Comprehensive Network Solutions (www.CareCollab.net)
Terms and Conditions
Comprehensive Network Solutions (www.CareCollab.net) Customer Confidential (this document is Not for distribution or use by third parties)

I. GENERAL
These Terms and Conditions state the terms and conditions for the delivery of Services, Software, hereinafter, separately or collectively, referred to as “Product” by Comprehensive Network Solutions (www.CareCollab.net) and its affiliates. Product can be accessed remotely by Customer over the Internet, in the Cloud or by other means made available by Comprehensive Network Solutions (www.CareCollab.net) in its sole discretion.

THESE TERMS AND CONDITIONS ARE AN ELECTRONIC AGREEMENT AND CONSTITUTE A LEGALLY BINDING CONTRACT. BY USING THE Product, YOU CONSENT TO ENTER INTO THIS AGREEMENT, ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT AND REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO CONSENT TO SUCH TERMS ON BEHALF OF YOUR EMPLOYER. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE product.

You may not access the Product if you are a direct competitor, except with Comprehensive Network Solutions (www.CareCollab.net) prior written consent. In addition, you may not access the Product for purposes of monitoring, performance, availability or functionality, or for any other benchmarking or competitive purposes, without a prior agreement or authorization from Comprehensive Network Solutions (www.CareCollab.net).

II. Definitions
“Customer” shall mean the entity that has purchased Products from Comprehensive Network Solutions (www.CareCollab.net).

“Data Services” means the online functionality of Comprehensive Network Solutions (www.CareCollab.net)’s Software as accessed through the internet, local server, cloud or any other medium by the means of the software user interface or designated application programmable interface (API).

“Marks” all trademarks, trade names and service marks, design elements, trade dress and the look and feel used with or associated with Comprehensive Network Solutions (www.CareCollab.net)’s Product(s).

“CNS” means Comprehensive Network Solutions (www.CareCollab.net)

“CNS” Technology” means CNS Software proprietary or licensed technology, including the Products, Data Services, Software, software tools, hardware designs, firmware, algorithms, user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property or proprietary rights throughout the world (whether owned by CNS or licensed to CNS from a third party) and also including any derivatives, improvements, enhancements or extensions of CNS Technology conceived, reduced to practice, or developed during the term of this project .

“Products” means Comprehensive Network Solutions (www.CareCollab.net)’s complete communication software leased by Customer.

“Data Services Software” means the software used by Comprehensive Network Solutions (www.CareCollab.net) to provide its Product.

“Usage Data” means, collectively, raw data relating exclusively and identified as such to Customers’ data, other resources’ consumption, other data from a device or data elements as measured by means of Products, together with any notifications or reports provided by Comprehensive Network Solutions (www.CareCollab.net) to Customer in the course of providing the Product.

“Product” means separately or collectively all services, software, hardware, products, data services, data and technology offered by Comprehensive Network Solutions (www.CareCollab.net).

“You” or “Your” means the Customer for which you are accepting this Agreement.

III. PRODUCT, TERM
Product and Data Services. A valid contract for Product purchased from CNS is required for Customer’s use or the Customer may not access data generated by Product unless such a contract is in place and in Good Standing.

Term Commencement.
The term for Product will commence on the date the Product sensors are activated and will extend for the duration of the of the contract, subject to Customer’s meeting their payment obligations and other obligations,

Renewal Term(s).
Subject to Customer’s meeting payment obligations, the Product will continue automatically for additional terms equal to the Initial Term (“Renewal Term”) unless Customer notifies CNS which has supplied the Product thirty (30) days prior to the end of the Initial Term or a Renewal Term, as applicable, that it has elected to terminate such Product.

IV. Intellectual Property Ownership
Except for the limited use rights expressly granted herein, these Terms and Conditions do not transfer any Intellectual Property rights from CNS to Customer. All rights, title and interest in and to Comprehensive Network Solutions (www.CareCollab.net) Technology and Product, will remain solely with CNS. CNS Technology, including, without limitation, its Product and services, will be protected by patents as well as, when applicable, copyrights. Customer may not directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets relating to CNS Technology. There are no implied licenses granted under these Terms and Conditions, and any rights not expressly granted to Customer hereunder are reserved by Comprehensive Network Solutions (www.CareCollab.net). Customer will not at any time do or permit any act to be done which may in any way impair CNS rights identified above. All other trademarks are the property of their respective owners.

V. Usage Data, Analytics
Customer retains all right, title and interest in and to the Usage Data. Comprehensive Network Solutions (www.CareCollab.net) will use the Usage Data itself or through third party service providers to perform under these Terms and Conditions and to improve the Product, and CNS may transfer Usage Data to entities in the same and other jurisdictions in connection with such efforts. Except as expressly set forth in these Terms and Conditions, CNS will not sell, rent, share, or disclose Usage Data to third parties in a form that indicates the identity of Customer without Customer’s prior consent. Subject to the foregoing, CNS shall have the unrestricted right to use Usage Data solely for internal business purposes (without limitation, for improving the Products and Data Services) without notice or other obligation to Customer.
CNS shall use reasonable commercial efforts to meet the following data retention targets during the Data Services Term:

CNS shall have the unrestricted right to generate averaged data, aggregated data, benchmarks, comparisons or recommendations using Usage Data, and to generate other calculations, derivatives, using, containing or referencing Usage Data, and aggregate Usage Data with or without data relating to third parties (all of the foregoing and the product of such activities referred to collectively herein as “Analytic Data”). All right, title and interest in Analytic Data shall be held solely by CNS. CNS shall have the unrestricted right to use, exploit, transfer, lease, sell or otherwise commercialize Analytic Data for any and all purposes without notice or obligation to Customer, provided that Analytic Data does not indicate the identity of Customer. Customer shall not have a right to consideration or any other right arising from the creation or exploitation of Analytic Data.

VI. CNS Duties and Responsibilities
Subject to Customer’s compliance with these Terms and Conditions and payment of all amounts due to CNS or its reseller in connection with Product, CNS agrees to use commercially reasonable efforts to provide the Product in accordance with these terms and Conditions.

VII. Warranty
CNS shall use reasonable commercial efforts consistent with prevailing industry standards to minimize errors and interruptions in the Product during the Product term, provided that; Products are Product and Products are used, each strictly in accordance with the applicable documentation and these Terms and Conditions (including, without limitation, use of Products in the unmodified form in which they are received from CNS);
Timely payment of all amounts due in respect of Data Services; and
Customer is not in default of any provision of these Terms and Conditions or the terms of any other commitment relating to Product to which Customer is bound, and Product may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of other causes beyond CNS’s reasonable control. CNS will not be liable as a result of these temporary service problems.

No Other Warranty.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE PRODUCT ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE PRODUCT IS AT ITS OWN RISK. CNS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CNS DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. IN THE EVENT OF ANY BREACH OF THE WARRANTIES UNDER THIS SECTION, CUSTOMER’S SOLE REMEDY IS TERMINATION PURSUAN TO THE TERMINATION CLAUSE FOR THESE TERMS AND CONDITIONS.
Under no circumstances shall CNS be liable, either in contract, tort, warranty, strict liability, negligence or under any statute, regulation or any other theory for: (i) unauthorized access, alteration, theft, corruption, loss, or destruction of or to Customer’s or its end user’s files, databases, or network; (ii) the content of the information sent to or received from the server serving the Data Services; or (iii) the downtime or lack of performance quality with respect to the ISP providing connectivity or any third party software used to provide remote access. Customer acknowledges that use of Product is at Customers’ own risk and that when using the Product, information will be transmitted over a medium which is beyond the control and jurisdiction of Comprehensive Network Solutions (www.CareCollab.net). Comprehensive Network Solutions (www.CareCollab.net) shall have no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with Product. CNS makes no warranties, or representations as to the accuracy, correctness, reliability or otherwise with respect to such information, and assumes no liability or responsibility of any kind for omissions or errors. In no event shall CNS be liable for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Product, whether based on warranty, contract, tort, or any other legal theory, and whether or not CNS is advised of the possibility of such damages. In the event that Product is disrupted, CNS will make reasonable efforts to notify Customers at the e-mail address CNS maintains as its primary contact address directly or indirectly. However, in the event of a natural or technological disaster, malfunction or other disruption of the Product, CNS may not have the ability to notify Customers of the outage or disruption.

VIII. Customer Duties and Responsibilities.
Customer represents and warrants that the performance of its obligations and use of the Product (by Customer and its users) will not violate any applicable laws or regulations or cause a breach of any obligations with any third parties.
Customer may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Product, or in any way reproduce or circumvent the navigational structure or presentation of the content, to obtain or attempt to obtain any information through any means not purposely made available through the Product.
Customer may not attempt to gain unauthorized access to any portion or feature of the Product, or any other systems or networks connected to the Product, by hacking, password “mining” or any other illegitimate means.
Customer may not probe, scan or test the vulnerability of the Product or any network connected to the Product, nor breach the security or authentication measures on the Product or any network connected to the Product.
Customer agrees not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Product or any systems or networks connected to the Product. Customer agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Product

Breach of Warranties.
In the event of any breach of the foregoing warranty, in addition to any other remedies available at law or in equity, CNS will have the right, in its sole discretion, to suspend immediately any related Product if deemed reasonably necessary by CNS. CNS will provide notice and opportunity to cure if practicable depending on the nature of the breach. Once cured, Comprehensive Network Solutions (www.CareCollab.net) will promptly restore the Product.
Customer agrees that it will use the Product only for lawful purposes and in accordance with these Terms and Conditions. Customer will comply at all times with all applicable laws and regulations. Customer will not assist any third party to access data generated by Products other than by means of Product provided by CNS hereunder. As a condition for receiving Product, Customer shall comply with the terms of any agreement (including, without limitation, payment obligations) between Customer and CNS. In respect of Products or Data, Customer will disclose passwords only to personnel authorized by Customer to use Product and shall ensure that such passwords remain secure. Customer will not enable use of Product other than by its authorized personnel.
Customer shall be responsible for selecting, obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Product, including, without limitation, modems, hardware, servers, software, operating systems, networking equipment, web servers, and long distance and local telephone service, but excluding the Data Services Software (collectively “Equipment”). Customer shall be responsible for ensuring that the Equipment is compatible with the Product and complies with the CNS recommendations for such interfaces. Customer shall also be responsible for providing adequate housing, and security for the use of Equipment

IX. Limitations of Liability.
Limitation of Damages. For any claim arising under or related to the Product or these Terms and Conditions, whether arising under theory of contract, tort (including negligence), strict liability or otherwise, Customer’s damages or recovery, if any, shall be limited to direct damages, subject to the following limitations:
CNS shall not be liable under any circumstances for any indirect, incidental, reliance, special, punitive or consequential damages including, but not limited to, lost revenue, lost profits, replacement goods, business interruption, lost data, interruption of Data Services, lost opportunities, or diminished stock price, even if CNS has been advised of the possibility of such damages; without limitation of the foregoing, CNS shall have no liability arising from or relating to customer’s use of user data or reliance on customer data to make business decisions; and
CNS shall in no event be liable to Customer for an amount greater than the amount paid by Customer to CNS for the Product in the six month (6) month period prior to notice of the claim under which damage or recovery is claimed.

Basis of the Bargain; Failure of Essential Purpose.
The parties acknowledge that CNS has set its prices and entered into these Terms and Conditions in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in these Terms and Conditions will survive and apply even if found to have failed of their essential purpose.

X. Indemnification.
Customer will indemnify, defend and hold CNS its officers and affiliates and partners harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action, or proceeding brought by any third party against CNS or its affiliates (i) alleging any breach of the Customer obligations, representations and warranties under these Terms and Conditions; (ii) arising from the Usage Data; and (iii) arising from CNS use of Customer Marks.

XI. Termination.
Termination for Cause. Either party may terminate these Terms and Conditions if: (i) the other party breaches any material term or condition of these Terms and Conditions and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice (email is an acceptable form of notice) from CNS ; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

CNS will have no liability for any termination or expiration of any Product or these Terms and Conditions in accordance with their terms.

Upon the effective date of termination Comprehensive Network Solutions (www.CareCollab.net) will immediately cease providing the Product and Customers’ access to the Product will be immediately suspended. Any and all payment obligations of Customer under their contract for Product provided through the date of termination will immediately become due and payable.

XII. Miscellaneous Provisions.
Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under these Terms and Conditions due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If CNS is unable to provide Product for a period of thirty (30) consecutive days as a result of a continuing force majeure event, Customer may terminate the Product.
Customer agrees that during the term of these Terms and Conditions CNS may publicly refer to Customer, orally and in writing, as a Customer of CNS. Any other reference to Customer by CNS requires the written consent of Customer.

XIII. Governing Law.

All disputes or claims arising under this Agreement shall be submitted to binding arbitration before an arbitrator mutually agreed to by the parties, or, if agreement cannot be reached within thirty (30) days, before the American Arbitration Association (“AAA”), at a place agreed upon by the parties or in the state of Maryland. The arbitration shall be subject to the rules of the AAA. The parties will equally pay the costs of arbitration other than their own counsel fees, witness fees or other preparation costs. If the operation of this provision conflicts with the requirements of U.S. Government procurement law or regulation relating thereto, the applicability of this provision shall be as construed and limited as to remove such conflict. The parties agree to be bound by and to comply with the decision of the arbitrator. They further agree that either party may bring an action in a Maryland Court to enforce the decision of the arbitrator, that the parties will be subject to the jurisdiction of that court for purposes of such action, and to accept service by mail, for purposes of such an action. If any party to this Agreement is protected from arbitration proceedings or suit on the grounds of sovereign immunity, that party, by entering into this Agreement, agrees to waive that defense for all purposes in connection with the enforcement of the terms of this Agreement, but for no other purposes.

XIV. Severability; Waiver.
In the event any provision of these Terms and Conditions is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of these Terms and Conditions will remain in full force and effect. The waiver of any breach or default of these Terms and Conditions will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

Assignment.
Customer may assign its rights and obligations under these Terms and Conditions in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets with a 60 day prior written notice to CNS. Customer may not otherwise assign its rights or delegate its duties under these Terms and Conditions either in whole or in part without the prior written consent of Comprehensive Network Solutions (www.CareCollab.net), and any attempted assignment or delegation without such consent will be void. CNS may assign these Terms and Conditions in whole or part. CNS also may delegate the performance of certain Product to affiliates or third parties. Subject to the foregoing, these Terms and Conditions will bind and inure to the benefit of each party’s successors and permitted assigns.

XV. Change in Product.
CNS has the reasonable right to change, modify and otherwise convert the technology used to provide the Product and terms under which the Product are offered, provided that the basic functionality and quality of the Product will not thereby be reduced.

XVI. Notice.
Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to CNS at the customer address shown in the customer facility. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.

XVII. Relationship of Parties.
CNS and Customer are independent contractors and these Terms and Conditions will not establish any relationship of partnership, joint venture, employment, franchise or agency between CNS and Customer. Neither CNS nor Customer will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.

XVIII. Entire Document; Counterparts; Originals.
These Terms and Conditions, including all documents incorporated herein by reference, constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and documents, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or other response by Customer shall be deemed objected to by CNS without need of further notice of objection, and shall be of no effect or in any way binding upon CNS.

XIX. Interpretation of Conflicting Terms.
As between CNS and Customer, in the event of a conflict between or among the terms in these Terms and Conditions, and the terms of any other agreement with CNS, the provisions of these Term and Conditions shall govern.

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