Software License Agreement

OWNERSHIP EXCLUSIVELY AND PERPETUALLY RESTS WITH LICENSOR: The Software is licensed, not sold. You acknowledge that the Software is the property of LICENSOR and/or its licensors. As Licensee, you own the media upon which the Software is recorded or fixed, but title to the Software (including each copy of the Software) and all related intellectual property rights embodied in or represented by the Software is and will remain with CCHSP, LLC and/or its licensors at all times. You acknowledge that your input, feedback, suggestions, data or other information provided to Licensor does not create any property right or ownership interest in the Software whatsoever. You acquire no claim, title or right to this software by virtue of your use, purchase, or possession of this software. All rights and licenses not expressly granted are reserved to LICENSOR, and there shall be no licenses or rights implied under this Agreement, based on any course of conduct, or otherwise, unless agreed to in writing by the licensors.

2. LICENSE GRANT:

• 2.1 Subject to the terms and conditions of this Agreement, Licensor, hereby grants to Licensee a license for a term of one month (or longer period if stated otherwise on this payment webpage), the (“Term”), which then renews on a monthly basis. It is a non-exclusive, non-transferable, non-assignable license during the Term to access, execute, display, perform, and otherwise use the Software, in machine-readable object code, solely for the number of authorized devices (as stated on the payment webpage) at any one time.
• 2.2 Any free trial or use of the Software provided, for any period, is provided in exchange for offering feedback. You agree that any feedback, comments, questions, suggestions, or the like with respect to the Software (“Feedback”) may be used by Licensor without any further attribution or compensation to you, and that you assign to Licensor all right, title, and interest in the Feedback and any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback.
• 2.3 If Licensee accepts a “lifetime” subscription on this payment webpage, Licensor grants to Licensee the same license as stated above, except that it shall be perpetual. All other references in this Agreement to time limitations of the license shall be treated as referencing a perpetual period. While a “lifetime” subscription entitles Licensee to upgrades on the Software, it does not entitle Licensee to services beyond ordinary support services. Should Licensor cease to provide the Software, Licensor shall use reasonable efforts to provide Licensee the means to accomplish goals otherwise accomplished by the Software.

3. RESTRICTIONS: During the term of your license and/or subscription, you agree to comply with the following restrictions and limitations, and you agree not to permit others to violate them:

• 3.1 You shall: (i) ensure your internal policies, procedures and protocols are in place and enforced as are reasonably necessary to ensure that the Software is used only in accordance with the terms of this Agreement and (ii) take reasonable precautions to prevent violations of this Agreement or prevent unauthorized access to the Software.

• 3.2 You shall not: (i) copy (except as provided above), sell, rent, assign, sublicense, lease, encumber or otherwise transfer or attempt to transfer the Software, or any portion thereof; (ii) permit any third party to use or have access to  the Software, whether by timesharing, networking (except as expressly permitted hereunder) or any other means; (iii) reverse engineer, decompile, disassemble, or otherwise seek to discover the source code of the Software; (iv) remove any copyright, trademark, patent or other proprietary notices from the Software or any portion thereof; (v) modify, disable, circumvent, avoid, bypass, remove, deactivate, impair  or otherwise interfere with features that enforce license restrictions or limits or reports technical or statistical information regarding the Software or its use to Licensor; (vi) create a derivative work of any part of the Software; or (vii) build modules on top of the System that communicate with or otherwise form a part of the System, or add user defined fields or other modifications or customizations of the Software, for the purposes of third-party applications for which a fee is charged by such third-parties (for purposes of clarification, you may pay fees to third parties for the custom creation of integrated modules, user defined fields, and other customizations for firm-specific, internal purposes only, and which do not form part of any add-on applications, modules or services for which a fee is charged). If Licensor provides written consent, you or third parties may integrate into, build modules on, or create customizations for Licensor.

• 3.3 You shall supervise all third parties to which you grant access to the Software, and agree to be responsible for and treat as your actions any actions they take in violation of your obligations under this Agreement.

• 3.4 USAGE VERIFICATION: Licensee acknowledges that the Software includes a self-audit capability that may periodically connect to the Internet and transmit back to Licensor usage data for purposes of license validation, auditing, verifying compliance with licensing terms, as well as statistical information about Licensee’s use of the Software and its functions, and aggregate input data for the purposes of generating statistical metrics and analytics on an aggregated and de-identified basis (collectively, “Usage Data”). Licensor shall be entitled to use Usage Data for purposes of improving its products and services. Licensor will use such Usage Data only in accordance with applicable law.

4. THIRD PARTY SOFTWARE: If Licensor resells any third-party software to Licensee, such third-party software is provided with the rights set forth in the applicable third-party license terms, and is provided by Plaintiff Parity “AS IS” with no warranties. Such third-party license terms do not apply to the proprietary Software owned by Licensor.

5. PAYMENT AND TAXES: You agree to pay all applicable fees and other charges for Software, as provided in your order. Unless prepaid, all fees and charges are payable in U.S. dollars and are due net thirty (30) days from the date of invoice. Licensor shall be entitled to charge a late fee of 1.5% per month or the maximum rate allowable by law, whichever is greater, on any balance remaining unpaid for more than thirty (30) days. Prices are exclusive of all applicable taxes. You agree to pay all taxes (including but not limited to sales, use, excise, and value-added taxes), tariffs, duties, customs fees or similar charges imposed or levied on all Software licensed hereunder, with the exception of taxes on Licensor net income.

6. TERM AND TERMINATION:

• 6.1 This Agreement is effective as of the date you accept this Agreement for the Term. The Agreement shall auto-renew monthly unless Licensee provides at least thirty (30) days written notice of its intent to terminate the Agreement. Licensee’s right to access and use the Software shall terminate on the last day of the then-current month if you fail to pay the maintenance fee for the following period.

• 6.2 This Agreement is effective for so long as Licensee continues to pay the licensing fees. Licensee’s right to access and use the Software shall terminate on the last day of the then-current month if Licensee fails to pay the Monthly Fee for the following month.

7. MAINTENANCE AND SUPPORT: Subject to the terms of this Agreement and for so long as Licensee is current in its payment of maintenance fees, Licensor will provide certain maintenance and support services to Licensee, as further provided herein. Support for the Software may be accessed via email, phone or other contact information provided on the Licensor website. Licensor will use commercially reasonable efforts to respond to support requests submitted Monday through Friday, during the hours of 8:30 am CT through 9:30 pm CT. For so long as Licensee is current in its payment of maintenance fees, maintenance and support will include Licensor provision of such updates and upgrades (including error corrections and bug fixes) as Plaintiff Parity develops in its ordinary course of business. Any technical information Licensee provides Plaintiff Parity in connection with support services it provides Licensee may be used by Licensor for purposes of providing, developing or improving its products and services. Support hours may be adjusted in response to changes in call volume or distribution. 

8. ADDITIONAL SERVICES: For the avoidance of doubt, the Licensee acknowledges that this Agreement does not include data conversion, document coding, report writing, hosting or any services other than those expressly set out in this Agreement. To the extent your Order Form includes any such services, those services are provided subject to Licensor standard Terms of Service. 

9. LIMTED WARRANTY; DISCLAIMERS: 

• 9.1 Licensor warrants only that the media upon which the Software is furnished will be free from defects in material or workmanship under normal use and service for a period of (30) days from the date of delivery to Licensee. Notwithstanding the foregoing, Licensor will not be responsible for (i) any breach of warranty not reported during the warranty period; (ii) any malfunctioning of Software that Licensee, an end user, or a third party has modified, misused, or damaged; (iii) any malfunctioning of Software caused by hardware or network configuration, or (iv) any malfunctioning of Software caused by third party software or services.

• 9.2 LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE, OR DOCUMENTATION. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY LICENSOR WILL PROVIDE FOR BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, LICENSOR DOES NOT REPRESENT THAT THE SOFTWARE IS ERROR FREE, WILL OPERATE IN AN UNINTERRUPTED MANNER, IS COMPLETELY SECURE, OR WILL INTEROPERATE WITH THIRD PARTY SOFTWARE OR SERVICES. UNLESS LICENSEE HAS SUBSCRIBED TO A SERVICES OFFERING THAT GUARANTEES A PARTICULAR LEVEL OF SERVICE AND/OR A FIXED TERM OF SERVICE, ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE SUBJECT TO CHANGE OR TERMINATION AT ANY TIME AND FOR ANY REASON WITHOUT NOTICE. Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to Licensee. This warranty gives Licensee specific legal rights and Licensee may also have other rights which vary from state to state.

• 9.3 No Legal Advice. Licensor is not a law firm, and neither Licensor nor the Software provides legal advice. No attorney-client relationship is created by this Agreement or by the provision or use of the Software. The Software is provided for assistance in document management only, and is not a substitute for professional legal advice, interpretation or judgment.

• 9.4 Limitation of Remedies: Licensor entire liability and Licensee’s exclusive remedy shall be (a) the replacement of any media not meeting Licensor limited warranty which is returned to Licensor; or (b) if Licensor is unable to deliver replacement media which is free of defects in materials of workmanship, Licensee may terminate this Agreement by returning the Software and Licensee’s money will be refunded.

10. LIMITATION OF LIABILITY:

• 10.1 TO THE MAXIMUM EXTENT PERMITTED BY  LAW, NEITHER  LICENSOR NOR ANY OF ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, OR LICENSORS (EACH, A “RELEASED PARTY”), WILL HAVE ANY LIABILITY TO LICENSEE, EMPLOYEES OF LICENSEE OR ANY END USERS FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, LOSS OF USE, LOST PROFITS, BUSINESS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC ADVANTAGE, OR LOSS OF PRIVACY) ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE LICENSOR SOFTWARE, EVEN IF LICENSOR OR A RELEASED PARTY HAS BEEN ADVISED OF, OR KNEW OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGES.
• 10.2 WITHOUT LIMITING THE SCOPE OR EFFECT OF SECTION 10.1 ABOVE, IN NO EVENT WILL LICENSOR AND THE RELEASED PARTIES’ TOTAL LIABILITY WITH RESPECT TO ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE (INCLUDING CLAIMS OF NEGLIGENCE AND STRICT LIABILITY) EXCEED THE LOWER OF (i) THE AGGREGATE DIRECT DAMAGES ACTUALLY INCURRED BY LICENSEE AND LICENSEE’S END USERS, OR (ii) US $500.