Deerfield End User License Agreement

END USER LICENSE AGREEMENT FOR THE LOCUS ONLINE WEBSITE
Effective Date: July 31, 2020

This End User License Agreement explains the terms for using Deerfield Solutions, LLC's, ("DS") LOCUS Online product. Please carefully read this Agreement. Your use of this website constitutes your acceptance of the terms and creates a legally binding agreement between you and DS.

1. Definitions.

LOCUS means the Level of Care Utilization System for Psychiatric and Addiction Services software application, accessed via the LOCUS Online website.
CALOCUS means the Child and Adolescent Level of Care Utilization System software application, accessed via the LOCUS Online website.
Products means LOCUS or CALOCUS or both, which Customer licenses through this Agreement, together with accompanying training materials, software support, or other information regarding the use of the software application(s). The Products are clinical tools that evaluate and recommend level of care placement for psychiatric and addiction services for both adult and child/adolescent populations.
LOCUS Data means any data directly related to the LOCUS and CALOCUS assessments, including the entire result set, prior level of care, current level of care, recommended level of care, and reasons for overriding the recommendation. It also includes your client's "Client ID" or "Primary Identifier".
Advanced Reporting means access to a variety of reports via your LOCUS Online account that reports against your LOCUS Data.
Payer means customer or another organization, individual, or entity that has agreed to pay for the services.

2. Grant of License to Customer.
DS grants Customer a limited, revocable, non-exclusive, non-transferable, non-assignable license to use the Products in accordance with the terms of this Agreement. Intended Use: The Products are designed for use by clinicians, managed care organizations, and third-party payers to quickly and accurately assess the needs of an individual with mental health or substance abuse concerns, and to obtain authorize for treatment, continued stay, or discharge. The Products are not intended to supersede the clinician's independent judgment and the ultimate treatment decision is to be made by the treating clinicians.

3. Data Privacy.
DS and Customer agree to comply with the Products' Privacy Policy, which is incorporated into this Agreement by reference. Where the terms of the Privacy Policy contradict or conflict with this Agreement, the terms of this Agreement will prevail. In addition to the terms of the Privacy Policy, you agree that all assessment data collected by DS and stored on DS servers remains the property of DS. Customer retains ownership of data stored in its electronic medical record.

4. Term.
Customer's license to access and use the Products will commence upon registering an account, or upon an executed sales agreement. Customer's license will terminate upon (i) cancellation of Customer's account by Customer (Customers with sales agreements are required to provide 60 days' notice prior to the end of their term to prevent auto-renewal), (ii) cancellation of Customer's account by DS due to Customer's violation of the terms of this Agreement, (iii) by DS due to its business decision to discontinue to the Products, or (iv) cancellation of the customer's account by the payer.

5. Payment.
Customer agrees to pay all fees to use the Products and agrees that rates are subject to change without notice unless a valid sales agreement exists between Customer and DS. Rates are posted on the purchase assessments page of the site. You may be eligible for discounts based on volume usage. Please contact DS sales for more information.

6. Refund Policy.
All sales are final, including executed sales agreements. DS will not issue any refund except, if DS no longer offers the Product, DS will refund to Customer any Product credits purchased and unused within thirty (30) days of the date DS disables Customer's access to the Products. Customers who cancel their service agreements early are required to pay out the remaining balance of their agreement within 30 days of cancellation.

7. Customer Responsibilities.

Customer will not grant to another party or individual a license to use the Licensed Technology or to create, use, market, license, distribute, or sell product containing the Licensed Technology.
Customer will not (i) modify, alter, or prepare Derivative Works based on the Products and (ii) engage in (nor permit a third party to engage in) reverse engineering, disassembly and decompilation, or similar manipulation of the Product.
Upon termination, Customer's license to use the Products will be automatically revoked and Customer will cease all use of the Products. DS will disable Customer's access to the Products. Customer may retain a non-modifiable copy of all LOCUS and CALOCUS reports generated via the Products to fulfill record-keeping requirements under state and federal law.
Customer will provide and maintain accurate, current, and complete account information, including Customer's name, address, billing address, e-mail address, and payment information. DS may suspend or terminate Customer's account if DS believes Customer provided inaccurate, outdated, or incomplete information.
Customer is responsible for all activity performed under Customer's account, including payment for all LOCUS and CALOCUS assessments generated under Customer's account. Customer is responsible for maintaining the confidentiality and security of Customer's account information, including Customer's user name and password. Customer will notify DS of any unauthorized use of Customer's account. Customer is liable for all fees incurred under Customer's account unless Customer notifies DS in writing of a suspected or known breach and the breach was not the result of Customer's failure to implement reasonable security measures to protect unauthorized access to its account.

8. Intellectual Property.
The copyright to the Products are registered to DS and to the American Association of Community Psychiatrists (AACP). Under separate agreement, AACP granted DS an exclusive license to develop, market, distribute, and sell the Products.

9. Indemnification Against Liability for Infringement.
DS will indemnify Customer against all liabilities, claims, and legal costs (including reasonable attorneys' fees) paid to, or for the benefit of, a third party arising from any third party claim or suit alleging the Products infringe any copyright, trade secret, trademark rights, or U.S. patent rights of a third party.

Notice. Customer must promptly notify DS in writing of any third party claim of infringement. No failure to so notify DS will relieve DS of its obligations under this Agreement except to the extent DS can demonstrate damages attributable to such failure.
Control of Defense. DS will be entitled to have sole control over the defense and settlement of such claim; provided that (i) Customer will be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim, and (ii) DS will obtain the prior written approval from Customer before entering into any settlement of such claim or ceasing to defend against such claim if such settlement or cessation would cause injunctive or other equitable relief to be imposed against Customer.
Limitations on Indemnification. DS will not be liable for and will not indemnify Customer against any infringement claim resulting from (i) modification of any Products by Customer or a third party, including an electronic health record vendor; (ii) combination of any Products with hardware, software, or other intellectual property provided by anyone other than DS; (iii) use of a superseded or altered release of some or all of the Products; (iv) Customer's failure to use corrections, fixes, or enhancements made available by DS; or (v) use of any Software in any manner not expressly contemplated by this Agreement.
Repair or Replacement of Infringing Products. In the event of a third-party infringement claim, DS will, at its sole election and expense: (i) procure for Customer the right to continue to use the Products pursuant to this Agreement, (ii) replace or modify the Products to make it non-infringing while still complying with the terms of this Agreement, or (iii) terminate this Agreement.
Third Party Products. DS MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNIFICATION OR REPLACEMENT COVENANTS OF ANY KIND WITH RESPECT TO THIRD PARTY PRODUCTS. DS's sole responsibility as to Third Party Products is to pass through any intellectual property warranties, indemnification, and replacement provisions that DS receives from the vendors of Third Party Products and which DS is allowed to pass on. "Third Party Product" means application software products provided by third party vendors, including operating system and application software with which the Software interfaces and which provides certain functionality essential to the operation of the Software.

10. DISCLAIMER OF WARRANTY.
DS DOES NOT MAKE WARRANTIES (EXPRESS, IMPLIED, OR STATUTORY) REGARDING THE PRODUCT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

DS DOES NOT WARRANT THAT THE USE OR OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. DS DOES NOT MAKE ANY WARRANTY THAT THE PRODUCTS WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS.

DS DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PRODUCTS.

11. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
IN NO EVENT SHALL DS BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO (I) THE USE OF OR INABILITY TO USE THE PRODUCTS, (II) THE PROVISION OF OR THE FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, HARDWARE, AND RELATED CONTENT THROUGH THE PRODUCTS OR OTHERWISE ARISING OUT OF THE USE OF THE PRODUCTS, OR (III) OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT. THESE EXCLUSIONS APPLY EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF DS AND EVEN IF DS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TERM "DAMAGES" INCLUDES, BUT IS NOT LIMITED TO, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, INDIRECT DAMAGES, AND CONSEQUENTIAL DAMAGES (FOR EXAMPLE, LOSS OF PROFITS; LOSS OF CONFIDENTIAL OR OTHER INFORMATION; BUSINESS INTERRUPTION; AND PERSONAL INJURY).

NOTWITHSTANDING ANY DAMAGES INCURRED FOR ANY REASON AND UNDER ANY LEGAL THEORY, DS'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY DS) WILL BE LIMITED TO ACTUAL, DIRECT DAMAGES UP TO THE LESSER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCTS OR TEN THOUSAND ($10,000) DOLLARS.

THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

EXCEPT AS OTHERWISE PROVIDED, THIS SECTION SETS FORTH DS'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR CLAIMS RELATING TO ALL CAUSES OF ACTION, INCLUDING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TORT, AND CONTRACT.

12. Notice.
Any legal notice required to be provided by one party to the other party under this Agreement will be deemed given if delivered (i) in person or (ii) via the US Postal Service or nationally recognized carrier, so long as it is sent with delivery confirmation.

If to DS: Deerfield Solutions, LLC, Attn: Chief Executive Officer, 800 E Main St, Bradford, PA 16701.
If to Customer: to the e-mail or postal address identified with Customer's account.

13. Opt-out of CISG.
The parties agree that the United Nations' Convention on Contracts for the International Sale of Goods (CISG) will not apply to this Agreement nor to any dispute or transaction arising out of this Agreement.

14. Governing Law; Venue.
This Agreement and all issues relating to the validity, interpretation, or performance (whether sounding in breach or in tort), will be governed by and interpreted under the laws of Pennsylvania. Any dispute shall be determined by the state or federal court with jurisdiction in McKean County, Pennsylvania.

15. Severability.
If a court deems any provision of the Agreement void or unenforceable, that provision shall be enforced only to the extent that it is not in violation of law or is not otherwise unenforceable and all other provisions shall remain in full force and effect.

16. Assignment.
Customer will not assign or transfer any of its rights, duties or obligations under this Agreement without the prior written consent of the Licensor.

17. Survival.
The provisions of this Agreement regarding indemnification, warranties, limitations of liability, limitations of damages/remedy, applicable law, jurisdiction, and venue, and the Convention on Contracts for the International Sale of Goods, will survive the termination or expiration of this Agreement.

18. Modification.
DS reserves the right to modify this Agreement at any time by notifying you. Notification will occur via any reasonable means, such as through the physical address or e-mail address on file with your account or by posting notice of the new terms to our website. Any modifications will not apply to any dispute between you and us arising prior to the effective date of the modifications. Your continued use of the Products will be deemed your consent to the modified terms.

19. Entire Agreement; Modification.
This Agreement constitutes the entire agreement between the parties related to Customer's License to the Products and supersedes all prior oral or written agreements between the parties related to the license of the Products.

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