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On-Demand Records Management Application

1.	Acceptance of Terms. HB NEXT grants you access to the Sequence^SM application, subject to these Terms of Service, as updated and amended here from time to time. By accessing and using Sequence^SM, you accept and agree to be bound by the terms and provisions of these Terms of Service. Continued use of the Sequence^SM software by you shall be deemed acceptance by you of any updates and amendments. You accept these Terms by your Sign On Registration each time you use Sequence^SM.
2.	Description of Sequence^SM. HB NEXT provides users with access to Sequence^SM. Unless explicitly stated otherwise, any new features that modify or add to Sequence^SM are subject to these Terms of Service. You understand and agree that Sequence^SM is provided "as-is" and that HB NEXT assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings.
3.	Grant of Limited License. HB NEXT grants you a personal, limited non-transferable, non-exclusive and terminable license and right to use Sequence^SM in accordance with these Terms of Service. You may not transfer, assign or share this license. No agent acting under power of attorney may act on your behalf. There is no Right of Survivorship, and any rights to your username, password, or data or information terminate upon your death.
4.	Access to Sequence^SM. You agree not to access Sequence^SM by any means other than through the interface that is authorized by, or provided by HB NEXT. You understand that delivery and processing of Sequence^SM, including your input data, and any generated reports, may involve transmissions over networks operated by third parties. You are responsible for obtaining access to Sequence^SM. Access may involve third-party fees, including, but not limited to Internet Service Provider, airtime, and network charges. You are responsible for those fees. In addition, you must, at your own expense, provide all computer hardware and other equipment necessary to access Sequence^SM through browser software supporting the Secure Socket Layer (SSL) protocol or other protocols accepted by HB NEXT. You are responsible for any applicable hardware or software purchases or upgrades, or fixes or enhancements to any hardware or software, which may be required to enable access to and use of Sequence^SM. You must comply with HB NEXT requirements for access to equipment and/or mode of access to and/or use of Sequence^SM.
5.	Registration Access and Security. Your access to Sequence^SM is authorized only through the interface authorized by HB NEXT. You agree to comply with HB NEXT requirements for registration including user names and passwords. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access Sequence^SM. You agree to ensure that you exit from your account at the end of each session. You are responsible for notifying HB NEXT of the theft, loss or other unauthorized use of a user name, password, and/or any other identifying characteristics that may have been issued or authorized by HB NEXT. HB NEXT agrees to exercise reasonable care to prevent unauthorized use or access to user name, password, and/or any other identifying characteristics or billing and payment information. Security may be maintained by HB NEXT through the use of data encryption, data security protocols, passwords and/or other methods and procedures.
6.	Confidentiality of Data and Information. HB NEXT will not disclose any data or other information about you, or your account, or data or information belonging to you unless compelled to do so by law, or if there is a reasonable basis to believe that there is illegal activity, an emergency or to investigate a breach of the system by you. If disclosure is demanded of HB NEXT, then HB NEXT will make a reasonable effort to notify you to allow you the opportunity to oppose disclosure.
7.	Confidentiality for Sequence^SM. Confidential Information means any trade secret or other confidential information, including but not limited to any version of the Sequence^SM, general business workflows, page or report design/workflows, specific company data within a Sequence^SM deployment, etc., which ownership resides with HB NEXT. You agree to protect all Confidential Information using at least the same degree of care that you use to protect your own confidential information, however not less than a reasonable degree of care. You agree to use Confidential Information solely for the purpose of utilizing Sequence^SM to manage specific aspects of your business and related data or your authorized client’s business and related data. You further agree that you have not or will not use the Confidential Information or Intellectual Property contained in the Sequence^SM platform for any other purpose including but not limited to, building a software platform to perform similar data and other business management services without the expressed written permission of HB NEXT. Furthermore, you agree not to make the Sequence^SM platform available to a third party without the expressed written permission of HB NEXT and to take all reasonable measures to ensure that any Confidential Information is not divulged, disclosed or otherwise furnished, directly or indirectly, to any third party. Your confidentiality obligation shall not apply to Confidential Information which you can show: (i) is already known by you when received; (ii) is or has becomes public knowledge other than by breach of this agreement; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is to be made publicly available due to a court order, a decision by a public body or as otherwise required by mandatory law. You agree to impose on your employees and consultants if applicable, in an appropriate manner, the obligations regarding the use of the Sequence^SM platform and the confidentiality set forth under these terms of service. If applicable, you shall be liable by HB NEXT for your employees’ and consultants’ actions and for their observance of the above stated provisions. Your obligations of confidentiality shall be valid during the term of the original EULA and these Terms of Service and continue indefinitely, regardless of the reason therefore.
8.	Liability for Unauthorized Use or Access. You are entirely responsible for all data or information that you upload, transmit or otherwise make available via Sequence^SM. You acknowledge and agree that HB NEXT shall not be liable for the accuracy, truthfulness or validity of any data or information entered by you or on your behalf through Sequence^SM. You agree to take reasonable steps to insure the security of data and other information entered into the system. HB NEXT is not liable for any damages incurred by you, or any third party in connection with or potentially resulting from unauthorized access, or from disclosure of information or data resulting from your actions or your failure to act. HB NEXT is not liable for the failure of any electronic or other security measures. HB NEXT is not responsible for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to the Internet. HB NEXT exercises no control whatsoever over the data or information transmitted through Sequence^SM.
9.	Restrictions. You agree not to a) use Sequence^SM to transmit or otherwise make available any data or material that you do not have a right to make available under any law, applicable regulation, or contractual or fiduciary capacity such as proprietary and confidential information, or under nondisclosure agreements; b) interfere with or disrupt Sequence^SM or servers or networks connected to Sequence^SM, or disobey any requirements, procedures, policies or regulations of networks connected to Sequence^SM.
10.	Interstate Data Transmissions. In using Sequence^SM to send electronic communications, including but not limited to data entry, email, search queries, uploading or downloading photos, files and data, and other Internet activities, you acknowledge you are causing communications to be sent through HB NEXT's computer networks, portions of which are located in different states in the United States. For technical reasons, communications that appear to be intrastate can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. You therefore acknowledge that use of the Sequence^SM results in interstate data transmissions.
11.	Export and Import Compliance. You agree to comply with all applicable export and import laws and regulations. You are not a party identified on any government export exclusion list, including, nor will you transfer software, technology, and other technical data via Sequence^SM to parties so identified.
12.	Indemnity. You agree to indemnify and hold HB NEXT and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of data or information you submit, transmit, modify or otherwise make available through Sequence^SM, your use of Sequence^SM, your connection to Sequence^SM, your violation of these Terms of Service, or your violation of any rights of another.
13.	General Administration. You acknowledge that HB NEXT may establish general practices and limits concerning use of Sequence^SM, including without limitation the period of time that data or information will be retained by Sequence^SM, the maximum disk space that will be allotted on HB NEXT's servers on your behalf, and the maximum number of times, and the maximum duration for which you may access Sequence^SM in a given period of time. Upon notice of a date after which data or information will no longer be retained by Sequence^SM, you agree that HB NEXT has no responsibility or liability for the deletion or failure to store any data or information maintained or transmitted by Sequence^SM. You acknowledge that HB NEXT reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that HB NEXT reserves the right to modify these general practices and limits from time to time.
14.	Discontinuation or Modifications. HB NEXT reserves the right at any time, and from time to time to modify or discontinue, temporarily or permanently, the form or function of Sequence^SM with or without notice. You agree that HB NEXT shall not be liable to you or to any third party for any modification, suspension or discontinuance of Sequence^SM.
15.	Suspension and Termination. You may terminate your HB NEXT account, and access to Sequence^SM by submitting a termination request to HB NEXT. HB NEXT may suspend access to use of Sequence^SM in the event of breach of this Terms of Service. Suspension will continue until the breach has been remedied to the reasonable satisfaction of HB NEXT. You agree that HB NEXT may, without prior notice, immediately terminate, limit your access to or suspend your account, and access to Sequence^SM for a) breaches or violations of these Terms of Service, b) requests by law enforcement or other government agencies, c) discontinuance or material modification to Sequence^SM, d) unexpected technical or security issues or problems, e) engagement by you in fraudulent or illegal activities, and/or for nonpayment of any fees owed by you in connection with Sequence^SM. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in HB NEXT's sole discretion and that HB NEXT shall not be liable to you or any third party for any termination of your account, or access to Sequence^SM.
16.	Intellectual & Other Proprietary Rights. All ownership and intellectual property rights in Sequence^SM and any copies and derivative works thereof (regardless of form or media in or on which the original or other copies may exist), including but not limited to patents, platform and other design rights, copyrights, trade marks, trade-secrets and proprietary know-how, shall be owned by and vested to HB NEXT. Nothing in EULA or these Terms of Service shall constitute or be interpreted as a transfer of such rights from HB NEXT to you. You are solely entitled to the limited license to the in Sequence^SM platform specifically granted through the EULA and these Terms of Service. You acknowledge that the structure and code of the in Sequence^SM platform valuable trade secrets of HB NEXT and which shall remain the sole property of HB NEXT. You acknowledge and agree that Sequence^SM and any necessary software used in connection with Sequence^SM, including any software that you may download in connection with the use of Sequence^SM, contains proprietary and confidential information protected by applicable intellectual property and other laws of the United States and foreign countries. You agree not to distribute or transfer in any manner, whether for fee or not, any portion of Sequence^SM for any purpose not specifically authorized by HB NEXT. You also agree that you have not previously nor will you copy, reverse engineer, reverse assemble, disassemble, decompile, modify or change Sequence^SM software in any manner or for any reason, use modified versions of Sequence^SM software, attempt to determine the source code for Sequence^SM, or create derivative works in order to mimic the functionality, design or workflows contained within the Sequence^SM software platform. Additionally, you shall not authorize or otherwise enable any third party to do what you are proscribed from doing under this Agreement. You further acknowledge that any infringement on or of these rights would potentially cause irreparable harm to HB NEXT.
17.	Disclaimer of Warranties. You expressly acknowledge and agree that use of Sequence^SM is at your sole risk. Sequence^SM is provided "as is" and "as available". You have examined, reviewed, studied and/or tested Sequence^SM, and have determined its usefulness and applicability for yourself. HB NEXT expressly disclaims all warranties of any kind, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose and non-infringement. You also acknowledge that advice or information obtained from HB NEXT either verbally or in writing or through the system shall not create any warranty which is not expressly stated in this Agreement. Sequence^SM does not provide accounting, financial or legal advice, and none shall be deemed to have been provided or otherwise inferred or relied upon.
18.	No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in this Terms of Service, there are no third-party beneficiaries to this agreement.
19.	Trademarks and Service Marks. Any and all symbols, trademarks and Service marks adopted by HB NEXT to identify Sequence^SM belong to HB NEXT. You have no rights in them except as expressly set forth in this Agreement, and may not use them in any manner without HB NEXT's express prior written permission. You shall not remove, efface or obscure any copyright notices or other proprietary notices or legends from any HB NEXT materials. If for any reason, you distribute any Sequence^SM materials, documentation, associated brochures, packaging and advertising, you shall display appropriate marks in accordance with HB NEXT's reasonable instruction, and only in a form reasonably approved by HB NEXT. Upon HB NEXT's reasonable request, samples of materials that may be distributed by you displaying the Trademarks shall be submitted to HB NEXT for review and approval.
20.	Jurisdiction, Venue and Limitation of Claims. You and HB NEXT each agree that these Terms of Service is governed by the laws of the State of Georgia without regard to its conflict of law provisions. If any provision of this Agreement is determined to be invalid by appropriate legal authority, the remaining terms and conditions shall remain in full force and effect. Any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms of Service, or the relationship between you and HB NEXT, shall be brought exclusively in the Georgia state courts located in Gwinnett County, Georgia, or the U.S. District Court for the Northern District of Georgia, where you and HB NEXT agree to submit to personal jurisdiction. You further agree to waive any and all objections to the exercise of jurisdiction and venue in these courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Sequence^SM or these Terms of Service must be filed within one (1) year after the claim or cause of action arose.
21.	Waiver and Severability of Terms. The failure of HB NEXT to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service are to remain in full force and effect.
22.	Miscellaneous Terms. This is the entire agreement to date between you and HB NEXT governing rights in and use of Sequence^SM. Any prior agreements or understanding of you and HB NEXT are superseded by any provisions here that are or may be in conflict with any prior understanding. Except for matters which this Agreement otherwise provides for modification or amendment, such as, but not limited to notice posted on the website or by email or other electronic means for modifications to the system or fees and charges, this agreement may only be modified or amended in writing executed by both HB NEXT and you. Any failure or decision by HB NEXT to exercise or enforce any of the terms and conditions of this Agreement shall not be a waiver of any otherwise available right or provision.