the Software, and to refuse, delete, or remove any of your content.
The Company will investigate actions that may involve violations of system or network security and may involve and cooperate with law enforcement agencies in the prosecution of users who are involved in such violations. These violations may result in civil and/or criminal liability.
User Suggestions to Company
We encourage your feedback, in the form of reviews, comments, and suggestions or recommendations for modifications, improvements or changes to the Services or to the Software that you may choose, in your sole discretion, to provide us from time to time (“Feedback”). You acknowledge and agree that if you submit this Feedback, the Feedback will automatically become the property of the Company. None of the Feedback will be subject to any obligation of confidentiality and we shall not be liable for its disclosure or use. The Company will have exclusive ownership of all now known or later discovered rights to the Feedback and will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you.
Law and Copyright Infringement
We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose user identities when required to do so by law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless the Company from any claims resulting from any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
The Company respects the intellectual property rights of others and expects you to do the same. The Company will remove all infringing content if properly notified that it infringes third-party copyrights, and may do so, at its sole discretion, without prior notice at any time. Under the United States Digital Millennium Copyright Act of 1998 (the “DMCA”), it is the Company’s policy to respond expeditiously to copyright owners who believe content infringes their rights. The Company reserves the right to remove any content without prior notice to you, and other users, or any third party. If you believe that content made available through the Software infringes your copyright, you may send us a notice requesting that it be removed or that we block access to it. If you believe that such a notice has been filed wrongfully against you, the DMCA lets you send us a counter notice. Notices and counter notices must meet DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter notice. Be aware that there can be substantial penalties for false claims. Notices and counter notices may be sent to our copyright agent at firstname.lastname@example.org. It is our policy, in appropriate circumstances, to terminate the account of any user who has committed multiple infringements.
YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER THE SOFTWARE MEETS YOUR NEEDS AND EXPECTATIONS. BY USING THE SOFTWARE, YOU UNDERSTAND AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND YOU ASSUME ALL RISK. THE COMPANY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT: (1) THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (2) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (3) THE SOFTWARE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (4) THERE WILL BE NO UNAUTHORIZED ACCESS TO OR USE OF OUR SOFTWARE, AND (5) THERE WILL BE NO UNAUTHORIZED ACCESS OF ANY PERSONAL INFORMATION STORED BY THE COMPANY. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY INFORMATION OR ADVICE PROVIDED TO YOU BY ANY USER USING OUR SOFTWARE.
THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THIS SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY IS NOT LIABLE FOR ANY ACTION OR INACTION OF ANY THIRD PARTIES, INCLUDING THE ORGANIZATIONS, AND THE RISK OF INJURY OR DEATH FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, THE SERVICES, OR OTHER FUNCTIONALITY OF THE SOFTWARE; AND YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SOFTWARE AND YOUR RELIANCE ON ADVICE OR INFORMATION PROVIDED TO YOU BY ANY USER USING THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK.
Limitation of Liability
YOU UNDERSTAND AND AGREE THAT THE COMPANY HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER. YOU UNDERSTAND AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. AS SUCH, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, AND/OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE SOFTWARE.
THE COMPANY WILL NOT BE INVOLVED IN ANY DISPUTES BETWEEN YOU AND ANY USER. THE COMPANY IS NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSSES, INJURIES, OR DAMAGES OF ANY KIND THAT MIGHT ARISE DURING AND AFTER USE OF THE SOFTWARE.
YOU AND THE COMPANY AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND THE COMPANY AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE FAIR AND REASONABLE.
IF YOU ARE DISSATISFIED WITH THE SOFTWARE OR DO NOT AGREE WITH ANY PROVISIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE EXCEPT AS MAY BE PROVIDED FOR IN THIS SECTION.
You agree to defend, indemnify, and hold the Company harmless from all claims or cause of actions, liabilities, damages, costs, fines, penalties, and expenses (including attorneys’ fees) occurring from or related to your: (a) use or misuse of the Software; (b) acts and omissions on or off the Software; (c) violation of this Agreement; (d) violations of any rights of a third party; (e) disputes with or between you and any User; or (f) violation of any law or regulation. This indemnification extends to all of Company’s agents, employees, contractors, directors, and officers, as well as anyone involved in creating or providing services to the Company. The Company may assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In this case, you shall cooperate in asserting any available defenses.
Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof will be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There will be one arbitrator, and such arbitrator will be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration will take place in Orlando, Florida, USA, and may be conducted by telephone or online. The arbitrator will apply the laws of the State of Florida, USA, to all issues in dispute. The controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator will be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment will be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs up to $1000.00. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Designed for Use Only Within Legal Jurisdictions
Access to this Software from locations where its use or contents are illegal is not authorized. You acknowledge and agree that you access and use the Software at your own volition and you are responsible for compliance with local law.
Jurisdiction and Venue
The courts of Orange County in the State of Florida, USA, and the nearest U.S. District Court in the State of Florida will be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.
This Agreement will be construed under the laws of the State of Florida, USA, excluding rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
The Software may contain third-party software that requires notices and/or additional terms and conditions. Such required third-party notices and/or additional terms and conditions may be requested from the Company and are made a part of and incorporated by reference into this Agreement. By using this Software, you are also accepting the additional terms and conditions, if any, required by these third-party software notices and terms and conditions.
Links to Third-Party Websites
If any provision of these terms is declared invalid or unenforceable, such provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision will not affect any other provision of these terms, and these terms will continue in full force and effect, and be construed and enforced, as if such provisions had not been included, or had been modified as above provided, as the case may be.
We shall not be liable for damages arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
If it becomes necessary for you to contact the Company for any reason, you may do so by using the following information:
101 S Gardland Ave #108
Orlando, FL 32801