HerdmanHealth wants to demonstrate its commitment to your privacy and has displayed its privacy statement for your review:

If you have any concerns regarding this statement, you should contact Virtual Speech Center’s privacy administrator by email at [email protected]

Changes to this Privacy Statement:

We reserve the right to modify this privacy statement, and will publish notification on our web site no less than 30 days before the statement modifications take effect.

Information Collection and Use

HerdmanHealth located at 7525 S. Hampton Rd., Lincoln, NE 68506, email: [email protected] is the organization collecting the Personally Identifiable Information and/or Third Party Personally Identifiable Information through the Site.

When a user contracts HerdmanHealth services, the user is required to provide such information as their name, company name, address, phone number, e-mail address, product selection, and billing information. It is possible that we will also ask for additional information such as company industry, number of employees, etc., at the time our service is contracted or if interest in our services is expressed. It is optional for customers to provide this additional information, and users may choose not to do so when they activate services with HerdmanHealth or request information on our services.

When HerdmanHealth captures user information upon sign-up, we use the client information to activate the customer account. Once a client has signed up with HerdmanHealth, future mailing may periodically be sent out to the HerdmanHealth client base, introducing new products, product updates, and important HerdmanHealth news and information. Our users and clients have the option of receiving the HerdmanHealth company newsletter. Should a client choose to receive the newsletter via e-mail, we will not distribute the user e-mail address for any other purpose than the sending of our newsletter or other HerdmanHealth service information. If a user would like to cease receiving the newsletter or other promotional e-mail correspondence from HerdmanHealth, they may send an e-mail request to service to [email protected] and immediately be removed from future mailings. HerdmanHealth requires a valid, working e-mail address upon account setup in order to send our client account information details, including a welcome packet, and account username and password.

HerdmanHealth does not disclose any user/customer information to any third party, other than what we explicitly state upon account activation. Billing and financial information is required upon account activation for HerdmanHealth to bill for services rendered. HerdmanHealth will only use this billing information to verify the validity of the account, and bill for HerdmanHealth services. When HerdmanHealth bills for services rendered, a third-party processing company is used to charge customer credit cards and collect payment. This third-party is used only to process credit card charges, and does not store or distribute customer credit card or billing information.

HerdmanHealth users are solely and individually responsible for maintaining the privacy and confidentiality of their own data, as well as their usernames and passwords. HerdmanHealth may collect information from visitors to the web site. Most commonly, we may collect the Internet addresses of site visitors. We use the information that we log from the website to both improve our services, and help troubleshoot possible website problems. We may also analyze non-identifying statistics that we collect from website visitor usage, and provide this data to qualified third parties.

Cookies Security protocols put into operation by HerdmanHealth are determined by encrypted session Ids and dynamic data. Should you select to activate the HerdmanHealth “Remember Me” feature, we will use a “cookie” that contains partial or full authentication information depending on your preference. The cookie will reside on your local system. Further, We use a third party to provide statistical analysis regarding our users use of the web sites and may set cookies in order to gather the information needed to perform their statistical analysis. The information collected by the third party cookies does not contain any personal information or can be linked back to any individual user.

Log Files

We use IP addresses to analyze trends, administer the site, track user’s movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


Our web site contains links to other sites. Please be aware that HerdmanHealth is not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of each and every web site that collects personally identifiable information. This privacy statement applies solely to information collected by this Web site or the HerdmanHealth application.


From time-to-time our site requests information from users via surveys. Participation in these surveys is completely voluntary and the user therefore has a choice whether or not to disclose this information. Information requested may include contact information and demographic information. Survey information will be used for purposes of monitoring or improving the use and satisfaction of this site or of the HerdmanHealth application.


HerdmanHealth has chosen to implement the latest technology that allows for the highest levels of Internet security that are possible today. Your information is encrypted and authenticated, using Secure Socket Layer (SSL) technology. The SSL systems provide complete data security for you and your users, and the authentication ensures that your valuable content is available only to registered users, and is not accessible to unwanted parties. Each registered user is provided with a unique username and password. Each time a user logs onto website, he can only be authenticated and allowed access using the correct username and password that has been assigned. A session is issued for the purpose of capturing encrypted authentication data for the length of the session. Neither the username nor the password is included in the session. Security protocols put into operation by HerdmanHealth are determined by encrypted session Ids and dynamic data.

Opt-Out Policy

HerdmanHealth offers its visitors and customers a means to choose how we may use information provided. If, at any time after registering for information or ordering Services, you change your mind about receiving information from us, send us a request specifying your new choice. Simply send your request to [email protected]

Correcting and Updating Your Information

To update billing information or discontinue the Service please email info at [email protected].



Updated/Amended August 1, 2020

This Master Agreement, including Terms of Service, and License Agreement, (this “Agreement”) is by and between HerdmanHealth LLC (“HerdmanHealth”), and the Licensed User (“Licensed User”, “User”, or “Party”). This Agreement includes the Acceptable Use Policy, Privacy Policy, DMCA Policy, and any current or future “Order” (as defined below in Article 1), and all such documents are incorporated by this reference.

HerdmanHealth provides a cloud-based assessment SaaS tool in a Software as a Service (SAAS) model with various tools, resources, and computing capacity (the “System”), which consists of technology hosted on HerdmanHealth provisioned servers and accessed remotely, via the cloudThe parties have agreed that HerdmanHealth will provide the System to Licensed User, now and pursuant to future Orders. Therefore, in consideration of the commitments set forth below, the adequacy of which consideration the parties hereby acknowledge, the parties agree to all the terms and conditions of this Agreement.

  1. DEFINITIONSThe following capitalized terms shall have the following meanings whenever used in this Agreement:
    1. AUP” means HerdmanHealth’s acceptable use policy found on the HerdmanHealth site.
    2. Cloud Components” means such elements of the System as HerdmanHealth hosts on its provisioned computing systems pursuant to the applicable Order.
    3. Licensed User” means a Party to this Agreement, while in good standing, or the Party’s employees and staff who are authorized to use Licensed Materials.
    4. Licensed User Data” means data in electronic form managed or stored by the System submitted by or on behalf of a Licensed User.
    5. Deliverables” means any report, data, services, or other solutions created pursuant to Professional Services by affiliates to HerdmanHealth and operating independently from HerdmanHealth not part of an Order.
    6. Licensed Materials” means the Software as a Service (SaaS) residing in the Cloud Components; media, software products, training products, documents and forms and related products and/or materials, in any form, used or provided as part of the HerdmanHealth online service; copyright-claimed expressions residing in the Cloud Components; logos, trademarks, HerdmanHealth branding and goodwill; and website layout functionality and design features of the HerdmanHealth online site and service. All information and materials appearing on the HerdmanHealth Website and all online services offered as HerdmanHealth, including without limitation any and all site text, site layout, site functionality, site toolsets and design features, and menus are protected by U.S. and International copyright laws. Ownership of said information and materials (“the HerdmanHealth Copyright Information”) lies exclusively with HerdmanHealth or its affiliates; and except as specifically permitted, no portion of this website or the HerdmanHealth Copyright Information or Licensed Materials may be distributed or reproduced by any means, or in any form, without HerdmanHealth’s prior written permission.
    7. Order” means an order or subscription for access to the System and Licensed Materials, executed with HerdmanHealth.
    8. Privacy Policy” means the HerdmanHealth Privacy Policy posted on the HerdmanHealth website.
    9. Professional Services” means such services by an affiliate of HerdmanHealth and referred by HerdmanHealth to the Licensed User separate from and outside this Agreement.
    10. User” means any entity who uses the System on Licensed User’s behalf or through Licensed User’s account or passwords.
    11. PHI” means Protected Health Information. According to the U.S. Department of Health and Human Services (HHS), PHI is individually identifiable health information that is “held or transmitted by a covered entity or its business associate, in any form or media, whether electronic, paper, or oral.”


    1. Use of the System. During the Term (see Section 13.1, below), Licensed User may access and use the Cloud Components pursuant to: (a) this Master Agreement; (b) the terms of any current Order, including such features and functions as the Order allows; and (c) HerdmanHealth’s policies posted on its Website, including any updates as they may appear from time to time.
    2. System Revisions. HerdmanHealth may revise the features and functions of the Cloud Components at any time, provided no such revision materially reduces features or functionality provided pursuant to an Order.
    3. Onboarding. HerdmanHealth offers initial training to Licensed User concerning the functionality and orientation of HerdmanHealth. Onboarding is not instructional concerning HIPAA requirements, and Licensed User agrees that HerdmanHealth does not offer substantive instruction on HIPAA compliance, and further agrees to release, hold harmless and indemnify HerdmanHealth concerning any claim, suit, or proceeding in any way connected to or originating from the Onboarding training. The Parties agree that Onboarding is training to orient the Licensed User on HerdmanHealth platform functionality to aid Licensed User under this Agreement. Any Onboarding training provided on behalf of HerdmanHealth to Licensed User by a third party shall not change Licensed User’s agreements and duties under this subsection.


    1. License. HerdmanHealth hereby grants Licensed User a nonexclusive license to use the Licensed Materials, and to reproduce any forms offered for use by the System, as is set forth on the applicable Order, as necessary for Licensed User’s internal business purposes and solely as a component of the System offered to and accepted by Licensed User, provided Licensed User complies with the restrictions set forth below in Section 2 (Restrictions on Rights). Such internal business purposes do not include use by any parent, subsidiary, or affiliate of Licensed User, or any other third party other than Licensed User’s staff as specifically authorized in this Agreement or Order, and Licensed User shall not permit any such use.
    2. Restrictions on Rights. Copies of the Licensed Materials created or transferred pursuant to this Agreement are licensed, not sold, and Licensed User receives no title to or ownership of the Licensed Materials. Furthermore, Licensed User receives no rights to the Licensed Materials other than those specifically granted in Section 1 above. Without limiting the generality of the foregoing, Licensed User or User shall not: (a) modify, create derivative works from, distribute, sell, publicly display, publicly perform, or sublicense the Licensed Materials; (b) use the Licensed Materials in any way forbidden by Section 7.1 below; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Licensed Materials’ source code. Moreover, Licensed User shall not allow third parties to violate this section 3.2.
    3. Delivery. HerdmanHealth shall provide the Licensed Materials to Licensed User, through online access via its Cloud Components, including forms and other Licensed Materials for electronic download, upon agreeing to subscribe to the service and receiving Licensed User access credentials from HerdmanHealth.


    1. Provision of Professional Services. HerdmanHealth may refer a Party seeking Professional Services through its partner network, and Licensed User may negotiate directly with the referred Professional Services provider, which will not be part of this Agreement.
    2. Deliverables. HerdmanHealth provides no warranty, does not endorse or recommend, and is not responsible for any Professional Services.


  1. FEES. Licensed User shall pay HerdmanHealth the fee set forth in each Order (the “Subscription Fee”) for each Term. Licensed User is responsible to compensate HerdmanHealth for all fees incurred by HerdmanHealth for declined payments, and related financial fees for declined payments by the Licensed User.


    1. Use of Licensed User Data. Use of the Cloud Components by a Licensed User involves data insertion or data field elections concerning HIPAA-related compliance options, with the resulting selections resulting in data population onto the HerdmanHealth cloud platform (not including PHI, which is expressly prohibited). By facilitating data insertion or data field elections for purposes of enabling a Licensed User to utilize the system does not mean that HerdmanHealth has any duty or obligation, nor warrants, that Licensed User’s data and forms are the responsibility of HerdmanHealth for storage, availability, security, data integrity, or for any other purpose other than to assist Licensed User to achieve its objectives for use of the system. Other user data will include personal information about a Licensed User. Unless it receives Licensed User’s prior written consent, or as provided under the Privacy Policy, HerdmanHealth: (a) shall not access, process, or otherwise use Licensed User Data other than as necessary to facilitate the System; and (b) shall not intentionally grant any third-party access to Licensed User Data, including without limitation HerdmanHealth’s other Licensed Users. Notwithstanding the foregoing, HerdmanHealth may disclose Licensed User Data as required by applicable law or by proper legal or governmental authority. HerdmanHealth shall give Licensed User prompt notice of any such legal or governmental demand, unless prohibited by law, and reasonably cooperate with Licensed User in any effort to seek a protective order or otherwise to contest such required disclosure, at Licensed User’s expense.
    2. Privacy Policy. The Privacy Policy applies only to the HerdmanHealth SaaS service offering and not the provisioned Cloud Components which are maintained by a third party. Upon request, HerdmanHealth will provide Licensed User with third party Privacy Policy information. The HerdmanHealth Privacy Policy does not apply to any third-party website or service linked to the System or recommended or referred to through the System or by HerdmanHealth’s staff.
    3. Risk of Exposure. Licensed User recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Licensed User assumes such risks. Licensed User’s own credentials to access the HerdmanHealth site face the risk of compromise and theft through security errors or omissions occurring on the Licensed User’s own network or computing system. HerdmanHealth offers no representation, warranty, or guarantee that Licensed User Data will not be exposed or disclosed through errors or the actions of third parties; and HerdmanHealth shall not be responsible for maintaining data or records for Licensed User, and that therefore Licensed User acknowledges and agrees that it remains Licensed User’s duty and responsibility to store or maintain its records under its own, separate storage arrangements.
    4. Data Accuracy. HerdmanHealth shall have no responsibility or liability for the accuracy of data uploaded to the System by Licensed User, including without limitation Licensed User Data and any other data uploaded by Users.
    5. Data Deletion. HerdmanHealth may permanently erase Licensed User Data if Licensed User’s account is delinquent, suspended, or terminated for 30 days or more. Since PHI data is prohibited from upload onto the System, it is subject to deletion, reporting to appropriate HIPAA compliance offices, and other appropriate handling by HerdmanHealth to remedy any User’s error in uploaded PHI data, and not precluding other remedies deemed appropriate by HerdmanHealth in its sole discretion.
    6. Excluded Data. Licensed User represents and warrants that Licensed User Data does not and will not include, and Licensed User has not and shall not upload or transmit to HerdmanHealth’s computers or other media, any data (“Excluded Data”) which upon transition would violate: HIPAA/HITECH; a state privacy statute or any US law or regulation that restricts data transmission as afforded by HerdmanHealth Cloud Components; and any international privacy provision that would be violated by using HerdmanHealth (the “Excluded Data Laws“). LICENSED USER RECOGNIZES AND AGREES THAT: (a) HERDMANHEALTH HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA; (b) HerdmanHealth EXPRESSLY PROHIBITS USER UPLOADING SPECIFIED SENSITIVE EXCLUDED DATA IN ITS TERMS OF SERVICE AND VIOLATIONS OF THE TERMS OF SERVICE PROVIDE CERTAIN REMEDIES, WHICH ARE NOT EXCLUSIVE TO HERDMANHEALTH; and (c) HERDMANHEALTH’S SYSTEMS ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED DATA.
    7. Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 6, HerdmanHealth may use, reproduce Aggregate Data in order to analyze the performance of the SaaS product, to monitor trends in order to improve the service, or for other trend analysis or other analytic purposes in order to improve the service offering (“Aggregate Data” refers to Licensed User Data with the following removed: personally identifiable information and the names and addresses of Licensed User and any of its Users.)


  1. Acceptable Use. Licensed User shall comply with the AUP. Licensed User shall not: (a) allow third parties to use the System, except as specifically authorized by this Agreement; (b) provide System passwords or other log-in information to any third party, except Licensed User’s staff as specifically authorized by this Agreement; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section 1, including without limitation by Users, HerdmanHealth may suspend Licensed User’s access to the System without advanced notice, in addition to such other remedies as HerdmanHealth may have. Neither this Agreement nor the AUP requires that HerdmanHealth take any action against Licensed User or any User or other third party for violating the AUP, this Section 7.1, or this Agreement, but HerdmanHealth is free to take any such action it sees fit.
  2. Unauthorized Access. Licensed User shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Licensed User shall notify HerdmanHealth immediately of any known or suspected unauthorized use of the System or compromise of its security and shall use best efforts to stop said compromise.
  3. Reasonable Security. Licensed User represents and warrants that Licensed User presently undertakes, or agrees under this Agreement through the ordering of Professionals Services that it will undertake commercially reasonable cybersecurity measures to ensure the confidentiality, integrity, and availability of its computing systems, Internet attack surfaces, and supply chain for the purposes of providing information assurance and trustworthiness of its business operations, and further agrees to indemnify HerdmanHealth for any losses or damages sustained by HerdmanHealth and its affiliates and other users of HerdmanHealth for damages sustained as a result of Licensed User’s errors or omissions that are the proximate cause of those damages by HerdmanHealth and its affiliates and other third parties.
  4. Other Users; System Access. Licensed User is responsible and liable for: (a) Other Users’ use of the System, including without limitation unauthorized User conduct and any User conduct that would violate the AUP or the requirements of this Agreement applicable to Licensed User; and (b) any use of the System through Licensed User’s account, whether authorized or unauthorized.
  5. Maintenance of Forms, Records, and Important Data. It shall remain the sole responsibility of Licensed User, irrespective of Licensed User’s actions to input data, records, forms and any information onto the system, and notwithstanding any other term in this agreement or other understandings or implied relationship between the Parties, to maintain its own documentation.
    • IP Rights in the System. HerdmanHealth retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Licensed User any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth Licensed User license rights to Licensed Materials. Licensed User recognizes that the System and its components are protected by copyright and other laws.
    • Feedback. HerdmanHealth has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Licensed User, or other Users, provide to HerdmanHealth, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict HerdmanHealth’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Licensed User or other User in question. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of HerdmanHealth’s products or services.)


    • Injunction. Licensed User agrees that business processes, methods and other information contained on the HerdmanHealth website is Confidential Information, and that HerdmanHealth is entitled to protect its proprietary information in any way it sees fit. Licensed User further agrees that loss of proprietary information would cause HerdmanHealth irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, HerdmanHealth will be entitled to injunctive relief against such disclosure or threatened disclosure of its Confidential Information, without proving actual damage or posting a bond or other security.
    • Termination & Return. With respect to Confidential Information, the remedies of Section 1 above (Injunction) will terminate five years after the date of disclosure or threatened disclosure. Upon termination of this Agreement, Licensed User shall return all copies of Confidential Information to HerdmanHealth or certify, in writing, the destruction thereof.
    • Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. HerdmanHealth will retain all right, title, and interest in and to all Confidential Information.


  1. From HerdmanHealth.
    • Re IP Rights in the System. Subject to the next sentence, HerdmanHealth represents and warrants that HerdmanHealth is the owner of the SaaS service offering, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. HerdmanHealth’s representations and warranties in the preceding sentence do not apply to the extent that the infringement arises out of any of the conditions listed in Subsections 1(a) through 11.1(f) below. In the event of a breach of the warranty in this Section 10.1, HerdmanHealth, at its own expense, will promptly take the following actions: (i) secure for Licensed User the right to continue using the System; (ii) replace or modify the System to make it non-infringing; or (iii) terminate the infringing features of the Service and refund to Licensed User any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Licensed User’s right to terminate for breach where applicable, the preceding sentence states HerdmanHealth’s sole obligation and liability, and Licensed User’s sole remedy, for breach of the warranty in this Section 10.1 and for potential or actual intellectual property infringement by the System.
  2. From Licensed User.
    • Representation and Warranty terms contained in sections 6.6 and 7.3 above are hereby incorporated by reference.
    • Re Licensed User Itself. Licensed User represents and warrants that: (i) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (ii) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (iii) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.


    • From HerdmanHealth. HerdmanHealth shall defend and indemnify Licensed User and Licensed User’s Associates (as defined below in Section 3) against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, or trademark, or other intellectual property right by the System, and for no other claim, suit, or proceeding except for the listed infringement claims listed in this subsection 11.1. HerdmanHealth’s obligations set forth in this Section 11.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Licensed User’s breach of this Agreement; (b) Licensed User’s failure to incorporate Licensed Materials updates or upgrades that would have avoided the alleged infringement, provided HerdmanHealth offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (c) HerdmanHealth’s modification of Licensed Materials in compliance with specifications provided by Licensed User, including without limitation Deliverables to the extent created based on such specifications; (d) any Deliverable, if the disclosure provided at or before delivery states that such Deliverable incorporates third party software or other assets; or (e) use of the System in combination with hardware or software not provided by HerdmanHealth.
    • From Licensed User. Licensed User shall indemnify and defend HerdmanHealth and HerdmanHealth’s Associates (as defined below in Section 3) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Licensed User’s alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by other Users or by Licensed User’s employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Licensed User Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Licensed User’s account, including without limitation by Licensed User Data; (d) claims that use of the System through Licensed User’s account, including by Licensed User’s Clients or other Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims pursuant to the preceding sentence also include (f) claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Licensed User or of any of its agents, subcontractors, or employees; and additionally, claims arising out of errors or omissions as provided in sections 6.7 or 7.3, above.
    • Litigation & Additional Terms. The obligations of the indemnifying party (“Indemnitor”) pursuant to Section 1 or 11.2 above: (a) include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor’s expense and payment of judgments; and (b) will be excused to the extent that the other contracting party’s (“Indemnified Party’s”) or any of such Indemnified Party’s Associates’ failure to provide prompt notice of the Indemnified Claim or reasonably to cooperate materially prejudices the defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (A party’s “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)


        • For direct costs to the Licensed User: Total liability of HerdmanHealth shall not exceed three times the accumulated subscriptions paid by the Licensed User for all terms of service executed between the Parties and paid by Licensed User; or,
        • Liability for indirect, consequential, and economic losses shall not exceed $25,000 per occurrence from an incident arising out of or related to this Agreement causing damage to a Licensed User or third parties.
        • In no event will HerdmanHealth be liable for special or punitive damages arising out of or related to this Agreement. Total liability of HerdmanHealth for any damages shall not exceed the total insurance available for an incident arising out of or related to this agreement, including the allocation of Licensed User’s insurance that would cover Licensed User’s damages. The Parties agree that in calculating the liability of HerdmanHealth, Licensed User’s insurance coverage will first be determined and calculated before calculating any gap of coverage to attribute to the liability of HerdmanHealth.
    • Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 12 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF HerdmanHealth IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF LICENSED USER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 12, HerdmanHealth’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, HerdmanHealth’s liability limits and other rights set forth in this Article 12 apply likewise to HerdmanHealth’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
    • General Disclaimer. HerdmanHealth is a tool to aid Covered Entities to bring themselves into HIPAA compliance. In general, the structure of the HIPAA compliance regimen entails a set of broad principles, with instructions to take certain ‘reasonable steps’ or to disclose certain ‘minimum necessary’ information. The HIPAA compliance structure generally entails Covered Entities to define processes and to implement systems that conform to minimum requirements and are consistent with the broad objectives and principles contained within the overall framework. Though HerdmanHealth believes it has diligently incorporated HIPAA methods, minimum standards, and factors influencing security control selections, the HerdmanHealth User is ultimately responsible for properly implementing HIPAA. HerdmanHealth tools and the System are intended for education and assistance to the User, to guide it through its own HIPAA decision making and compliance efforts. RELIANCE ON ANY INFORMATION PRESENTED WITHIN THE HerdmanHealth SYSTEM IS AT THE USER’S OWN RISK. THE USER SHOULD RESEARCH HIPAA, HITECH and OTHER LAWS, REGULATIONS, GUIDES, AND BEST PRACTICE RESOURCES IN CONJUNCTION WITH HerdmanHealth TOOLS AND RESOURCES. SCORING IS NOT AN INDICATION OF HIPAA COMPLIANCE, BUT RATHER SIGNALS THE USER’S OVERALL HIPAA MATURITY AND ITS GENERAL CONFORMITY WITH HIPAA REQUIREMENTS. ANY INTERPRETATION OF LAW OR APPLICATION OF LAW OR REGULATION OUTLINED BY HIPAA IS NOT INTENDED AS LEGAL ADVICE AND HerdmanHealth IS NOT ENGAGED IN THE PRACTICE OF LAW. THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF INFORMATION IS NOT WARRANTED OR GUARANTEED. CONTACT HIPAA QUALIFIED LEGAL COUNSEL FOR LEGAL ADVICE CONCERNING HIPAA COMPLIANCE. THE TOOLS AND INFORMATION INCLUDED IN THE HerdmanHealth SYSTEM HELPS USERS ADDRESS FEDERAL HIPAA REQUIREMENTS; ANY STATE, LOCAL, CONTRACTUAL OR NONFEDERAL COMPLIANCE REQUIREMENTS ARE NOT PART OF HerdmanHealth. HerdmanHealth SHALL NOT BE RESPONSIBLE, AND LICENSED USER AGREES TO HOLD IT AND ITS AFFILIATES HARMLESS FOR THE UNAVAILABILITY OR LOSS OF DATA, FORMS OR RECORDS, AS IT SHALL BE THE RESPONSIBILITY OF LICENSED USER TO MAINTAIN ITS OWN RECORDS.


  1. Term & Termination.
    • Term. The term of this Agreement (the “Term”) shall commence on the date of the Order and will continue for the period contained in the Order. This Agreement will automatically renew for successive periods, as provided in the Order.
    • Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice, effective in 30 days unless the other party first cures such breach. Without limiting HerdmanHealth’s other rights and remedies, HerdmanHealth may suspend or terminate any Licensed User’s access to the System at any time, without advanced notice, if HerdmanHealth reasonably concludes such Licensed User’s or other User has conducted itself in a way that is not consistent with the requirements of the AUP or the other requirements of this Agreement, or in a way that subjects HerdmanHealth to potential liability.
    • Effects of Termination. Upon termination of this Agreement, Licensed User shall cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Licensed User to pay fees incurred before termination; (b) Articles and Sections 2 (Restrictions on Software Rights) 8 (IP & Feedback), 9 (Confidential Information), 10 (Warranty Disclaimers), 11 (Indemnification), and 12 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.


    • Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no HerdmanHealth employee or contractor will be an employee of Licensed User.
    • Notices. HerdmanHealth may send notices pursuant to this Agreement to Licensed User’s email contact points provided by Licensed User, and such notices will be deemed received 24 hours after they are sent. Licensed User may send notices pursuant to this Agreement to [email protected], and such notices will be deemed received 72 hours after they are sent.
    • Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
    • Assignment & Successors. Licensed User may not assign this Agreement or any of its rights or obligations hereunder without HerdmanHealth’s express written consent. Except to the extent forbidden in this Section 4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    • Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    • No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    • Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Colorado, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Colorado.
    • Conflicts. In the event of any conflict among the policies of HerdmanHealth, this Agreement, and any independent arrangement or agreements between HerdmanHealth and a Party to this Agreement, the following order of precedence will govern, with lower numbers governing over higher ones: (1) this Agreement excepting any incorporation of policies or arrangements that contribute to causing a conflict; and (2) any HerdmanHealth policy posted online, including without limitation the AUP or Privacy Policy. No other attachment incorporated into this Agreement or independent agreement that is executed after this Agreement will be construed to amend this Agreement unless it specifically states its intent to do so, cites the section or sections amended, and is executed by the Parties.
    • Construction. The parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either party by reason of authorship.
    • Technology Export. Licensed User shall not: (a) permit any third party to access or use the System in violation of any U.S. law or regulation; or (b) export any software provided by HerdmanHealth or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Licensed User shall not permit any third party to access or use the System in, or export such software to, a country subject to a United States embargo, including any new laws that may become enacted subject to the effective date of this Agreement.
    • Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    • Amendment. This Agreement may not be amended except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 13, HerdmanHealth may revise the Privacy Policy and Acceptable Use Policy at any time by posting a new version of either at the Website, and such new version will become effective on the date it is posted.


Terms and Conditions

Last updated: July 26, 2020

Please read these terms and conditions carefully before using Our Service.

Interpretation and Definitions


The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.


For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

  • Country refers to: Nebraska, United States

  • Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to HerdmanHealth LLC, 7525 S. Hampton Rd,. Lincoln, NE 68506.

  • Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

  • Service refers to the Website.

  • Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service. This Terms and Conditions agreement has been created with the help of the Terms and Conditions Generator.

  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

  • Website refers to HerdmanHealth, accessible from

  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.


These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.


We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver


If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.


Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us: