Software License Agreement

IMPORTANT - READ CAREFULLY: This License Agreement is a legal agreement between You and Vendor. Read it carefully before using the Software. It provides a license to use the Software and contains warranty information and liability disclaimers. BY CLICKING ON THE "I ACCEPT" BUTTON AT THE BOTTOM OF THIS SCREEN YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK THE "I DECLINE" BUTTON.

The Software is owned by Vendor and/or its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. THE SOFTWARE IS LICENSED, NOT SOLD.

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1. DEFINITIONS.

• a. "Vendor" means CodeMetro, Inc.
• b. "You" or "Your" means you and your company or business organization.
• c. "Software" means the product NPAWorks, NPAGo, and/or NPA Parent Portal as provided to You, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation.
• d. "Exhibit A" means purchase order or receipt issued by Vendor to You specifying type and number of usage licenses granted to You.
• e. "Agreement" means this document and Exhibit A.

2. OWNERSHIP. The Software is owned and copyrighted by Vendor and/or its licensors. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. Nor does your license confer any ownership of a copy of the software.

3. GRANT OF LICENSE. Vendor grants You the following rights provided You comply with all terms and conditions of this Agreement. For each license You have acquired as specified in Exhibit A:

• a. You are granted a non-exclusive right to use and install the Software.
• b. You, and an unlimited number of users, may access or otherwise utilize the services or functionality of the installed Software, so long as such usage is in the conduct of Your organization's normal business and the design purpose of the software.
• c. You may make an unlimited number of copies for backup or archival purposes.
• d. You may modify the template files contained in the templates folder (if applicable).

4. RESTRICTED USE.

• a. You agree to limit usage, access to, and copying of the software to personnel engaged in the conduct of Your organization's business and as licensed by Exhibit A.
• b. You agree to use reasonable efforts to prevent unauthorized access to the Software.
• c. You may not disable any licensing or control features of the Software or allow the Software to be used with such features disabled.
• d. You may not share, rent, or lease Your right to use the Software.
• e. You may not modify, sublicense, copy, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement.
• f. You may not reverse engineer, decompile, translate, create derivative works, decipher, decrypt, disassemble, or otherwise convert the Software to a more human-readable form for any reason.
• g. You will return or destroy all copies of the Software if and when Your right to use it ends.
• h. You may not transfer the software or Your rights to use the software without the written consent of Vendor.
• i. You may not use the Software for any purpose that is unlawful.

5. UPGRADES AND ADDITIONAL SOFTWARE. This Agreement applies to updates, upgrades, plug-ins and any other additions to the original Software provided by Vendor, unless Vendor provides other terms along with the additional software. If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to You on an Agreement exchange basis. Your use of the Software upgrade is subject to the terms of this Agreement. In the event that a duly authorized representative of your business organization accepts a Software upgrade, all users in your organization will be required to upgrade to the same version.

6. 3RD PARTY SERVICES.

• a. This Software may make use of, or have the ability to make use of, link to, or integrate with 3rd party content or services. The availability of the content or services is at the sole discretion of the 3rd party service providers and may be subject to usage agreements and other restrictions. You agree to indemnify and save harmless Vendor and its licensors from all claims, damages, and expenses of whatever nature that may be made against Vendor and its licensors by 3rd party content and service providers as a result of Your use of the Software.
• b. Vendor offers a secure, single sign-on platform provided by Okta, Inc. ("Okta") for users to manage and access multiple applications through a single, secure home page as an optional service (the "Single Sign-On Platform"). In choosing to utilize the Single Sign-On Platform, you acknowledge and agree to Okta's privacy policy. You may find a full copy of Okta's Privacy Policy at https://www.okta.com/privacy-policy/. You acknowledge and agree that it is your sole responsibility to use the Single Sign-On Platform in a manner fully compliant with all applicable federal and state laws, including but not limited to HIPAA and all state privacy laws, and all laws governing your professional license, certification or registration. For the avoidance of doubt, Vendor assumes no responsibility or liability for your use of the Single Sign On Platform.

7. REGISTRATION. The Software may electronically register itself during installation or relocation and confirm that You have entered a valid "Product ID" or "User ID". The registration process only sends information necessary to determining that you have a valid license as specified in Exhibit A.

8. TRANSFER. You may NOT transfer the Software or Your rights to use the Software without the written consent of Vendor. Your rights under this license automatically terminate upon transfer.

9. SUBLICENSING. You may NOT sublicense the Software or Your rights under this license.

10. CONFIDENTIALITY. As a result of Your use of the Software and Vendor's performance of support activities on the Software, either party may have or may be provided access to the other's proprietary items or confidential information ("Confidential Information"). Such Confidential Information may be, but is not limited to, Your client and employee information and Vendor's software technology and business practices. Each party agrees to maintain the confidentiality of the other's Confidential Information in accordance with this provision and any separate nondisclosure agreement that expressly references the disclosure(s) between Vendor and You. At a minimum, each party agrees that it shall not make the other's Confidential Information available to any third party without the written consent of the other and that title and ownership of the Confidential Information provided by one party to the other shall remain the exclusive property of that party who has the right to possess the Confidential Information.

11. USER ACCESS. UNDER NO CIRCUMSTANCES SHALL VENDOR BE RESPONSIBLE FOR THE ACTIONS OF YOU OR YOUR USERS OF THE SOFTWARE. IN THE EVENT THAT YOU REQUEST VENDOR PROVIDE A USER ACCOUNT FOR ONE OF YOUR USERS VENDOR SHALL BE DEEMED, FOR THE PURPOSES OF FULFILLING THAT REQUEST, TO BE AN AGENT OF YOUR ORGANIZATION AND TAKES NO RESPONSIBILITY FOR THE ACTIONS OF ANY USER. CONTROL OF ACCESS TO THE SOFTWARE BY YOUR USERS IS THE SOLE RESPONSIBILITY OF YOUR ORGANIZATION AND NOT THE VENDOR. YOUR ORGANIZATION IS RESPONSIBLE FOR REVOKING USER ACCESS WHERE AND WHEN SUCH REVOKATION IS DESIRED.

12. TERMINATION. Duly authorized representatives of your company or business organization may terminate this Agreement at any time for any reason, and thereby terminate Your license to use the Software. Your license of the Software is automatically terminated if You do not abide by the Agreement terms. Upon Termination or expiration of Your license Vendor may take action to limit the Software’s functionality or prevent unauthorized use. Upon termination of Agreement, You shall discontinue the use of the Software and shall within thirty (30) days return to Vendor all copies of the Software or confirm that You have destroyed all copies of it. Your obligations to pay accrued charges and fees, if any, shall survive any termination of this Agreement. Vendor's third party licensors may protect their rights in the event of any violation of the terms and conditions of this Agreement. You agree to indemnify Vendor and its licensors for reasonable attorney fees in enforcing its rights pursuant to this Agreement.

13. EXPORT LAW ASSURANCES. You may not use or otherwise export or reexport the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or reexported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Software You represent and warrant that it is not located in, under control of, or a national or resident of any such country or on any such list.

14. NO IMPLIED LICENSE. Except as otherwise expressly stated, nothing in this Agreement shall be construed to grant either party any license, by implication, estoppel, or otherwise, to any intellectual property of the other, including trademarks, copyrights, patents, or trade secrets.

15. NON-WAIVER. Vendor's failure at any time to require strict performance from You of any of the provisions hereof shall not waive or diminish Vendor's right thereafter to demand strict compliance therewith or with any other provision. Waiver of any default shall not waive any other default. Vendor's rights hereunder are cumulative and not alternative.

16. DISCLAIMER OF WARRANTY. The Software is provided on an "AS IS" basis, without warranty of any kind, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by You. Should the Software prove defective, You, not Vendor or its licensors, assume the entire cost of any service and repair. If the Software is intended to link to, extract content from or otherwise integrate with a third party service, Vendor makes no representation or warranty that Your particular use of the Software is or will continue to be authorized by law in Your jurisdiction or that the third party service will continue to be available to You. This disclaimer of warranty constitutes an essential part of the agreement.

17. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL VENDOR OR ITS LICENSORS OR ITS DIRECTORS OR ITS EXECUTIVES OR ITS EMPLOYEES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE OR ECONOMIC LOSSES. IN NO EVENT WILL VENDOR OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID TO LICENSE THE SOFTWARE, EVEN IF YOU OR ANY OTHER PARTY SHALL HAVE INFORMED VENDOR OR ITS LICENSORS OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM. NO CLAIM, REGARDLESS OF FORM, MAY BE MADE OR ACTION BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO THE PARTY ASSERTING IT.

18. APPLICABLE LAW. This license shall be interpreted in accordance with the laws of California, USA. Any disputes arising out of this license shall be adjudicated in a court of competent jurisdiction in Los Angeles County, California, USA.

19. GOVERNING LANGUAGE. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.

20. ENTIRE AGREEMENT. This Agreement, which includes Exhibit A, constitutes the entire agreement between the parties relating to the Software and supersedes any proposal or prior agreement, oral or written, and any other communication relating to the subject matter of this license. Any conflict between the terms of this License Agreement and any Purchase Order, invoice, or representation shall be resolved in favor of the terms of this License Agreement. In the event that any clause or portion of any such clause is declared invalid for any reason, such finding shall not affect the enforceability of the remaining portions of this License and the unenforceable clause shall be severed from this license. Any amendment to this agreement must be in writing and expressly acknowledged and accepted by both parties.