Hank ai, Inc. Terms and Conditions
This Software and Services Agreement (“Agreement”) is entered into as of the Effective Date on the preceding Order Form (the “Effective Date”) between Hank AI Inc. (“Hank AI”) a Delaware corporation with a place of business at 711 E. Main St., Lexington, South Carolina 29072 and Subscriber signing the Order Form (“Subscriber”). This agreement consists of the Terms and conditions below and the details below for your Software and Services (the ” Agreement”). This Agreement is effective on the Effective Date or the date on which your Subscription is renewed, as applicable.
- API Software – The application programming interface is software in the form of a system operating on the public network that accepts properly formatted inputs from an authenticated user and returns value added outputs synchronously, or in some instances, asynchronously.
- API Support Materials – Documents, examples, diagrams and other records used to provide instruction to a user on the proper use of the API Software.
- Claim – means all legal claims, demands, investigations, inquiries, and actions, and all liabilities, damages, fines, and expenses arising out of or relating thereto, including without limitation settlement costs and attorneys’ fees.
- Data Entry – Process of moving a defined set of information from a document into a software system.
- DocuVision – The name of an API Software developed, deployed, and maintained by Hank AI which functions to identify documents and extract information based upon industry normalized extraction models for specific document types and use cases.
- Full-Service Data Entry – data entry services provided by Hank AI software and personnel that are guaranteed to meet or exceed industry standards for accuracy.
- Human-in-the-Loop – refers to a software service that automatically includes human review of a software request when needed to perform human level equivalent services.
- Lien Waiver (LW) – A collection of one or more Page(s) that represents a written agreement between a payer and another party in which that party gives up the right to place a lien against a property so long as the conditions in the written agreement are met.
- Metered Fees – Fees calculated and charged to the Subscriber based upon price per transaction and number of transactions for the given product or service.
- Model – Is the collection of proprietary methods and know-how in the form of a Software developed, maintained, and owned by Hank AI.
- Onboarding – The process of getting a new customer up and running. This consists of setting up authorization for Hank AI to access the Subscriber’s SAP Concur API as well as receiving sample POs in order to test and fine tune the DocuVision Purchase Order extraction model.
- Page(s) – An electronic document is electronic media formatted in PDF or standard digital image format with content that is intended to be used in either an electronic form or as single printed paper document. A Page is expected to have a maximum file size of 4 megabytes. A PDF may consist of multiple Pages, each Page of which is expected to have a representative area equal to or less than 11 x 14 inches and in sum the PDF should have a size less than 200 megabytes.
- Purchase Order (PO) – A collection of one or more Page(s) that represents an official offer from a buyer to a seller and may include types, quantities, and agreed upon prices for products or services. For the purposes of this agreement, the PO should be generated from a known list of procurement systems and if the format or system changes Hank AI should be made aware prior to such change.
- Services – may consist of Data Entry Services, Professional Software Development Services, and any other Human-in-the-Loop services listed on the Order Form.
- Software – consists of the Hank DocuVision API and PO email ingestion system, and communications with the SAP Concur API.
- Term – Is the duration of a Subscription in calendar months.
- Termination Date – The date of termination of the subscription agreement.
- Subscription – Is an agreement to use Software and Services for a defined Term and corresponding Fees.
- UAT – User acceptance testing. A period during which the Subscriber validates the Services provided by Hank AI are acceptable and meet Subscriber’s expectations.
RESPONSIBILITIES OF HANK AI
- Hank AI will provide the Software and Services as described in the preceding Order Form.
- It will maintain qualified staff persons to ensure the Software and Services are in good working order.
- It will maintain qualified experts to perform Services requested when necessary.
- Any non-functional elements of the Software will be addressed, and the Subscriber will notify the contact(s) listed in Exhibit “D” of ongoing non-functional or sub-optimal elements of the Software or Services.
- It will not retain original documents processed through the Software except in such instances as required to perform Software or Model improvement, and in these instances retention will be for the minimum necessary duration required to perform these improvements.
RESPONSIBILITIES OF SUBSCRIBER
- May not reverse engineer, decompile, disassemble, or work around technical limitations in the Software, except to the extent applicable law permits it despite these limitations.
- Will not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Software.
- May not rent, lease, lend, resell, transfer, or host the Software, or any portion thereof, to or for third parties without receiving written prior consent from Hank AI.
- Will confirm the accuracy and relevance of information made available to or from the Software.
- Is responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Software and will promptly notify Hank AI about any possible misuse of your authentication credentials to use the Software.
- Will not attempt to breach, defeat, bypass, remove, deactivate, or otherwise circumvent any firewall, encryption, security, authentication routines, or software protection mechanisms in the Software.
- Is solely responsible for the content of all its data and will secure and maintain all rights to use its data necessary for Hank AI to provide Software.
- Is solely responsible for any loss of reimbursement or revenue, that arises from use of the Software which are greater than the total fees paid for the Subscription.
- Is solely responsible for all liabilities and consequences, including performance issues, fines assessed against the Subscriber by the government or its customers which are greater than the total fees paid for the Subscription.
TERM AND TERMINATION
- The Subscriber agrees to a subscription Term as defined in the preceding Order Form, beginning on the Effective Date. This subscription will automatically renew for subsequent Terms of equal duration unless Hank AI or Subscriber notifies the other party via the contact information listed in Exhibit “D” at least 30 days prior to the end of the then current subscription Term. If the Subscriber Terminates the Subscription before the end of the Subscription period, the Subscriber agrees to pay unpaid Fees for Software and/or Services and any applicable Break Fee (if stated on the Order Form) accrued through the Subscription Termination Date.
- Hank AI may suspend Subscriber if it is reasonably needed to prevent unauthorized access to Hank AI services, or if the Subscriber does not pay amounts due under this agreement or if the Subscriber violates other terms of this agreement.
- If applicable and provided below, the HIPAA Business Associate Agreement attached as Exhibit “A”, and the Mutual Non-Disclosure Agreement (“MNDA”) attached as Exhibit “B” will survive the Termination of this Subscription Agreement.
SUPPORT AND SERVICE LEVEL
- Support Materials and examples for the Software listed in Exhibit “E” can be found at the following locations:
- Base Level support is “72 Hour – Attempt to Diagnose and Remedy”. This level of support has a commitment from Hank AI to make a best effort to diagnosis and remedy any issue with the Software identified by Subscriber within 72 hours from the time at which the issue was made known to Hank AI.
- The Subscriber may elect to upgrade to “24 Hour – Attempt to Diagnose and Remedy” support at any time during the Term for the corresponding fee represented in the Order Form by notifying contact in Exhibit “D”. The additional monthly fee which will be charged monthly for the remainder of Term and subsequent Terms. This level of support has a commitment from Hank AI to make a best effort to diagnosis and remedy any issue with the Software identified by Subscriber within 24 hours from the time at which the issue was made known to Hank AI.
- Hank AI cannot and does not endorse, certify, or verify the functionality, integrity, safety, security, performance, or practices of the Subscribers developers or employees who use the Software or Services.
- To the extent permitted by the law, the Subscriber will indemnify, defend, and hold harmless Hank AI from and against any Claim brought by a third party arising out of or in any way related to (i) Subscribers use of or inability to use the Software or Services, or (ii) a third party’s use of or inability to use the Software or Services on Subscribers behalf. In the event that HANK is found liable to Client for breach of contract, breach of warranty, negligence or any other theory of liability, the liability of HANK and its agents and employees shall be and hereby is expressly limited to a sum equal to twice the compensation paid by Client to HANK for the Services provided under this Agreement.
- Neither party will be liable for failure or delay in performing its obligations if such failure or delay is due to circumstances beyond such party’s reasonable control, including acts of God, fire, acts of a common enemy, war, actual or threatened terrorism, third-party criminal acts, civil disturbance, embargo, law or governmental regulations, or labor dispute.
- Fees will be invoiced monthly, in most circumstances. All Fees charged are payable immediately upon receipt of invoice. Any outstanding balance beyond 30 days of invoicing may result in revocation of access to Software and suspension of Services until outstanding balance is paid in full.
- This Agreement will be governed by and construed in accordance with the laws of South Carolina, USA without reference to its conflicts of laws principles, and any action arising out of or relating to this Subscription agreement will be brought exclusively in Lexington County, South Carolina. You consent to the personal jurisdiction and venue of the state and federal courts located in Lexington County, South Carolina.
- Hank AI and Subscriber are independent contractors and not each other’s agents. Except to the extent expressly specified, this Agreement does not create third-party beneficiaries. Hank AI and Subscriber are not joint employers of the other’s employees and do not have the right to make employment decisions about the other’s employees.
- Client agrees that during the term of this Agreement and for a period of one (1) year after this Agreement has been terminated, it will not, in any manner, directly or indirectly, on behalf of Client or any other person or entity, solicit, hire, employ, endeavor to employ, or otherwise induce, or attempt to solicit, hire, employ, endeavor to employ, or otherwise induce, any of HANK’s employees or subcontractors. The Parties agree that the terms and provisions of this Section 8 shall survive the termination of this Agreement.
- Notice required under this Agreement will be delivered via email to Subscribers designated Agreement point of contacts listed in Exhibit “D”.
Agreement Point of Contact List
To contact Hank AI for purposes of notice regarding this Agreement:
Notice Via Email: [email protected]
Support Via Email: [email protected]
Attention: Legal Department
711 E. Main Street, Suite E, Lexington, South Carolina 29072
Via Phone: 1-904-GET-HANK (1-904-438-4265)
To contact Subscriber for purposes of notice regarding this Agreement:
Subscriber Contact(s) Via Email: