HIRevPro Subscription Agreement
By accessing, using, or allowing any Authorized User to access or use any version of the HIRevPro Services provided to you by HIRevPro, LLC (“HIREVPRO”), you acknowledge that you have read and fully understand this HIRevPro Subscription Agreement (“Agreement”) and that you agree to follow and be bound by all its terms. This Subscription Agreement is between you (“Subscriber”) and HIREVPRO and no other party. If you do not agree with or acknowledge these statements, you agree that you do not have a Subscription or any other right to use, and will not use, any of the HIRevPro Services.
A. HIRevPro Services
In exchange for timely and strict performance of Subscriber’s obligations under the terms of this Subscription Agreement, which the parties agree constitutes a condition precedent to any obligation or agreement by HIREVPRO, HIREVPRO hereby grants Subscriber a subscription (“Subscription”) to allow Subscriber’s Authorized Users to access and use HIREVPRO’S proprietary software services branded as HIRevProTM, (the “HIRevPro ServicesTM”).
B. HIRevPro User Agreement
Subscriber agrees to be bound by the terms of the HIRevPro User Agreement (“User Agreement”). The User Agreement is incorporated herein by reference for all purposes, and any reference to “User” shall also mean and include “Subscriber” for purposes of the User Agreement.
C. HIRevPro Services Format and Documentation
HIREVPRO may, in its sole discretion, furnish Subscriber an electronic copy of any User’s Manual and other technical manuals or materials normally included with the HIRevPro Services (“Documentation”). Subscriber may make a reasonable number of physical copies of the Documentation to support permitted access and use of the HIRevPro Services by Subscriber’s Authorized Users. In no event shall Subscriber furnish its Authorized Users with electronic copies of the Documentation.
This section survives termination of this Subscription Agreement.
D. Authorized Users
The HIRevPro Services may be accessed and used only by Subscriber’s employees or independent contractors who Subscriber has invited to access or use the HIRevPro Services and whose access has not been terminated by Subscriber. No other party may access or use the HIRevPro Services. Each user (1) must follow the registration process as HIREVPRO or Hosting Provider may require; (2) must apply for and receive a set of unique login credentials (“Login Credentials”) that will allow the Authorized User to access and use the HIRevPro Services in accordance with the User Agreement; and (3) must agree to the terms of the User Agreement prior to accessing or using the HIRevPro Services. “Authorized User” shall mean a person who fully complies with each and every requirement in this paragraph.
Subscriber agrees to prevent and protect the Login Credentials and the HIRevPro Services from unauthorized disclosure or use by anyone other than an Authorized User. Subscriber agrees to notify HIREVPRO immediately of any unauthorized use of any Login Credentials or any other known or suspected breach of security and agrees not to provide false identity information to access or use the HIRevPro Services. Subscriber agrees to pay HIREVPRO for any such unauthorized use based on the then-current rate of such use. By inviting an Authorized User to access the HIRevPro Services, Subscriber agrees to ensure that the Authorized User fully complies with the terms of the User Agreement and expressly assumes joint and several liability for any harm or damage to HIREVPRO that may result in any way from any breach of the User Agreement by such Authorized User.
Subscriber acknowledges that its Subscription Fee will be based on the number of its Authorized Users, including Subscriber, who have access to the HIRevPro Services, regardless of whether its Authorized Users actually use the HIRevPro Services. Subscriber’s Initial Fee will be based on the number of anticipated Authorized Users identified by Subscriber at the time Subscriber provides Subscriber’s Payment Method to HIREVPRO pursuant to Section F. Subscriber may increase the number of Authorized Users at any time subject to Subscriber’s obligation to pay the Adjusted Fee. Subscriber may decrease the number of Authorized Users at any time by following the procedures set forth in Section G.
This section survives termination of this Subscription Agreement.
E. Subscription Fee
As a condition for accessing and using the HIRevPro Services, Subscriber authorizes HIREVPRO to charge Subscriber, based on the payment method selected by Subscriber (“Subscriber’s Payment Method”), a monthly Subscription Fee at the then-current rate to be calculated as stated below. Subscriber acknowledges that the Subscription Fee may change, from time to time, which may be due to promotional offers or discount codes or due to Subscriber’s change in use of the HIRevPro Services, whether permitted or unpermitted, and authorizes HIREVPRO to charge Subscriber’s Payment Method the varying fee.
The initial monthly Subscription Fee (the “Initial Fee”) will be selected by Subscriber based on the number of anticipated Authorized Users at the time Subscriber provides Subscriber’s Payment Method to HIREVPRO and will allow Subscriber’s Authorized Users access to and use of the HIRevPro Services for a period of one month. For each subsequent monthly Subscription Fee, Subscriber authorizes HIREVPRO to charge Subscriber’s Payment Method a renewal fee to be calculated based on the number of Authorized Users who had access to or used the HIRevPro Services during any portion of the preceding month for which Subscriber paid a Subscription Fee (the “Renewal Fee”). If Subscriber desires to increase the number of Authorized Users during any portion of any month to more than the amount of Authorized Users for which Subscriber has paid in advance, whether in the Initial Fee or a Renewal Fee, Subscriber must first authorize HIREVPRO to charge Subscriber’s Payment Method the difference between (1) the amount the Subscription Fee would have been if such fee had been based on the actual number of Subscriber’s Authorized Users during the relevant month and (2) the Subscription Fee actually charged to Subscriber (the “Adjusted Fee”). The Adjusted Fee will be charged in advance on a pro rata basis. The Initial Fee, the Renewal Fee, and the Adjusted Fee (collectively, “Subscription Fee”) is fully earned when paid, and Subscriber is not entitled to a refund based on any portion of the month Subscriber or any Authorized User does not access or use the HIRevPro Services.
Subscriber’s failure to make timely and full payment of the Subscription Fee shall automatically terminate the Subscription granted by HIREVPRO to Subscriber for the unpaid portions of the HIRevPro Services, and HIREVPRO shall have the right to suspend delivery of the HIRevPro Services until such time that Subscriber pays any amounts due to HIREVPRO under this Agreement. Suspension of the HIRevPro Services shall not release Subscriber of its payment obligations under this Subscription Agreement. Subscriber agrees that HIREVPRO shall not be liable to Subscriber, Hosting Provider, or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the HIRevPro Services resulting from Subscriber’s nonpayment.
In the event the HIRevPro Services are suspended for failure to pay amounts due under this Agreement, HIREVPRO may, at its sole option and discretion, upon payment by Subscriber of the amount due under the terms of this Agreement, reestablish Subscriber’s access to the HIRevPro Services.
F. Subscriber’s Payment Method
Subscriber shall provide HIREVPRO with a valid form of payment information that will allow HIREVPRO to automatically draft or charge Subscriber for the Subscription Fee (“Subscriber’s Payment Method”). Failure to maintain a valid form of payment such that HIREVPRO is unable to automatically draft or charge Subscriber the Subscription Fee may result in immediate termination or suspension of the Subscription granted by HIREVPRO to Subscriber.
G. Term and Termination
The initial term (“Initial Term”) of this Agreement shall be for a period of one month, beginning on the date Subscriber pays the Initial Fee. Unless otherwise expressly provided herein, this Subscription Agreement continues and remains in full force and effect for so long as and until it is terminated pursuant to this Section (“Renewed Term”). HIREVPRO reserves the right to supplement or amend this Subscription Agreement at any time. The failure by Subscriber to terminate this Subscription Agreement within 30 days of receipt of notice of any such supplement or amendment shall be deemed as Subscriber’s express agreement to be bound by the terms of any such supplemented or amended term.
Subject to the other terms and conditions of this Subscription Agreement and provided that Subscriber has timely paid HIREVPRO the Subscription Fee, this Subscription Agreement shall renew on a month-to-month basis until it is terminated by either party.
HIREVPRO may, at its option, for any reason, terminate this Subscription Agreement or any User Agreement at any time, in which case HIREVPRO’S Subscription Fee will be refunded to Subscriber on a pro rata basis. HIREVPRO may, at its option, terminate this Agreement for cause or suspend use of or access to the HIRevPro Services if HIREVPRO reasonably believes that the HIRevPro Services are being used in violation of law or this Subscription Agreement, or there is an event for which HIREVPRO reasonably believes suspension of HIRevPro Services is necessary to protect HIREVPRO’S existing rights or existing rights of HIREVPRO's other customers, or third parties. In the event HIREVPRO terminates this Subscription Agreement for cause or due to any other breach of any of Subscriber's obligations herein, HIREVPRO'S Subscription Fee will not be refunded and will instead be applied as an immediate offset against HIREVPRO’S damages, if any, and HIREVPRO will retain its right to seek any and all other damages it may suffer.
Subscriber may, at its option, terminate this Subscription Agreement at any time by notifying HIREVPRO in writing to request such termination, but Subscriber will not be entitled to a refund of any Subscription Fee. Without terminating this Subscription Agreement, Subscriber may, at its option, reduce the number of Authorized Users at any time by revoking Subscriber’s invitation to access and use the HIRevPro Services pursuant to the procedures established by HIREVPRO at the time of such revocation. If Subscriber reduces the number of Authorized Users, it will only be charged a Renewal Fee based on the total amount of Authorized Users at the time the Renewal Fee is calculated, but Subscriber will not be entitled to a refund for any Subscription Fee paid in advance for the reduced user. Subscriber’s failure to timely pay any Renewal Fee will be considered a request for termination of this Subscription Agreement.
If, after termination of this Subscription Agreement, Subscriber desires access to User Content, HIREVPRO will provide Subscriber such User Content, upon Subscriber’s payment of all amounts due under this Subscription Agreement and any reasonable professional fees associated with transmitting the User Content to Subscriber.
Notwithstanding anything else contained herein, neither HIREVPRO nor Hosting Provider shall have any obligation to maintain User Content more than six (6) months. This term survives termination of this Subscription Agreement for any reason.
In addition to and separate from any Subscription Fee, Subscriber agrees to pay amounts equal to any sales or use taxes based on this Subscription, Subscriber’s use of the HIRevPro Services, or HIREVPRO’S provision of any of the services described above. Subscriber authorizes HIREVPRO to charge Subscriber’s Payment Method for such taxes.
I. No Warranty
SUBSCRIBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ACCESS AND USE OF HIREVPRO SERVICES IS AT SUBSCRIBER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HIREVPRO SERVICES ARE PROVIDED “AS IS, WHERE IS,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTIES, EITHER EXPRESS OR IMPLIED AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. Subscriber expressly warrants and represents that no promise or agreement which is not herein expressed has been made to Subscriber in executing this Agreement and that Subscriber is not relying upon any statement or representation of any agent of HIREVPRO but is instead relying on Subscriber’s own judgment.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL HIREVPRO BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGE, LOSS OR EXPENSE, EVEN IF HIREVPRO HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE. HIREVPRO SHALL NOT BE OBLIGATED TO ASSUME THE DEFENSE OR SATISFY ANY CLAIM THAT MIGHT BE MADE AGAINST SUBSCRIBER BY ANY OTHER PARTY. HIREVPRO SHALL HAVE NO LIABILITY FOR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE HIREVPRO SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE). IN NO EVENT SHALL HIREVPRO’S TOTAL LIABILITY TO SUBSCRIBER FOR ALL DAMAGES EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY SUBSCRIBER TO HIREVPRO DURING THE TWELVE MONTH PERIOD PRIOR TO THE TIME CLAIM IS FIRST MADE.
This Subscription Agreement or any Subscription may not be assigned or transferred by Subscriber. Subscriber may not sub-subscribe or encumber the HIRevPro Services. Subscriber may not charge any Authorized User for use of or access to the HIRevPro Services. This is a non-exclusive Subscription. Texas law shall govern the effectiveness of HIREVPRO'S disclaimers and the limitations upon Subscriber's rights shall be determined as though the Uniform Commercial Code, as enacted in Texas, were applicable. If any provision of this Subscription Agreement shall be prohibited by or invalidated under applicable law, the remainder of this Subscription Agreement shall be unaffected to the extent the essential spirit of the this Subscription Agreement can otherwise be maintained. This Subscription Agreement supersedes any prior agreements or understandings between the Parties relating to the subject matter of this Subscription Agreement.