The following terms and conditions govern all use of the mypenni.com and penni.app ("websites") and all content, services and products available at or through the websites, including, but not limited to, Penni, our agency management software, and Bloodhound, our employee screening software. The websites are owned and operated by Halosoft LLC (“Halosoft”). The websites are offered subject to user acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our privacy policy) and procedures that may be published from time to time on these websites by Halosoft (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the websites. By accessing or using any part of these websites, users agree to become bound by the terms and conditions of this Agreement. Persons that do not agree to all the terms and conditions of this Agreement may not access these websites or use any services. If these terms and conditions are considered an offer by Halosoft, acceptance is expressly limited to these terms.

• 1. Your MyPenni.com Account and Site.

  Persons (singular "user", collectively, "users") that create a subscription account ("user account") on mypenni.com and / or penni.app are responsible for maintaining the security of the user account, and are fully responsible for all activities that occur under the account and any other actions taken in connection with the user account. Users must immediately notify Halosoft of any unauthorized use(s) of the user account or any other breach(es) of security. Halosoft will not be liable for any acts or omissions by users, including any damages of any kind incurred as a result of such acts or omissions.

• 2. Payment and Renewal.
  • 2.1. General Terms.

    Optional pricing subscriptions are available on the websites (any such services, a “Subscription”). By selecting a Subscription users agree to pay Halosoft the monthly subscription fees for that service. Payments will be charged as described in section 2.4 below. Subscription fees are not refundable.

  • 2.2. Subscription Policies.
    • 2.2.1. For mypenni.com accounts.
      • 2.2.1.1. Current Subscription: the Subscription plan is based on the number of active clients maintained for the user account during the invoice period. The number of active clients is the number of clients with the client status set to "Active", or the number of unique clients with visits regardless of client status, whichever is highest.
      • 2.2.1.2. Upgrades: the Subscription will upgrade to the appropriate Subscription plan automatically when the number of active clients exceeds the number of clients available the user account's current Subscription plan (see http://www.mypenni.com/pricing.html for plans).
      • 2.2.1.3. Downgrades: Should a user believe that the user account Subscription plan should be downgraded, the user should immediately Halosoft, in writing, at support@mypenni.com. If Halosoft reviews the number of active clients and determines that the user account Subscription plan should be downgraded, then the user account Subscription plan will be downgraded into the proper Subscription plan.
      • 2.2.1.4. Refunds for Downgrades: After a downgrade, and at the sole discretion of Halosoft, a partial refund of overpayment may be offered for up to two months of payments made in a higher priced Subscription plan. Refunds will not be offered for more than two months; therefore, it is imperative that users ensure that the correct number of active clients is maintained and that user account is in the proper Subscription plan.
    • 2.2.2. For penni.app accounts.
      • 2.2.2.1. Current Subscription: the Subscription plan is based on the number of employees, physicians, vendors and nurses records (collectively known as "entities") maintained in the user account. Subscription pricing is based on the total number of entities stored in the database for the user account.
  • 2.3. Automatic Renewal.

    Subscriptions are automatically renewed each month unless Halosoft is notified of user account cancellation prior to the renewal date. Notification must be made by email to "support@mypenni.com", or by using the website "Cancel Subscription" feature.

  • 2.4. Invoices, Payments and Past Due Accounts.
    
    • 2.4.1. Invoices are post-billed each month on the monthly anniversary of the initial subscription date. The invoice date may be modified by written agreement between Halosoft and user. The subscription period covered by the invoice is the month prior to the date that the invoice is generated. An invoice may be forgiven and / or waived if the user chooses to cancel the Subscription, by using the website "Cancel Subscription" feature, or by emailing a cancellation notice to "support@mypenni.com".
    • 2.4.2. Payments are due on the date invoices are generated. The payment method associated with the user account will be charged on the same day the invoice is generated. Should the payment fail, the following will occur:
      • 2.4.2.1. Halosoft will attempt to retry the charge in the following days
      • 2.4.2.2. Halosoft will send an email notification to the email address on file
      • 2.4.2.3. Halosoft will add a lock out notice to Penni (shown after a user authenticates)
    • 2.4.3. User accounts with Invoices that are past due more than 15 days will be "Locked Out". This means that users will not be able to login to mypenni.com or penni.app, nor will any of the website features be available.
    • 2.4.4. User accounts with Invoices that are past due more than 45 days will be "Cancelled" and their Subscription will be terminated. All functionality for the user account will be turned off.
    • 2.4.5. In order for a user account to remove "Locked Out" or "Cancelled" status, the user must pay all past due Invoices. Such payments must clear Halosoft's payment processing system before the user account status will change back to "Active" (with full website).
    • 2.4.6. Halosoft reserves the right to remove any data associated with a "Cancelled" user account. Should the "Cancelled" user account data be removed, it will no longer be available. Should the user decide to renew the Subscription at a later date, the user may need to re-enter all prior data.
• 3. Intellectual Property.

  This Agreement does not transfer from Halosoft to users any Halosoft or third party intellectual property, and all rights, title and interest in and to such property will remain (as between the parties) solely with Halosoft. Halosoft, Penni, mypenni.com, Bloodhound, penni.app, the Penni logo, and all other trademarks, service marks, graphics and logos used in connection with mypenni.com, and penni.app are trademarks or registered trademarks of Halosoft or Halosoft’s licensors. Other trademarks, service marks, graphics and logos used in connection with the websites may be the trademarks of other third parties. Use of the Website grants users no right or license to reproduce or otherwise use any Halosoft or third-party trademarks.

• 4. Changes.

  Halosoft reserves the right, at its sole discretion, to modify or replace any part of this Agreement. Users are responsible for checking this Agreement periodically for changes. Continued use of or access to the websites following the posting of any changes to this Agreement constitutes acceptance of those changes. Halosoft may also, in the future, offer new services and / or features through the websites (including, the release of new services and resources). Such new features and / or services shall be subject to the terms and conditions of this Agreement.

• 5. Termination.
  • 5.1. Without Subscription.

    Either Halosoft or user may terminate user access to all or any part of the websites at any time, with or without cause, with or without notice, effective immediately. If a user wishes to terminate this Agreement, the user may simply discontinue using the websites. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

  • 5.2. With Non-Payment of Subscription.

    Halosoft may terminate user access to all or any part of the websites due to non-payment of invoices in accordance with Section 2 of this agreement. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

  • 5.3. By Written Notice.
    • 5.3.1. Halosoft may terminate user access by providing email notification to the user. The email notification will be sent to the user email account on file. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
    • 5.3.2. Users may terminate user access by providing email notification to support@mypenni.com. In addition a user may terminate user access by using the website "Cancel Subscription" feature, which will automatically provide written notification to Halosoft. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

• 6. Disclaimer of Warranties.

  The websites are provided “as is”. Halosoft and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Halosoft nor its suppliers and licensors, makes any warranty that the websites will be error free or that access thereto will be continuous or uninterrupted. Users understand that use of the website services and content is at their own discretion and risk.

• 7. Limitation of Liability.

  In no event will Halosoft, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by user to Halosoft under this agreement during the twelve (12) month period prior to the cause of action. Halosoft shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

• 8. General Representation and Warranty.

  By using the websites, users represent and warrant that (i) use of the Website will be in strict accordance with the Halosoft Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in the user's country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which the user resides) and (ii) use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

• 9. Indemnification.

  User agrees to indemnify and hold harmless Halosoft, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of use of the websites, including but not limited to user violation of this Agreement.

• 10. Miscellaneous.

  This Agreement constitutes the entire agreement between Halosoft and user concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Halosoft, or by the posting by Halosoft of a revised version of this Agreement. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of these websites will be governed by the laws of the state of Texas, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Harris County, Texas. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Houston, Texas, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Users may assign user rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Halosoft may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

  This document was updated on September 2, 2020.