PRODUCT SPECIFIC TERMS
HEADCHECK PRO TERMS
Last updated on October 27, 2022.
IMPORTANT—PLEASE READ CAREFULLY: These HEADCHECK Pro Terms are a binding legal contract and form part of the Agreement between you (the “Customer”) and us (“HEADCHECK”), currently available at https://www.headcheckhealth.com/product-terms/. These HEADCHECK Pro Terms govern your use of the Application known as “HEADCHECK Pro” and any associated Services that HEADCHECK provides to Customer. Please read them carefully, as they contain important information regarding your legal rights, remedies and obligations. Also, please note that, unless we define a term in these HEADCHECK Pro Terms, all capitalized words used in these HEADCHECK Pro Terms have the same meanings as in our Agreement.
BY INSTALLING THE APPLICATION OR OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE HEADCHECK PRO TERMS. IF CUSTOMER DOES NOT AGREE TO THESE HEADCHECK PRO TERMS, NEITHER CUSTOMER NOR ANY OF ITS USERS (AS DEFINED BELOW) MAY DOWNLOAD, INSTALL OR USE THE APPLICATION OR OTHERWISE USE THE SERVICES.
IF YOU, THE READER, ARE ENTERING INTO THESE HEADCHECK PRO TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION (E.G. YOUR EMPLOYER), YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY AND POWER TO BIND THE ORGANIZATION. THESE HEADCHECK PRO TERMS WILL BE BINDING ON THE ORGANIZATION AS THE CUSTOMER, AND WILL ALSO BE BINDING ON YOU IN YOUR PERSONAL CAPACITY AS IF YOU WERE CUSTOMER.
- APPLICATION AND SERVICES.
1.1. Provision of the Application. Subject to the terms and conditions of the Agreement, HEADCHECK will make the Application and Services available to Customer and its Users for use, in each case, during the Subscription Term. For purposes of these HEADCHECK Pro Terms, “User” means individuals who (a) are authorized by Customer to use the Application, (b) have registered to use the Application in relation to work with the Customer, and (c) have been approved by HEADCHECK.
1.2. Customer Responsibilities. Application or Services usage by any party other than Customer or a User would, in each case, require additional Fees and a separate agreement with HEADCHECK.
- FEES AND PAYMENT TERMS.
2.1. Fees. Customer will pay all Fees. Except as otherwise provided, all Fees are quoted and payable in US Dollars. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable, Fees paid are non-refundable, and the Fees may not be decreased during the relevant Subscription Term. As of the Start Date, Fees are charged on a per Athlete basis and for the amount quoted on the applicable Order Form. The Customer acknowledges that the Fees charged for additional Athletes not contemplated on the applicable Order Form may be higher than the Fees quoted on that Order Form and that all Fees are subject to change on sixty (60) days’ notice.
2.2. Invoices and Payment. Fees will be invoiced in accordance with the applicable Order Form. Fees for consulting and training Services will be invoiced as mutually agreed upon by the parties. Except as otherwise set forth in the applicable Order Form, Customer will pay all invoiced amounts within 30 calendar days of the invoice date. Any invoiced amounts remaining unpaid thereafter will accrue interest at the rate of the lower of 1.5% per month (18% per year) or the highest rate permitted by law. In addition, should any invoiced amounts remain unpaid for more than 5 calendar days from the due date specified on the invoice, Customer’s and its Users’ access to and use of the Application and Services may be temporarily suspended until Customer pays all such invoiced amounts in full to HEADCHECK. Customer will pay on demand all of HEADCHECK’s reasonable legal fees and other costs incurred by HEADCHECK to collect any Fees due HEADCHECK under this Agreement following a breach of this Section 2.2 (Invoices and Payment).
2.3. Taxes. Customer will be solely responsible for the payment of all Taxes arising from HEADCHECK’s provision of the Application and Services hereunder, except any Taxes assessed upon HEADCHECK’s net income. If HEADCHECK is required to directly pay Taxes for which Customer is responsible hereunder, Customer will promptly reimburse HEADCHECK for any amounts paid by HEADCHECK.
- 3. TERM AND TERMINATION
3.1. Subscription Term. Subscriptions to use the Application begin on the start date specified in the relevant Order Form and will expire one year thereafter (the “Initial Term”), unless either party terminates the subscription (or the Agreement or these HEADCHECK Pro Terms) earlier in the manner permitted under the Agreement. Upon expiration of the Initial Term, a subscription will be automatically renewed for further one year periods (each an “Additional Term”) unless either party, at least 30 days prior to the end of the Initial Term or any Additional Term, as the case may be, sends to the other party a written notice, in accordance with the Agreement, to terminate the subscription at the end of the Initial Term or Additional Term, as the case may be.
3.2. Termination for Cause. These HEADCHECK Pro Terms or any relevant Order Form may be terminated by either party for cause as follows: (i) upon 90 days written notice if the other party breaches or defaults under any material provision of the Agreement (other than failure to pay the amounts invoiced in accordance with the Agreement) and does not cure such breach before the end of such 90 day period, (ii) effective immediately and without prior notice if the other party fails to pay the amounts invoiced in accordance with the Agreement, ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. HEADCHECK may temporarily cease performance of its obligations during any cure period.
3.3. Other Terminations. These HEADCHECK Pro Terms or any relevant Order Form may also be terminated by HEADCHECK for any reason, upon written notice to Customer, provided that HEADCHECK provides a prorated refund of the Fees for the remainder of the applicable Subscription Term.
3.4. Effect of Termination. Except as otherwise set forth herein, expiration or termination of the Agreement, or these HEADCHECK Pro Terms or any relevant Order Form will have the following effects: (i) all subscriptions granted hereunder will terminate immediately, and (ii) upon request by Customer before the termination and upon payment of the applicable hosting fees, HEADCHECK will make available for download to Customer for a period of 90 days the applicable Customer Data in the current format in which it is stored in the Application, and following such period, HEADCHECK will retain Customer Data in accordance with the Agreement.
3.5. Survival. Except to the extent expressly provided to the contrary herein, Sections 2, 3.4 and 3.5 will survive the expiration or termination of these HEADCHECK Pro Terms.
HEADCHECK HUB TERMS
Last updated on October 27, 2022.
IMPORTANT—PLEASE READ CAREFULLY: These HEADCHECK Hub Terms are a binding legal contract and form part of the Agreement between you (the “Customer”) and us (“HEADCHECK”), currently available at https://www.headcheckhealth.com/product-terms/. These HEADCHECK Hub Terms govern your use of the Application known as “HEADCHECK Hub” and any associated Services that HEADCHECK provides to Customer. Please read them carefully, as they contain important information regarding your legal rights, remedies and obligations. Also, please note that, unless we define a term in these HEADCHECK Hub Terms, all capitalized words used in these HEADCHECK Hub Terms have the same meanings as in our Agreement.
BY INSTALLING THE APPLICATION OR OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE HEADCHECK HUB TERMS. IF CUSTOMER DOES NOT AGREE TO THESE HEADCHECK HUB TERMS, NEITHER CUSTOMER NOR ANY OF ITS USERS (AS DEFINED BELOW) MAY DOWNLOAD, INSTALL OR USE THE APPLICATION OR OTHERWISE USE THE SERVICES.
IF YOU, THE READER, ARE ENTERING INTO THESE HEADCHECK HUB TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION (E.G. YOUR EMPLOYER), YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY AND POWER TO BIND THE ORGANIZATION. THESE HEADCHECK HUB TERMS WILL BE BINDING ON THE ORGANIZATION AS THE CUSTOMER, AND WILL ALSO BE BINDING ON YOU IN YOUR PERSONAL CAPACITY AS IF YOU WERE CUSTOMER.
- APPLICATION AND SERVICES.
1.1. Provision of the Application. Subject to the terms and conditions of the Agreement, HEADCHECK will make the Application and Services available to Customer and its Users for use, in each case, at the Customer Location (as set forth in the applicable Order Form) pursuant to the Agreement during a Subscription Term. For purposes of these HEADCHECK Hub Terms, “User” means individuals who (a) are authorized by Customer to use the Application at the Customer Location, (b) have registered to use the Application in relation to work at the Customer Location, and (c) have been approved by HEADCHECK.
1.2. Customer Responsibilities. Customer will use the Application and Services solely for Customer’s internal activities as contemplated in the applicable Order Form, at the Customer Location. Application or Services usage other than as expressly set forth above, including without limitation (a) Customer at any location other than the Customer Location, including in a circumstance where a Customer Location moves physical locations, or (b) Users in any setting other than the Customer Location, would, in each case require additional Fees and a separate agreement with HEADCHECK.
- FEES AND PAYMENT TERMS.
2.1. Fees. Customer will pay all Fees. Except as otherwise provided, all Fees are quoted and payable in US Dollars. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable, Fees paid are non-refundable, and the Fees may not be decreased during the relevant Subscription Term. Customer acknowledges that as of the Start Date, the Fees are charged on a monthly or annual subscription basis as specified in an Order Form.
2.2. Invoicing and Payment. Customer will provide HEADCHECK with valid credit card information, and will update such information as necessary from time to time. If Customer provides credit card information to HEADCHECK, Customer authorizes HEADCHECK to charge such credit card for the Application and Services as specified on the Order Form or otherwise purchased by Customer. Standard subscriptions are charged in advance. Additional User subscriptions will be charged at the end of each month of the applicable Subscription Term in arrears. If Customer adds Users, subscriptions Fees will be prorated over the remaining period of the Subscription Term and charged at the time Customer add the subscription. Customer acknowledges that as of the Start Date, the User Fees are charged on a per-User basis as quoted and specified from time to time on the HEADCHECK Health website. For purposes of these HEADCHECK Hub Terms, “Patient” means any individual under Customer’s or a User’s medical or clinical care. Additional Patient profile packages will be charged at the end of each month of the applicable Subscription Term in arrears. Customer acknowledges that as of the Start Date, the Patient Fees are charged on a package basis as quoted and specified from time to time on the HEADCHECK Health website. If Customer has pre-paid in advance, Fees will be subtracted from the pre-paid balance first, and any remaining amounts will be charged to Customer’s credit card or will be invoiced. Customer is responsible for providing complete and accurate billing and contact information to HEADCHECK and notifying HEADCHECK of any changes to such information.
2.3. Taxes. Customer will be solely responsible for the payment of all Taxes arising from HEADCHECK’s provision of the Application and Services hereunder, except any Taxes assessed upon HEADCHECK’s net income. If HEADCHECK is required to directly pay Taxes for which Customer is responsible hereunder, Customer will promptly reimburse HEADCHECK for any amounts paid by HEADCHECK.
- TERM AND TERMINATION
3.1. Subscription Term. Subscriptions to use the Application begin on the start date specified in the relevant Order Form and will expire one year thereafter (the “Initial Term”), unless either party terminates the subscription (or the Agreement or these HEADCHECK Hub Terms) earlier in the manner permitted under the Agreement. Upon expiration of the Initial Term, a subscription will be automatically renewed for further one year periods (each an “Additional Term”) unless either party, at least 30 days prior to the end of the Initial Term or any Additional Term, as the case may be, sends to the other party a written notice, in accordance with the Agreement, to terminate the subscription at the end of the Initial Term or Additional Term, as the case may be.
3.2. Termination for Cause. These HEADCHECK Hub Terms or any relevant Order Form may be terminated by either party for cause as follows: (i) upon 90 days written notice if the other party breaches or defaults under any material provision of the Agreement (other than failure to pay the amounts invoiced in accordance with the Agreement) and does not cure such breach before the end of such 90 day period, (ii) effective immediately and without prior notice if the other party fails to pay the amounts invoiced in accordance with the Agreement, ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. HEADCHECK may temporarily cease performance of its obligations during any cure period.
3.3. Other Terminations. These HEADCHECK Hub Terms or any relevant Order Form may also be terminated as follows: (i) by HEADCHECK for any reason upon written notice to Customer, provided that if HEADCHECK terminates an Order Form within three (3) years of the applicable Start Date, HEADCHECK provides a prorated refund of the Fees based on the date of termination in relation to such three (3) year period, and (ii) by Customer, upon written notice to HEADCHECK within thirty (30) days of receiving notice of a change to the Fees hereunder.
3.4. Effect of Termination. Except as otherwise set forth herein, expiration or termination of the Agreement, or these HEADCHECK Hub Terms or any relevant Order Form will have the following effects: (i) all subscriptions granted hereunder will terminate immediately, and (ii) upon request by Customer before the termination and upon payment of the applicable hosting fees, HEADCHECK will make available for download to Customer for a period of 90 days the applicable Customer Data in the current format in which it is stored in the Application, and following such period, HEADCHECK will retain Customer Data in accordance with the Agreement.
3.5. Survival. Except to the extent expressly provided to the contrary herein, Sections 2, 3.4 and 3.5 will survive the expiration or termination of these HEADCHECK Hub Terms.
HEADCHECK MANAGER TERMS
Last updated on October 27, 2022.
IMPORTANT—PLEASE READ CAREFULLY: These HEADCHECK Manager Terms are a binding legal contract and form part of the Agreement between you (the “Customer”) and us (“HEADCHECK”), currently available at https://www.headcheckhealth.com/product-terms/. These HEADCHECK Manager Terms govern your use of the Application known as “HEADCHECK Manager” and any associated Services that HEADCHECK provides to Customer. Please read them carefully, as they contain important information regarding your legal rights, remedies and obligations. Also, please note that, unless we define a term in these HEADCHECK Manager Terms, all capitalized words used in these HEADCHECK Manager Terms have the same meanings as in our Agreement.
BY INSTALLING THE APPLICATION OR OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE HEADCHECK MANAGER TERMS. IF CUSTOMER DOES NOT AGREE TO THESE HEADCHECK MANAGER TERMS, NEITHER CUSTOMER NOR ANY OF ITS USERS (AS DEFINED BELOW) MAY DOWNLOAD, INSTALL OR USE THE APPLICATION OR OTHERWISE USE THE SERVICES.
IF YOU, THE READER, ARE ENTERING INTO THESE HEADCHECK MANAGER TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION (E.G. YOUR EMPLOYER), YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY AND POWER TO BIND THE ORGANIZATION. THESE HEADCHECK MANAGER TERMS WILL BE BINDING ON THE ORGANIZATION AS THE CUSTOMER, AND WILL ALSO BE BINDING ON YOU IN YOUR PERSONAL CAPACITY AS IF YOU WERE CUSTOMER.
- APPLICATION AND SERVICES.
1.1. Provision of the Application. Subject to the terms and conditions of the Agreement, HEADCHECK will make the Application and Services available to Customer and its Users for use, in each case, during the Subscription Term. For purposes of these HEADCHECK Manager Terms, “User” means individuals who (a) are authorized by Customer to use the Application, (b) have registered to use the Application in relation to work with the Customer, and (c) have been approved by HEADCHECK.
1.2. Customer Responsibilities. Application or Services usage by any party other than Customer or a User would, in each case, require additional Fees and a separate agreement with HEADCHECK.
- FEES AND PAYMENT TERMS.
2.1. Fees. Customer will pay all Fees. Except as otherwise provided, all Fees are quoted and payable in US Dollars. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable, Fees paid are non-refundable, and the Fees may not be decreased during the relevant Subscription Term. As of the Start Date, Fees are charged on a per Athlete basis and for the amount quoted on the applicable Order Form. The Customer acknowledges that the Fees charged for additional Athletes not contemplated on the applicable Order Form may be higher than the Fees quoted on that Order Form and that all Fees are subject to change on sixty (60) days’ notice.
2.2. Invoices and Payment. Fees will be invoiced in accordance with the applicable Order Form. Fees for consulting and training Services will be invoiced as mutually agreed upon by the parties. Except as otherwise set forth in the applicable Order Form, Customer will pay all invoiced amounts within 30 calendar days of the invoice date. Any invoiced amounts remaining unpaid thereafter will accrue interest at the rate of the lower of 1.5% per month (18% per year) or the highest rate permitted by law. In addition, should any invoiced amounts remain unpaid for more than 5 calendar days from the due date specified on the invoice, Customer’s and its Users’ access to and use of the Application and Services may be temporarily suspended until Customer pays all such invoiced amounts in full to HEADCHECK. Customer will pay on demand all of HEADCHECK’s reasonable legal fees and other costs incurred by HEADCHECK to collect any Fees due HEADCHECK under this Agreement following a breach of this Section 2.2 (Invoices and Payment).
2.3. Taxes. Customer will be solely responsible for the payment of all Taxes arising from HEADCHECK’s provision of the Application and Services hereunder, except any Taxes assessed upon HEADCHECK’s net income. If HEADCHECK is required to directly pay Taxes for which Customer is responsible hereunder, Customer will promptly reimburse HEADCHECK for any amounts paid by HEADCHECK.
- 3. TERM AND TERMINATION
3.1. Subscription Term. Subscriptions to use the Application begin on the start date specified in the relevant Order Form and will expire one year thereafter (the “Initial Term”), unless either party terminates the subscription (or the Agreement or these HEADCHECK Manager Terms) earlier in the manner permitted under the Agreement. Upon expiration of the Initial Term, a subscription will be automatically renewed for further one year periods (each an “Additional Term”) unless either party, at least 30 days prior to the end of the Initial Term or any Additional Term, as the case may be, sends to the other party a written notice, in accordance with the Agreement, to terminate the subscription at the end of the Initial Term or Additional Term, as the case may be.
3.2. Termination for Cause. These HEADCHECK Manager Terms or any relevant Order Form may be terminated by either party for cause as follows: (i) upon 90 days written notice if the other party breaches or defaults under any material provision of the Agreement (other than failure to pay the amounts invoiced in accordance with the Agreement) and does not cure such breach before the end of such 90 day period, (ii) effective immediately and without prior notice if the other party fails to pay the amounts invoiced in accordance with the Agreement, ceases to do business, or otherwise terminates its business operations, except as a result of an assignment permitted hereunder. HEADCHECK may temporarily cease performance of its obligations during any cure period.
3.3. Other Terminations. These HEADCHECK Manager Terms or any relevant Order Form may also be terminated by HEADCHECK for any reason, upon written notice to Customer, provided that HEADCHECK provides a prorated refund of the Fees for the remainder of the applicable Subscription Term.
3.4. Effect of Termination. Except as otherwise set forth herein, expiration or termination of the Agreement, or these HEADCHECK Manager Terms or any relevant Order Form will have the following effects: (i) all subscriptions granted hereunder will terminate immediately, and (ii) upon request by Customer before the termination and upon payment of the applicable hosting fees, HEADCHECK will make available for download to Customer for a period of 90 days the applicable Customer Data in the current format in which it is stored in the Application, and following such period, HEADCHECK will retain Customer Data in accordance with the Agreement.
3.5. Survival. Except to the extent expressly provided to the contrary herein, Sections 2, 3.4 and 3.5 will survive the expiration or termination of these HEADCHECK Manager Terms.