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Terms of Service

Effective

These Terms are the agreement between DeviceHero and your organization. DeviceHero is business software for medical device companies: contacts and sales, inventory and purchasing, accounting, quality and regulatory records, documents and signing, forms, and an AI assistant called Hero.

They are written to be read, and the sections that describe how DeviceHero behaves describe it as it works today; Changes to these Terms and to DeviceHero says how you will hear when that changes. Read them with our Privacy Policy, which explains what DeviceHero does with personal information — including the mail in a Google or Microsoft mailbox you connect.

Four sections to read closely

Connected accounts and mailboxes sets out what you authorize when you let DeviceHero read and send your email. Hero and other AI features says what AI can and cannot do here. Email you send through DeviceHero makes clear that you are the sender. Regulated records and health information is the one people most often assume they can skip: DeviceHero helps you keep records, and it does not make you compliant with anything.

1. The agreement

These Terms of Service (“Terms”) are an agreement between DeviceHero (“we”, “us”) and the organization that uses our software (“you”). “DeviceHero” is the name of that software, our websites and everything in them; “we” and “us” always mean the company behind it.

You accept these Terms when you create a workspace, sign an order form that refers to them, or use DeviceHero. If you accept them for an organization, you confirm that you have authority to bind it. If you do not have that authority, or you do not agree, do not use DeviceHero.

The people you let into your workspace (your “users”) use DeviceHero under your account. You are responsible for their use of it, and each user agrees to follow the parts of these Terms that apply to how they use DeviceHero.

The agreement is made up of these Terms and any order form that you and we sign and that refers to them. If an order form conflicts with these Terms, the order form controls for that order.

Our Privacy Policy explains how we handle personal information, including data from the Google and Microsoft accounts you connect. Please read it with these Terms.

Words we use

  • Workspace means your organization’s account in DeviceHero, with its members, records and settings.
  • Customer Data means the information you and your users put into your workspace or have DeviceHero collect for it — records, files, messages, email and attachments read from connected mailboxes, and data from other connected accounts — and the output DeviceHero produces from it for you, including the output of AI features.
  • Order form means a document that you and we sign for DeviceHero, if there is one.

2. Who may use DeviceHero

DeviceHero is for businesses and other organizations: medical device companies and the people who work with them. It is not for personal, family or household use.

To use DeviceHero you must be at least 18 years old and able to enter into a binding contract. You may not use it if the law, or the export and sanctions terms in General terms, bar you from doing so.

3. Accounts and workspaces

Your organization uses DeviceHero through a workspace. Each workspace has one owner, named when the workspace is created. The owner can do everything an HR admin can, and a few things only the owner can, such as exporting the workspace. DeviceHero has no way to hand the ownership of a workspace to someone else; if you need that, write to us.

The owner and any HR admin can invite people, choose each person’s role (employee, manager or HR admin) and deactivate members. A member’s role decides what they can see and do; pay and personnel records, for example, are limited by role. One person can belong to more than one workspace with the same sign-in.

An invitation can be accepted only by the email address it was sent to, and it works for 14 days. After that, a new invitation is needed.

You are responsible for:

  • who you let into your workspace and the role you give each person;
  • everything done through your users’ accounts;
  • your users keeping their passwords, and the Google or Microsoft accounts they sign in with, secure; and
  • telling us promptly at support@devicehero.app if you think an account has been compromised.

Deactivating a member ends their access to the workspace and stops DeviceHero reading any mailbox they connected. The records they created stay in the workspace. The owner cannot be deactivated.

If we reasonably believe an account is compromised or being misused, we may ask you to deactivate it, and we may suspend access as described in Suspension and termination.

4. Your data

You own your data

As between you and us, you own your Customer Data. We claim no ownership of it.

You give us permission to host, copy, process, transmit and display Customer Data only as needed to provide DeviceHero to you, to keep it secure, to support you when you ask, to prevent abuse and to comply with the law. That includes passing Customer Data to the service providers that help us run DeviceHero, as the Privacy Policy describes.

We do not sell Customer Data and do not use it for advertising. Our staff access it only for the purposes above, and data from connected Google accounts only in the cases the Google section of the Privacy Policy sets out.

We protect Customer Data with the safeguards described in the security section of our Privacy Policy. DeviceHero is hosted in the United States. Some of the services it relies on, such as the address search service, process data outside the United States.

Your responsibilities for your data

You are responsible for your Customer Data, and for having the rights, notices and consents the law requires to put it into DeviceHero and to have us process it for you. That includes information about other people: your contacts and customers, your employees and their dependents, the people who write to a mailbox you connect, and anyone who fills in your forms, signs your documents or visits your data rooms.

If you use DeviceHero to collect information from others, through a public form, a signing request, a data room, a task request or a website you publish, you are responsible for telling them how you will use it. DeviceHero records the IP address and browser of people who open signing links and data rooms and of people who answer a task request, and keeps that record for your workspace.

The healthcare provider information in DeviceHero’s prospect search comes from public U.S. government datasets, such as the NPPES registry and CMS Medicare data. When you save a provider, add them to your CRM or contact them, you are responsible for doing so lawfully.

Exporting your data

While your workspace is active, the workspace owner can export it at any time from Settings → Workspace. An export is one archive holding your records, in a machine-readable format (JSON), and your stored files. It can be downloaded for seven days. If a workspace is too large to export in one archive, contact us.

An export deliberately leaves four things out:

  • stored credentials and access tokens for connected accounts;
  • full tax identification numbers, which DeviceHero only ever shows masked;
  • employees’ voluntary self-identification records, which are only ever reported in aggregate; and
  • mail read from a connected mailbox. That is one person’s own correspondence and no colleague sees it in the app, so it is not handed to the owner in an export either. What your workspace keeps from that mail — contacts, activity and captured receipts — is exported.

Because mail stays out of the workspace export, the person whose mailbox it is gets their own copy a different way: write to support@devicehero.app from that address and we will send you what DeviceHero still holds from it, which is the record described in Connected accounts and mailboxes.

Information about how DeviceHero is used

We record how DeviceHero is used, such as which features are used, how often, and how the service performs, and we use that information, in aggregated or de-identified form, to run, secure and improve DeviceHero. It does not include the content of your records or your email.

5. Connected accounts and mailboxes

You can connect DeviceHero to accounts you hold with other providers:

  • Google, to sign in and to read and send Gmail;
  • Microsoft, to sign in and to read and send Outlook and Microsoft 365 mail;
  • Plaid, to bring in bank and card transactions;
  • Stripe, to accept payments on your invoices; and
  • Gusto, for payroll and benefits.

Each connected account is governed by your agreement with its provider, and the provider, not DeviceHero, is responsible for its service. Connect only accounts and mailboxes you are authorized to use. A shared address that belongs to your organization, such as a support mailbox, may be connected only by someone your organization allows to connect it.

Connecting a mailbox

When you sign in with Google or Microsoft, or connect a mailbox from DeviceHero, you are asked to let DeviceHero read and send email. You can decline and still sign in. If you allow it, you authorize DeviceHero to:

  • read the messages in your Inbox (the last 90 days at first, then each new message while the mailbox stays connected) and keep them for a limited time;
  • use AI to work out which messages are business correspondence, summarize them as activity on your workspace’s contacts, and add new contacts for customers, prospects, investors, partners, vendors, consultants and others outside your company worth keeping on the record;
  • capture receipts from attachments. This is on unless someone in your workspace switches it off, or narrows it to one address, under Settings → Business & tax → Receipts mailbox; and
  • send email from your mailbox when you send something from DeviceHero yourself — and, if you make that mailbox your workspace’s support address, when a colleague sends a support reply. Email you send through DeviceHero sets out both.

Contacts, activity and receipts created from your mail are records of your workspace that your colleagues can see. The list of messages imported from your mailbox is visible only to you. If you sign in to more than one workspace with the same account, your mailbox is connected in each of them.

The Google and Microsoft section of our Privacy Policy describes exactly what DeviceHero reads, stores, shares and deletes, and for how long.

DeviceHero's use and transfer of information received from Google APIs, including Google Workspace APIs such as Gmail, will adhere to the Google API Services User Data Policy (opens in a new tab), including the Limited Use requirements (opens in a new tab).

Disconnecting

You can disconnect your mailbox at any time from Settings → Your mailbox, and deactivating a member disconnects every mailbox that person connected. Reading stops at once, and the text and preview of every message already read from that mailbox is deleted in the same act. DeviceHero then asks Google to revoke its access. That is a best effort: if Google cannot be reached, the mailbox is still disconnected here, but the permission stays live at Google until you remove it yourself at myaccount.google.com/connections (opens in a new tab). Microsoft offers no way for an app to revoke its own access, so remove DeviceHero from the app permissions in your Microsoft account.

Two things to know. Revoking at Google revokes DeviceHero as a whole, so if you connected the same mailbox in two workspaces, reading stops in both. And disconnecting is not deletion: the record of each message that was read — who it was from and to, its subject and its dates, with no text — stays visible to you alone until it is deleted on its normal schedule, and the contacts, activity and receipts your workspace already has from it stay as workspace records. The Privacy Policy sets out those schedules.

Payments and bank feeds

If you accept payments through DeviceHero, you do so through your own Stripe account and under Stripe’s terms. You are the merchant of record: refunds, disputes and chargebacks are between you, your customer and Stripe. Card and bank details your customers enter go to Stripe, not to DeviceHero.

Bank and card transactions reach DeviceHero through Plaid, under Plaid’s own terms and privacy policy.

When a provider changes

Providers can change their services, or limit or end DeviceHero’s access to them. If that happens, the features that depend on them may stop working.

6. Hero and other AI features

DeviceHero includes Hero, an AI assistant, and AI features throughout the product that draft, summarize, extract and suggest: for example drafting documents and campaign email, summarizing email into contact activity, reading receipts and business cards, and suggesting answers on grant forms.

  • Check what AI produces. AI output can be wrong, incomplete or out of date, even when it reads confidently. Review it before you rely on it, send it or put it into a record. You are responsible for what you do with it.
  • It is not advice. Hero and the AI features prepare and explain. They do not give legal, regulatory, tax, accounting, financial, medical or investment advice, and they are not a substitute for a qualified professional.
  • People decide. Hero cannot sign, approve, send, pay or submit anything. It can make limited changes you ask it to, such as creating a task or logging an activity, and it prepares other changes as proposals that a person reviews and applies.

AI features run on models from Anthropic, used through its API. Anthropic processes this data for us under a business associate agreement and a zero data retention arrangement, and does not use it to train its models. We do not use Customer Data, including data obtained through Google Workspace APIs such as Gmail, to develop, improve or train generalized or non-personalized AI or machine-learning models, and we do not allow any third party to do so.

Your conversations with Hero, and the drafts, summaries and other output of AI features, are stored in your workspace as Customer Data.

The workspace owner or an HR admin can set a monthly limit on AI usage. DeviceHero tells the workspace when usage nears the limit; once it is reached, AI features stop working until the next calendar month (UTC) begins or the limit is raised. We may also set reasonable limits on AI usage to protect DeviceHero.

7. Email you send through DeviceHero

DeviceHero sends email from a connected mailbox only when a person sends something themselves: a campaign or a test email, a support reply, a data room invitation or a board packet. No colleague can send from your mailbox. A campaign can name who is to send it, and then only that person can; naming a colleague hands them the campaign rather than borrowing their mailbox.

The one shared case is a support address. A member can connect a shared mailbox, such as the one your customers already write to, and make it the workspace’s support address — only the person who connected a mailbox can choose it that way, though any member can clear the choice. From then on every member’s support replies leave from that shared mailbox, so a customer answers the desk rather than one colleague.

When you send email through DeviceHero, whether from your own mailbox, from a shared support address or from DeviceHero’s address on your behalf, you are the sender. You are responsible for what it says, who receives it and whether it complies with the law. You must:

  • follow the laws on email marketing and electronic messages that apply to you and your recipients, including the U.S. CAN-SPAM Act and the anti-spam laws of the places your recipients are;
  • send commercial email only to people who have agreed to receive it, or where the law allows you to send it without that agreement;
  • identify yourself honestly, never use misleading subject lines or headers, and include your valid physical postal address and a clear way to opt out in every commercial message;
  • honor opt-outs promptly and within the time the law requires. DeviceHero skips addresses on your workspace’s suppression list when it sends a campaign, but you are responsible for adding the opt-outs you receive to that list;
  • follow your mailbox provider’s rules, including Google’s Gmail policies and its guidelines for bulk senders, and Microsoft’s terms for Outlook and Microsoft 365; and
  • never use DeviceHero to send spam or phishing, or to email purchased or scraped lists.

Campaign email that Hero drafts is sent only after a person approves it. DeviceHero limits how many messages a campaign sends and how fast, and we may change those limits. DeviceHero does not send text messages or place phone calls.

Email DeviceHero sends for itself — workspace invitations, sign-in mail, notification digests — comes from DeviceHero’s own address and not from anyone’s mailbox. If you have no mailbox connected, a few of the messages you send, such as a data room invitation, go out from DeviceHero’s address with your address as the reply-to; you are still the sender of those. A campaign is never one of them: it always leaves from the mailbox of the person who sent it.

8. Regulated records and health information

DeviceHero helps you keep quality, regulatory, UDI and labeling, manufacturing and electronic-signature records. It includes controls such as audit trails and signatures that ask the signer to re-enter their password.

Using DeviceHero does not by itself make you compliant with 21 CFR Part 11, 21 CFR Part 820 (the Quality Management System Regulation), ISO 13485, the EU Medical Device Regulation or any other law or standard. These remain your responsibility:

  • validating DeviceHero for your intended use;
  • your procedures, training and controls, including who may sign what;
  • the accuracy and completeness of your records; and
  • every decision, report, filing and submission you make.

DeviceHero does not file, submit or report anything to the FDA, EUDAMED, Grants.gov, Research.gov or any other grant portal, the IRS, or any other authority. Where it helps you prepare a submission, a form or a report, you review it and submit it yourself. Deadlines and figures it calculates, such as a reporting due date, a fee or a registration window, are aids: check them against the rule and your procedures.

A signing link identifies a signer only by who holds the link. Decide whether that is enough for each document, and whether the document may be signed electronically at all.

Not for patient care

DeviceHero is business software and is not intended to be used as a medical device. Do not use it to diagnose, treat, cure, mitigate or prevent any disease or condition, or to make decisions about a patient’s care.

Health information

DeviceHero is not built to hold clinical records. Some records it holds, such as complaint files, support tickets and email, can contain information about patients. Keep protected health information and other patient information in DeviceHero to what your records need.

If you are a covered entity or a business associate under HIPAA, contact us at support@devicehero.app before you put protected health information into DeviceHero. These Terms are not a business associate agreement. We have business associate agreements with AWS, which hosts DeviceHero, and with Anthropic, which provides its AI models; those are agreements between DeviceHero and those providers.

9. Acceptable use

You will not, and will not let anyone else:

  • use DeviceHero in breach of any law, or to help anyone else break the law;
  • put in or send content that infringes anyone’s intellectual property or privacy, or that is defamatory, harassing, threatening, obscene or fraudulent;
  • upload or send malware, or anything designed to disrupt, damage or gain unauthorized access to any system or data;
  • access, or try to access, another workspace or any account, data or system you are not authorized to use;
  • probe, scan or test the security of DeviceHero without our written permission;
  • scrape or crawl DeviceHero, or access it by automated means other than the features we provide for that;
  • copy, decompile, disassemble or reverse engineer DeviceHero, except where the law allows it despite this restriction;
  • sell, resell, rent, lease or sublicense DeviceHero, or make it available to anyone other than your users, apart from the public pages, forms and links DeviceHero lets you publish;
  • get around usage, sending or AI limits, or the controls that decide who can see what;
  • use the provider, prospect or investor information in DeviceHero to harass anyone, to contact people in ways the law does not allow, or to build, sell or share a database of individuals in breach of privacy, data broker or marketing laws;
  • use a form, website or other page you publish with DeviceHero to trick people into giving passwords, payment details or other information;
  • impersonate anyone, or misrepresent who you are or who you work for; or
  • use DeviceHero to build a competing product.

We may remove content, or disable a feature for your workspace, where that is needed to stop a breach of this section, and we may suspend access as described in Suspension and termination.

10. Fees

DeviceHero has no billing in it: there is no plan, no subscription page and no payment step in the product. Any fees for DeviceHero are the ones set out in an order form or written plan that you and we agree. If there is none, you owe us nothing for using DeviceHero.

Where fees do apply:

  • they are due as the order form says, in U.S. dollars, and are not refundable except where these Terms or that order form say so;
  • they do not include sales, use, value-added or similar taxes. You are responsible for those, other than taxes on our income;
  • we may charge interest on amounts properly due and unpaid, at the highest rate the law allows; and
  • we may change the fees for a renewal term by telling you before that term starts.

We will not start charging for a workspace that is free today without telling you first and giving you a fair chance to export your data and stop.

Money your customers pay you through DeviceHero goes to your own Stripe account, not to us. What Stripe charges for that is between you and Stripe.

11. Beta and preview features

We may label a feature beta, preview or early access. A feature labeled that way is still being worked on: it can change, break or be withdrawn at any time, it may not be documented, and we may stop offering it without notice.

Beta features are provided as they are, with no warranty, no support commitment and no promise that they will keep working or stay available. The Disclaimers and Limitation of liability apply to them in full, and the notice we promise in Changes to these Terms and to DeviceHero before removing something does not apply to them. Do not rely on one for a record you have to keep or a deadline you have to meet.

Everything else in these Terms applies to a beta feature as it does to the rest of DeviceHero: you still own your Customer Data, we still keep it confidential, and we still handle it as our Privacy Policy says.

12. Confidentiality

“Confidential Information” is information one of us gives the other in connection with this agreement that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Data is your Confidential Information. Our non-public product, security and business information is ours.

Confidential Information does not include information that:

  • is or becomes public through no fault of the receiving party;
  • the receiving party already had, without a duty of confidence;
  • the receiving party develops on its own without using the other party’s Confidential Information; or
  • a third party passes on lawfully and without a duty of confidence.

Each of us will use the other’s Confidential Information only to carry out this agreement, will protect it with at least the care it uses for its own confidential information and never less than reasonable care, and will share it only with employees, contractors and advisers who need it and are bound to keep it confidential. Each of us stays responsible for the people it shares it with.

If the law or a court requires one of us to disclose the other’s Confidential Information, that party may do so, but will tell the other first where it is allowed to, and will disclose only what is required.

These duties last while this agreement is in force and for three years after it ends, and for as long as the information is a trade secret under the law that protects it.

13. Our intellectual property

DeviceHero, and everything in it that we made — the software, the design, the documentation, the document and quality templates, the rule catalogues, the agency form definitions and the reference directories — belongs to us and to our licensors. These Terms give you the right to use DeviceHero for your own business while this agreement is in force, and nothing more. Rights we do not grant in writing stay with us.

The records you create with DeviceHero — your documents, your forms, your quality records, your filings — are yours; see Your data. The templates behind them stay ours, and you may use them inside DeviceHero and in the records you produce with it. Do not remove or obscure our notices, and do not use our name, logo or branding publicly without our written permission.

You do not have to send us feedback. If you do — an idea, a suggestion, a bug report — you give us a permanent, irrevocable, worldwide, royalty-free right to use it in DeviceHero with no obligation to you, and we will not have to attribute it or pay for it. We will not publish your name or logo as a customer without your permission.

14. Third-party services and public data

DeviceHero relies on service providers to run — hosting, AI processing, email delivery, payments, payroll and bank connections among them. Our Privacy Policy lists who they are, what reaches each of them and how we protect what they hold.

Parts of DeviceHero show information that comes from outside us and that we do not verify. These include:

  • public U.S. government datasets — the NPPES provider registry, CMS Medicare utilization and Open Payments data, PubMed, ClinicalTrials.gov and openFDA — shown as those sources publish them;
  • the investor, grant program, conference and booth reference data we gather and maintain;
  • regulatory fee schedules, review timelines, thresholds and form definitions; and
  • anything a connected account sends us, such as bank transactions or payroll records.

Information like that can be incomplete, out of date or wrong, and the rules behind it change. Where DeviceHero shows the date a figure was gathered, read it. Check anything that matters against the source or the rule before you rely on it, and keep Regulated records and health information in mind when the answer affects a filing.

Where DeviceHero links to a site or a service we do not run, we are not responsible for it and it is governed by its own terms. If something in DeviceHero looks wrong, tell us at support@devicehero.app.

15. Suspension and termination

Ending the agreement

You can stop using DeviceHero whenever you like. Either of us can end this agreement by giving the other 30 days’ written notice. If you have an order form with a term, that term decides when and how it can be ended, and fees already due stay due.

Suspension

We may suspend a workspace, one member’s access, or a single feature where we reasonably need to: because it threatens the security, stability or lawful operation of DeviceHero or harms someone else; because an account looks compromised; because of a breach of Acceptable use; because the law requires it; or because fees properly due under an order form are unpaid. We will tell you why, we will tell you first where we reasonably can, and we will lift the suspension once the reason is gone.

Suspension is not deletion. A suspended workspace keeps its data, and the workspace owner can still ask us for an export.

Getting your data out

Export your workspace before it is closed. While the workspace is active the owner can run an export at any time from Settings → Workspace, and the archive can be downloaded for seven days after it is built. If the workspace is suspended, if you need help, or if it is too large for one archive, ask us at support@devicehero.app. See Your data for what an export holds and what it leaves out.

Closing a workspace

There is no button in DeviceHero that deletes a workspace. We close one for you, on your request or after this agreement ends, and only after an export has completed — if you would rather not run that export yourself, ask us and we will run it for you. Closing a workspace suspends it straight away and then deletes its records and its files, and destroys the key that protects its stored credentials, so those can never be read again. Disconnect your mailboxes first if you want to; you can also remove DeviceHero’s access to a Google account yourself at myaccount.google.com/connections (opens in a new tab).

Some things are kept on purpose after a workspace is closed:

  • records we hold as write-once evidence, for the retention period that applies to each kind — between three and ten years, depending on the record. A signing certificate, a signed quality revision, a complaint file, a device record and a released label are examples;
  • the audit trails that have to survive to be worth anything: the quality audit trail, the HR event log and the internal-chat audit log, with the actor names, IP addresses and times they already hold;
  • our record of how much AI was used, which holds counts and no text, and the record of the closure; and
  • the sign-in accounts themselves. A sign-in account can belong to more than one workspace, so it is not deleted with one.

Copies also stay in our database backups until those age out, which takes up to 35 days. We do not go into backups to delete individual records.

What survives

These sections stay in force after this agreement ends: Your data (ownership and your responsibilities), Fees for amounts already due, Confidentiality, Our intellectual property, Disclaimers, Limitation of liability, Indemnification, Governing law and disputes and General terms.

16. Disclaimers

DeviceHero is provided as it is and as it is available. To the fullest extent the law allows, we disclaim all warranties that are not written in these Terms, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement and any warranty arising from a course of dealing or trade usage.

We do not promise that:

  • DeviceHero will be uninterrupted, timely, secure or free of errors;
  • a defect will be fixed, or fixed within any period;
  • DeviceHero will meet your requirements or work with every system you use;
  • what AI features produce, or any figure, deadline, threshold or fee DeviceHero calculates, is accurate, complete or current;
  • information from public datasets, reference data or connected accounts is accurate, complete or current; or
  • using DeviceHero will make you compliant with any law, regulation or standard. See Regulated records and health information.

There is no service level agreement

We do not offer an uptime commitment, a support response time or a service credit. Our public status page reports how DeviceHero is running. It is a report, not a promise.

Some jurisdictions do not allow some of these exclusions. Where that is so, this section applies as far as the law allows and no further.

17. Limitation of liability

To the fullest extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, lost business or the cost of substitute services, or for lost or corrupted data, even if that party was told such damages were possible and even if a limited remedy fails of its essential purpose.

Each party’s total liability arising out of or relating to this agreement, whatever the theory of liability, is limited to the greater of the fees you paid us in the 12 months before the event that gave rise to the claim, and US$100.

Those limits do not apply to:

  • your obligation to pay fees properly due under an order form;
  • either party’s obligations under Indemnification;
  • your breach of Acceptable use or of the license restrictions in Our intellectual property;
  • either party’s breach of Confidentiality;
  • fraud, willful misconduct or gross negligence; and
  • anything the law does not allow to be limited or excluded.

These limits reflect how we have divided the risk between us, and the fees, if any, we charge. Neither of us may bring a claim arising out of this agreement more than one year after the claim arose, except a claim for unpaid fees.

18. Indemnification

What you cover

You will defend us against any third-party claim arising out of your Customer Data; your and your users’ use of DeviceHero; email or other messages you send with it; your products, records, filings and regulatory decisions; your handling of information about other people; or your breach of these Terms or of the law. You will pay the damages a court finally awards against us and any settlement you agree.

What we cover

We will defend you against any third-party claim that DeviceHero, used as these Terms allow, infringes a U.S. patent, copyright or trademark or misappropriates a trade secret, and we will pay the damages a court finally awards against you and any settlement we agree. If such a claim is made, or we think one is likely, we may change DeviceHero so it no longer infringes, obtain the right for you to keep using it, or end this agreement and refund the fees you have paid for any period you can no longer use.

We do not cover a claim that arises from:

  • Customer Data, or anything else you put into or send with DeviceHero;
  • use of DeviceHero in breach of these Terms, or after we asked you to stop;
  • DeviceHero combined with hardware, software, data or services we did not provide, where the claim would not have arisen otherwise;
  • anything modified by someone other than us; or
  • a beta feature.

How it works

The party seeking cover must tell the other promptly in writing, let it control the defense and settlement, and cooperate reasonably at the other’s expense. Late notice only reduces the duty to cover to the extent it caused harm. Neither party will settle in a way that admits fault by, or imposes an obligation on, the other without its consent, which will not be unreasonably withheld.

This section states each party’s only obligation and only remedy for the claims it covers.

19. Changes to these Terms and to DeviceHero

These Terms

We may update these Terms. When we do, we post the new version here with a new effective date. For a change that materially affects your rights or obligations, we will give at least 30 days’ notice before it takes effect, by email to the workspace owner or in the product — unless a change has to take effect sooner for legal or security reasons, in which case we will say so.

Using DeviceHero after a change takes effect means you accept it. If you do not agree, stop using DeviceHero and ask us to close your workspace; we will help you export first. Where an order form sets the terms for a current term, that order form controls until the term ends.

DeviceHero itself

DeviceHero changes: we add features, change how they work and sometimes remove them. Where a change removes something you rely on, we will give notice where we reasonably can. Some changes follow a provider, a law or a published rule changing, and those can happen quickly.

Reference data — rules, thresholds, fee tables, form definitions, directories — is updated as its sources change. Where DeviceHero shows the date a figure was gathered, that is the date it reflects.

20. Governing law and disputes

This agreement, and any dispute arising out of it or out of your use of DeviceHero, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The state and federal courts located in Delaware have exclusive jurisdiction over any such dispute. Both of us consent to the personal jurisdiction of those courts and waive any objection to venue there or that they are an inconvenient forum.

These Terms contain no arbitration agreement. Disputes go to those courts. Either of us may still ask any court with jurisdiction for an injunction or other equitable relief to protect its intellectual property or its Confidential Information.

Before starting a claim, please write to us at support@devicehero.app and give us 30 days to sort it out. We will do the same for you.

21. General terms

Assignment

Neither of us may assign this agreement without the other’s written consent, except to a successor in a merger, an acquisition or a sale of substantially all of its assets, on notice to the other. Any other attempt to assign it has no effect. This agreement binds and benefits each party’s permitted successors.

Events outside our control

Neither of us is liable for a delay or failure caused by something beyond its reasonable control — a natural disaster, war, terrorism, civil unrest, a labor dispute, a government act, an internet or power failure, or the failure of a provider or network we depend on. This does not excuse paying money that is due.

Notices

Send legal notices to us at support@devicehero.app. They count as given on the next business day. We send notices to you by email to the workspace owner, or in the product, and they count as given when sent. Keep the owner’s email address current.

Export controls and sanctions

DeviceHero is provided from the United States and is subject to U.S. export control and sanctions laws. You confirm that you and your users are not on a restricted-party list, are not located in a comprehensively sanctioned region and are not acting for anyone who is, and you will not use DeviceHero or let anyone access it in breach of those laws.

The rest

  • Entire agreement. These Terms, together with any order form and the documents they refer to, are the whole agreement between us about DeviceHero, and replace anything said or written before. Terms on a purchase order or other business form of yours have no effect.
  • Severability. If any part of these Terms is unenforceable, the rest stays in force and that part is applied as far as the law allows.
  • No waiver. Not enforcing a right does not waive it, and no waiver counts unless it is in writing.
  • Independent parties. We are independent contractors. Nothing here creates a partnership, agency, joint venture or employment relationship.
  • No third-party beneficiaries. This agreement is between you and us only.
  • Headings. Headings are there to help you read; they do not change the meaning.

22. How to reach us

Write to us at support@devicehero.app. That one address reaches us for everything: questions about these Terms, legal notices, privacy requests and security reports.

We run DeviceHero from the United States, and email is the way to reach us.