This License Agreement (the “Agreement”) is between A Plus Soft, LLC (“we”, “us”, or “our”) and you or the entity you represent (“you”). This Agreement governs your access to and use of the Services (as defined below) and takes effect when you click “I Accept” button or check box presented with these terms (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Key terms are defined in Section 12.

1. Use of Service

1.1 Right to use. We grant you a limited, revocable, non-sublicensable, non-transferable, non-exclusive right to access and use the Services as further described in this agreement. You will adhere to all laws, rules, and regulations applicable to your use of the Services. We reserve all other rights.

1.2 Your Account. To access the Services, you must create an account associated with a valid e-mail address. You may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 3.

1.3 End Users. You control access by End Users, and you are responsible for their use of the Services in accordance with this agreement.

1.4 Changes to the Services. We may change or remove features or functionality of the Services from time to time. We will notify you of any material change to the Services. You can not refuse and do not have the option to refuse any changes we make to the Services.

1.5 Maintenance. Maintenance may be scheduled with prior notice between the hours of 11:00 PM Eastern Time to 1:00 AM Eastern Time. The Services may not be available during this time.

1.6 Hardware. You acknowledge that you are solely responsible for the acquisition, installation and uninterrupted functioning of computer hardware needed to access and use the Services. You are responsible for your own Internet connection.

1.7 Back-Up Files. We provide the tools needed to create back ups of Your Data. We also back up our servers and retain a copy for 24 hours for disaster recovery purposes only. It is your responsibility to keep up-to-date archives of your backed up data.

2. Fees and Payment

2.1 Service Fees. We calculate and bill fees and charges monthly. Your monthly payment will be calculated based on the number of clients you bill for during the month plus any additional charges for extra services we provide upon your request. You will pay us the applicable fees and charges for use of the Services as described on the Our Website using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Services or new feature of a Services will be effective when we post updated fees and charges on the Our Website unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 90 days’ advance notice.

2.2 Taxes. You are responsible for any taxes, and you will pay us for the Services without any reduction for taxes. If we are obligated to collect or pay taxes, the taxes will be invoiced to you, unless you provide us with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If you are required by law to withhold any taxes from its payments to us, you must provide us with an official tax receipt or other appropriate documentation to support such withholding and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required.

2.3 Delinquent Payments. We may charge you interest at the rate of 2% per month (or the highest rate permitted by law, if less) on all late payments.

3. Term and Termination

3.1 Agreement Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 3.2.

3.2 Termination.

a. Termination for Convenience. You may terminate this Agreement for any reason by providing us written notice.

b. We may terminate this Agreement for any reason by providing you 90 days advance notice.

c. Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.

(ii) By Us. We may also terminate this Agreement immediately upon notice to you (a) for cause, if you are delinquent on your payment obligations for more than 15 days; or (b) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us; (c) in order to comply with the law or requests of governmental entities, or (d) if we determine use of the Services by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.

3.3 Effect of Termination. If the Agreement is terminated, then:

(a) the rights granted by one party to the other will immediately cease;

(b) all fees (including taxes) owed by you to us are immediately due upon receipt of the final electronic bill; and

(c) upon request, we will use commercially reasonable efforts to return Your Data to you and will remove Your Data from Our Website.

4. Intellectual Property Rights; Use of Customer Data; Feedback.

4.1 Services License. As between you and us, we own and reserve all right, title, and interest in and to the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with this Agreement. You obtain no rights under this Agreement from us to the Services, including any related intellectual property rights.

4.2 License Restrictions. Neither you nor any End User may use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services, (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees, or (d) resell or sub-license the Services. All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.

4.2 Use of Your Data. We may use Your Data only to provide the Services to you and your End Users and to help secure and improve the Services. For instance, this may include identifying and fixing problems in the Services, enhancing the Services to better protect against attacks and abuse, and making suggestions aimed at improving performance or reducing cost.

4.3 Your Feedback. If you provide us feedback or suggestions about the Services, then we may use that information without obligation to you, and you hereby irrevocably assign to us all right, title, and interest in that feedback or those suggestions.

5. Indemnification.

You agree to indemnify, defend and hold us, our officers, our share holders, our partners, attorneys and employees harmless from any and all liability, loss, damages, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Services.

6. Disclaimer.

THE CONTENT, SERVICES, FREE PRODUCT SAMPLES AND FREEBIE OFFERS FROM OR LISTED THROUGH THE SITE ARE PROVIDED "AS-IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THIS SITE AND ANY WEBSITE WITH WHICH IT IS LINKED. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE. IN PARTICULAR, BUT NOT AS A LIMITATION, WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF MONEY, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU THE USER. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. THE INFORMATION AND ALL OTHER MATERIALS ON THE SITE ARE PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ADVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION AVAILABLE ON THIS SITE OR ANY WEBSITE WITH WHICH IT IS LINKED.

7. Limitations of Liability.

WE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

8. Modifications to the Agreement.

We may modify this Agreement at any time by posting a revised version on the Our Website. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Our Website regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.

9. Force Majeure.

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

10. Governing Law.

You agree that your use of Service and any dispute arising out of such use is subject to the laws of the State of New Jersey, U.S.A. and will be litigated exclusively in the federal or state courts of Bergen County, New Jersey, U.S.A.

11. Privacy Policy.

By using Our Website, you consent to our privacy policy.

12. Definitions.

“Content” means software (including machine images), data, text, audio, video, images or other content.

“Your Data” means patient information and any other data entered on Our Website.

“End User” means any individual employed by you or entity you represent.

“Services” means Our Website and any other Content provided by us to you under this Agreement.

“Fees” means applicable fees for Services and any applicable taxes.

“Our Website” means http://www.violacare.com any successor or related site designed by us including any API associated with it.