HelloNote Terms of Service (TOS)
447 Broadway 2nd FL #435 New York, NY 10013
SECTION 1: TERMS
This Terms of Service Agreement (“Agreement”) is between E Medical Records Live, doing business as HelloNote, Inc. (“HelloNote”), and its clients, referred to as the “Subscriber.” This Agreement becomes effective on the date it is accepted by the Subscriber (the “Effective Date”).
Changes to Services and Agreement:
HelloNote reserves the right to make changes to its services at any time. Additionally, HelloNote may modify this Agreement by posting the updated version on HelloNote’s website. By continuing to use the services after any changes have been posted, the Subscriber accepts those changes.
Mutual Acknowledgment:
The parties acknowledge the exchange of promises and commitments contained in this Agreement. Both parties recognize the adequacy and sufficiency of the considerations involved and agree to the terms outlined herein.
SECTION 2: SERVICES
As a HelloNote subscriber, you will receive access to HelloNote’s Electronic Medical Records (EMR) and practice management services. HelloNote may occasionally modify, upgrade, or change how these services are provided. These updates may include changes to hardware, software, features, or the environment. However, any changes will ensure that the functionality and reliability of the services remain comparable to or better than before.
Usage Rights:
As long as you comply with the terms of this Agreement, HelloNote grants you a limited, non-transferable, non-sublicensable, non-exclusive right to access and use the services during the term of this Agreement. This access is limited to your authorized users for your internal business purposes only and cannot be used for the benefit of any other person or entity.
SECTION 3: PAYMENT FOR SERVICES
As a HelloNote subscriber, you agree to pay the fees and charges outlined in your invoice. These fees are based on the number of logins and the type of services you select. All monthly charges are processed via credit card auto payment. If you choose to pay through a different method, a 5% processing fee will be applied.
Credit Card Payments:
By accepting this Agreement, you authorize HelloNote to charge your credit card on a monthly basis for services rendered. In case a credit card charge fails, you will have three (3) calendar days to resolve the issue. If the issue is not resolved within that time, a $50 credit card failure fee will be charged, and services will be terminated after thirty (30) calendar days of non-payment.
Service Re-activation:
You may re-activate your service within sixty (60) calendar days of termination by paying any outstanding amounts due.
Currency and Refunds:
All payments must be made in U.S. dollars and are non-refundable.
Legal Costs:
If HelloNote needs to enforce any terms of this Agreement, you agree to pay any associated costs, including reasonable attorney’s fees.
Adding Logins:
If you add logins in the future, they will be charged at the same rate as your current logins. Logins added within the first 15 days of the billing cycle will be charged at the full rate, while those added during the last 15 days of the billing cycle will be charged at half rate.
Annual Discount:
If you choose the annual discount option, it will be applied based on the first or last 12 months of your invoice. If you add users or additional services (such as billing), you can either pay the additional cost monthly or apply it annually with the same discount. Please note that no refunds will be provided if you cancel before the 12-month period ends.
Pricing
- $45/month per primary therapist for a practice as well as additional full-time therapists for a practice
- $30/month for additional part-time therapists (25 notes/week or less)
- $25/month practice management/administrator fee
- $25/month telehealth + $5/month per provider
- $15/month for PRN (up to 15 notes/month)
BILLING TIERS:
- Tier I: $50/mo. up to 50 claims and eligibility checks (combined) per month
- Tier II: $100/mo. up to 125 claims and eligibility checks (combined) per month
- Tier III: $175/mo. up to 300 claims and eligibility checks (combined) per month
- Tier IV: $250/mo. up to 600 claims and eligibility checks (combined) per month
- Tier V: $500/mo. up to 1500 claims and eligibility checks (combined) per month
The tiers will automatically increase and decrease based on your usage to ensure you are in the correct billing tier monthly. For annual discounts, monthly invoice will be received for the overage use.
SECTION 4: TERM AND TERMINATION
This Agreement is effective from the Effective Date for an initial one-month period, after which it will automatically renew for successive monthly terms (the “Monthly Subscription Term”) unless either party provides written notice of non-renewal at least 30 days before the end of the current term.
Subscribers may choose a one-year agreement at a discounted rate (the “Discounted Annual Subscription Term”). This agreement will automatically renew for another year unless either party provides written notice of non-renewal at least 30 days before the end of the current year.
Optional Modules:
Subscribers may add additional service modules, called “Optional Modules,” under this Agreement.
- Annual Optional Modules: These modules will be active from the start date and will renew annually, unless either party provides written notice of non-renewal at least 30 days before the expiration of the current year.
- Monthly Optional Modules: These modules will be valid for one-month periods and automatically renew unless either party provides written notice of non-renewal at least 30 days before expiration.
Suspension or Termination by HelloNote:
HelloNote may, without prior notice, suspend or terminate your access to the services if it determines that you have violated any terms of this Agreement. In the event of suspension or termination, you must pay all fees due up to the termination date.
Post-Termination:
HelloNote may retain any content you provided after termination, but it will continue to treat such content according to the confidentiality and HIPAA regulations mentioned below. After termination, the provisions related to Term and Termination, Confidentiality, Proprietary Rights, Governing Law, and other key sections will remain in effect.
SECTION 5: CONDUCT OF USERS
The services provided by HelloNote may only be used by you, your authorized users, and your authorized agents, which may include affiliates, joint venture partners, licensees, and subsidiaries.
Security Responsibilities:
You are solely responsible for maintaining the security of your username(s) and password(s). Any use of your credentials will be considered authorized unless you provide HelloNote with written notice in advance that your credentials have been compromised.
Responsibility for Users’ Actions:
You acknowledge and agree that any actions or omissions by your users related to the use of the services will be treated as if they were your own actions. If such actions would constitute a breach of this Agreement if performed by you, they will be deemed a breach by you.
Compliance with the Agreement:
You and your authorized users may continue using the services as long as you comply with the terms of this Agreement.
Changes to the Agreement:
HelloNote may amend or update this Agreement from time to time. Any changes will be posted via hyperlink on the HelloNote homepage, and this will be considered reasonable and sufficient notice of the updated terms.
SECTION 6: HelloNote's LIMITED WARRANTY
HelloNote warrants that its services will be performed in accordance with industry standards and meet the specifications and requirements outlined in this Agreement.
Notification of Issues:
If you believe that the services do not meet these standards, you must notify HelloNote in writing within 30 calendar days after the service is performed. If HelloNote does not receive timely notice, the services will be considered compliant with the warranty.
Remedy for Breach:
If the services do not meet the warranty, your exclusive remedy will be for HelloNote to either:
- Re-perform the services at no additional cost to you, or
- Provide a credit for the service charge corresponding to any period of service interruption.
Exclusions from the Warranty:
This warranty does not cover performance issues or defects that result from:
- Factors outside of HelloNote’s reasonable control,
- Actions or inactions by you or your authorized users, or
- Equipment controlled by you or third parties that is not under HelloNote’s management.
SECTION 7: CONFIDENTIALITY
When using HelloNote’s services, you agree to provide true, accurate, and complete information about yourself and your authorized users.
Confidential Information:
Both parties agree to keep any proprietary or confidential information (“Confidential Information”) provided by the other party secure and confidential. Confidential Information may include, but is not limited to:
- Business and marketing plans
- Pricing, rates, and fees
- Customer details
- Software, hardware, and technology details
- Performance metrics of the services
Exclusions:
Confidential Information does not include information that:
- (a) Is already known or independently developed by the receiving party,
- (b) Becomes public through no fault of the receiving party, or
- (c) Is obtained from a third party authorized to disclose it.
Personally Identifiable Information (PII):
Your Confidential Information also includes Personally Identifiable Information (PII) about you and your authorized users, which refers to any information that can personally identify an individual or entity. HelloNote will not release PII without your written consent.
Authorized Disclosures:
Neither party will use or disclose Confidential Information except:
- (A) To employees, agents, or contractors with a need to know and who are bound by similar confidentiality obligations,
- (B) If required by law, legal process, or subpoena,
- (C) To enforce this Agreement,
- (D) To respond to claims of third-party rights violations, or
- (E) To protect the rights, property, or safety of HelloNote, users of the services, or the public.
Legal Requests:
If either party receives a request for the other’s Confidential Information (unless prohibited by law), it must promptly notify the other party and cooperate to seek protection from disclosure.
Termination and Survival:
Upon termination of this Agreement, each party will either return or destroy all Confidential Information in their possession, as requested. The confidentiality obligations will remain in effect for three (3) years after the termination date.
SECTION 8: SECURITY
As a HelloNote subscriber, you are responsible for maintaining the security and confidentiality of any username and password issued to you by HelloNote or created by you.
Responsibility for Account Activity:
You are fully accountable for all activities that occur under your username and password. If you suspect that your credentials have been compromised or used without authorization, you must immediately notify HelloNote in writing.
HelloNote’s Security Measures:
HelloNote will use commercially reasonable efforts to safeguard the security of its services. However, HelloNote does not provide a warranty or guarantee regarding the integrity or security of the services, or the content, information, or data transmitted through or stored within the services.
SECTION 9: PROPRIETARY RIGHTS
HelloNote owns or has the rights to use all content and technology associated with the services, including:
- Content such as text, music, sound, photos, graphics, videos, page layout, and editorial content.
- Software, hardware, databases, and tools used or provided by HelloNote or third-party providers.
- Tangible and intangible assets related to the services.
- Intellectual property such as trade names, trademarks, service marks, copyrights, patents, inventions, trade secrets, and know-how.
All of the above are collectively referred to as “HelloNote Property.”
Prohibited Actions:
As a subscriber, you are prohibited from:
- Publishing or distributing HelloNote Property via the Internet or any public information system.
- Creating derivative works, translating, transferring, selling, leasing, or licensing HelloNote Property to unauthorized parties.
Rights to Use:
You are granted the right to use only the portion of HelloNote Property that is necessary for the services outlined in this Agreement. You may not:
- Copy, alter, modify, or reverse-engineer HelloNote Property.
- Sell, assign, sublicense, or transfer any interest in HelloNote Property, including object code, source code, or any underlying processes or algorithms.
Any violation of this section poses a serious threat to HelloNote’s business.
CPT Usage:
From time to time, HelloNote’s services may include CPT codes, which are copyrighted and trademarked by the American Medical Association (AMA). Unauthorized use of CPT, such as creating copies for resale or transferring it to unauthorized parties, is prohibited. If you need to use CPT beyond what is allowed in this Agreement, you must obtain a license directly from the AMA.
Government Use of CPT:
For U.S. government use, CPT data and software are subject to certain restrictions and rights based on the applicable Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) clauses.
SECTION 10: THIRD PARTY DEALINGS
If you acquire goods or services from a third party, whether or not those goods or services are used as part of HelloNote’s services, your business relationship is solely between you and the third party. HelloNote will not be responsible for any issues arising from your dealings with these third parties, including:
- Complaints or claims regarding non-performance,
- Defects in goods or services, or
- Any other issues related to the third-party products or services.
Third-Party Websites and Resources:
HelloNote or third parties may provide links to external websites or resources as part of the services. Please note that HelloNote has no control over these websites or resources and is not responsible for:
- The content, advertising, products, or materials available on those external sites.
SECTION 11: DISCLAIMERS AND LIMITATIONS
SUBJECT TO THE LIMITED WARRANTIES SET FORTH IN HELLONOTE’S LIMITED WARRANTY SECTION, SUBSCRIBER’S USE OF THE SERVICES AND ANY EQUIPMENT, SOFTWARE AND HARDWARE PROVIDED IN CONNECTION WITH THE SERVICES, IS ON AN “AS IS” BASIS. WHILE HelloNote WILL EXERCISE COMMERCIALLY REASONABLE BEST EFFORTS TO PROVIDE THE SERVICES, HelloNote DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES OR SUCH PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER HelloNote NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES PROMISES, REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS OR OTHER PROPERTY THAT ARE USED IN PROVIDING THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. HelloNote HEREBY SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY INACCURACY, ILLEGALITY, AND/OR INAPPROPRIATENESS OF ANY CONTENT PROVIDED TO ANY WEBSITE OR ANY PUBLIC AREA, ANY DAMAGE, DESTRUCTION OR CORRUPTION OF ANY CONTENT OR OTHER DATA, OR ANY USE OR MISUSE OF, OR INABILITY TO USE, THE SERVICES BY ANY PERSON OR ENTITY.
IN NO EVENT WILL HelloNote NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF HelloNote HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES. HelloNote’s MAXIMUM LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY SUBSCRIBER TO HelloNote UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRIOR TO WHEN ANY CLAIM OR CAUSE OF ACTION AROSE.
SUBSCRIBER agrees that any claim or cause of action which SUBSCRIBER may have arising out of a claim related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arises, or the claim or cause of action will forever be barred.
Each party must provide written notice to the other party at least thirty (30) calendar days prior to filing or otherwise initiating any action, charge or lawsuit against the other. The written notice must describe the factual basis for the dispute, and provide at least thirty (30) calendar days for the receiving party to remedy, cure or otherwise resolve the matters stated in the notice.
HelloNote will not be liable for failure or delay in performing the Services or other obligations under this Agreement if the failure or delay is due to circumstances beyond HelloNote’s control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunication or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies, or power used in equipment needed for the provision of the Services.
CPT is provided “as is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. No fee schedules, basic unit, relative values or related listings are included in CPT. The AMA does not directly or indirectly practice medicine or dispense medical services. The responsibility for the content of this file/product is with CMS and no endorsement by the AMA is intended or implied. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use, or interpretation of information contained or not contained in this file/product. This agreement will terminate upon notice if you violate its terms. The AMA is a third party beneficiary to this agreement.
The scope of this license is determined by the AMA, the copyright holder. Any questions pertaining to the license or use of the CPT should be addressed to the AMA. End users do not act for or on behalf of the CMS. CMS DISCLAIMS RESPONSIBILITY FOR ANY LIABILITY ATTRIBUTABLE TO END USER USE OF THE CPT. CMS WILL NOT BE LIABLE FOR ANY CLAIMS ATTRIBUTABLE TO ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE INFORMATION OR MATERIAL CONTAINED ON THIS PAGE. In no event shall CMS be liable for direct, indirect, special, incidental, or consequential damages arising out of the use of such information or material.
SECTION 12: OWNERSHIP OF DATA
HelloNote agrees that SUBSCRIBER’s documents are the exclusive property of SUBSCRIBER. Upon the request of SUBSCRIBER at the termination of this Agreement, HelloNote shall transmit to SUBSCRIBER an excel or CSV file of SUBSCRIBER’S patient demographics (ex: Name, DOB, Gender, Phone, etc.) and referral sources at no cost. SUBSCRIBER’S clinical notes and any other files are to be downloaded by the SUBSCRIBER as needed. SUBSCRIBER grants to HelloNote a non-exclusive, perpetual, irrevocable, royalty-free right and license to use, process, and store any documents, material, data, or other content submitted by SUBSCRIBER in accordance with the terms of this Agreement. SUBSCRIBER represents and warrants that SUBSCRIBER has all necessary rights, approvals, and consents to provide such content to HelloNote and grant the rights set forth above.
Notwithstanding anything else in this Agreement or otherwise, HelloNote may monitor SUBSCRIBER’S use of the Services and use data and information related to such use, and SUBSCRIBER Content in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between HelloNote and SUBSCRIBER, all right, title, and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by HelloNote. SUBSCRIBER acknowledges that HelloNote will be compiling Aggregated Statistics based on SUBSCRIBER Content input into the Services and SUBSCRIBER agrees that HelloNote may (a) make such Aggregated Statistics available to third parties in an anonymous manner, and (b) use such information to the extent and manner required by applicable law or regulation and for purposes of data gathering, analysis and service enhancement, provided that such data and information will be used in accordance with HelloNote’s privacy policies and confidentiality terms of this Agreement. Aggregated Statistics will be used for such purposes as to improve SUBSCRIBER’S clinical outcomes and to establish the efficacy of SUBSCRIBER’S Services. HelloNote will never sell SUBSCRIBER’s Content or data to third parties for marketing purposes.
SECTION 13: UNLAWFUL USE
SUBSCRIBER or any of its users shall not upload, transmit or post any content, or engage in any other use of the Services that violates any law, rule or regulation, defames or libels any other person or entity, infringes any other person’s or entity’s rights, including, without limitation, any intellectual property or privacy rights, or otherwise could impose civil or criminal liability. HelloNote reserves the right to notify any governmental entity, law enforcement authority, or any other party that it deems appropriate in its sole discretion, of any such activity. Uploading, posting or transmitting any content that infringes any patent, trademark, trade secret, copyright, publicity or proprietary right of any person or entity will be grounds for immediate termination of the Services or other corrective action.
SECTION 14: DEFAMATORY OR ABUSIVE MATERIAL
SUBSCRIBER or any of its users shall not upload defamatory, obscene, profane, vulgar, threatening, offensive, abusive, inaccurate or illegal material.
SECTION 15: UNAUTHORIZED ACCESS
SUBSCRIBER or any of its users shall not access, or attempt to access, another person’s or entity’s accounts without proper authorization to do so, or attempt to disrupt or interfere with the Services in any manner. Each of SUBSCRIBER and any of its users, must register and maintain a valid email address with HelloNote in order to receive system notifications.
SECTION 16: USE AND DATA STORAGE
HelloNote may establish and change from time to time general practices and limits on the use of the Services, the amount of central processing unit (CPU) processing, bandwidth and disk usage, and levels of activity.
HelloNote will use commercially reasonable efforts to provide all SUBSCRIBERS with advance notice of these practices and limits. Violation of these practices and limits will be considered a violation of this Agreement.
SECTION 17: OTHER ACTIVITIES
SUBSCRIBER or any of its users shall not engage in any other activity that HelloNote determines in its sole discretion may be harmful to other users or the Services.
HelloNote does not in the ordinary course pre-screen or monitor content of the database or any other communications. However, HelloNote reserves the right, but does not assume any obligation, to determine in its sole discretion what is and is not acceptable content in connection with the Services, to limit placement of any content in a database or on any other area provided in connection with the Services, to use commercially reasonable efforts to remove, alter or block access to any offensive, objectionable, or unacceptable content immediately and without prior notice, to determine in its sole discretion what is and is not an appropriate conduct and use of any of the Services, and to cease providing or bar access to any or all of the Services to any user at any time, for any reason or for no reason, without prior notice. HelloNote reserves the right, but does not assume any obligation, to monitor and investigate complaints regarding any of the foregoing, and SUBSCRIBER agrees to grant HelloNote access to SUBSCRIBER’s account at any time without notice, and to cooperate fully with HelloNote in providing access and information as may be requested at any time and from time to time. SUBSCRIBER agrees that any reservation of rights by HelloNote imposes no obligation of any kind on HelloNote to take any of the foregoing actions.
SECTION 18: EDITORIAL CONTENT
HelloNote licenses from the American Medical Association (“AMA”) certain editorial content (“Editorial Content”) and the license granted by the AMA to HelloNote is a nontransferable, nonexclusive license for the sole purpose of internal use by SUBSCRIBER. Continued use of the Editorial Content and any such update to such Editorial Content is dependent on the continued contractual relationship by and between HelloNote and the AMA.
SECTION 19: INDEMNIFICATION
HelloNote agrees to defend, indemnify and hold Subscriber harmless from any and all third-party claims, liability and expenses, including, without limitation, reasonable attorneys’ fees, arising out of HelloNote’s breach of its obligations under Section 6 (“Limited Warranty”), Section 7 (“Confidentiality”) or Section 9 (“Proprietary Rights”) of this Agreement. HelloNote may select counsel of its choosing to defend any claim subject to indemnification hereunder, or subject to HelloNote’s prior written approval HelloNote may consent to Subscriber’s use of its own counsel, to defend any such claim. HelloNote may control the defense of any claim subject to indemnification. Neither party may consent to a settlement or entry of any judgment related to a claim without the other party’s prior written consent, which may not be unreasonably withheld.
SECTION 20: NOTICES and STATEMENTS
Except as otherwise specifically provided in this Agreement, all notices and statements may be sent by electronic mail, facsimile or overnight delivery to the electronic mail address, fax number or delivery address most recently provided in writing or via online submission to the other party. For overnight deliveries, notices and statements will be deemed to be received upon personal delivery. For facsimile and electronic mail deliveries, notices and statements will be deemed to be upon transmission.
SUBSCRIBER EXPRESSLY CONSENTS TO RECEIVE TELEPHONE CALLS, FAXES AND EMAILS FROM HelloNote OR ANY OF HelloNote`s EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES IN ANY WAY ARISING FROM THIS AGREEMENT OR THE SERVICES DESCRIBED IN THIS AGREEMENT.
Evidence of successful transmission shall be retained. As of the date of execution, the addresses for the SUBSCRIBER is as entered in the address portion of this form and the address for HelloNote is:
HelloNote, Inc. 447 Broadway 2nd FL #435 New York, NY 10013 Phone: (877) 805-7880 Email for Notices and Billing Questions: Billing@HelloNote.com
SECTION 21: GOVERNING LAW AND VENUE
This Agreement is entered into in the state of Delaware. This Agreement and any rights, remedies, or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of the state of Delaware without regard to the conflicts provisions thereof. Any and all disputes that in any way arise out of or bear any relationship with this Agreement shall be litigated only in courts having sites in Delaware.
SUBSCRIBER will pay HelloNote all costs and expenses, including reasonable attorney’s fees, incurred by HelloNote in enforcing any of the terms, conditions and provisions in this Agreement, including any of HelloNote’s rights and remedies set forth in this Agreement.
SECTION 22: GENERAL PROVISIONS
This Agreement and set forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions or parts. No waiver of any
breach or failure or delay in exercising any right, power or remedy of any provision of this Agreement shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences. No waiver shall be effective unless made in writing and signed by an authorized representative of the party against whom such waiver is sought. Titles and headings are included solely for convenient reference and are not part of this Agreement. SUBSCRIBER may not assign any of its rights or obligations (in whole or in part) without the prior written consent of HelloNote, which shall not be unreasonably withheld. HelloNote may assign this Agreement, without SUBSCRIBER’s consent, in connection with a merger, sale, transfer or other disposition of all or substantially all of its stock or assets. Subject to the express exclusions and limitations set forth in this Agreement, all remedies set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedies of any party at law or in equity. No person or entity is intended to be a third party beneficiary of any provision of this Agreement. The parties represent and warrant that they have full authority to execute and deliver this Agreement and to perform their obligations under this Agreement, and that the person whose signature appears below is duly authorized to enter into this Agreement on behalf of the party whom they represent.
Last updated: October 9, 2024
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