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End User License Agreement

PT Compliance Group, LLC
END USER LICENSE AGREEMENT FOR CHARTSAFE™

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING THE CHARTSAFE™ SOFTWARE. THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU AND PT COMPLIANCE GROUP, LLC. BY INSTALLING, COPYING OR OTHERWISE USING THE CHARTSAFE™ SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT USE THE SOFTWARE. CLICK "AGREE/ACCEPT" TO USE THE CHARTSAFE™ SOFTWARE, OR CLICK "DISAGREE/DECLINE" AND YOU WILL NOT BE GRANTED ACCESS TO THE CHARTSAFE™ SOFTWARE

1. General. The web-based non-downloadable software, its source code, and any documentation accompanying the software, whether online, on disk, in read only memory, on any other media or in any other form (collectively the "CHARTSAFE™ Software") are licensed, not sold, to you by PT Compliance Group, LLC ("PTCG") for use, access and display only under the terms of this EULA, and PTCG reserves all rights not expressly granted to you. The rights granted herein are limited to the non-exclusive right to use, access and display the CHARTSAFE™ Software and do not include any intellectual property rights including but not limited to any applicable patents, trademarks or copyrights. You own the media on which the CHARTSAFE™ Software is used, accessed and displayed but PTCG retains ownership of the CHARTSAFE™ Software itself. The terms of this EULA will govern any software upgrades provided by PTCG that replace and/or supplement the original CHARTSAFE™ Software product, unless such upgrade is accompanied by a separate EULA in which case the terms of that EULA will govern.

2. Fees. By accepting the terms of this EULA, you agree to pay any and all yearly fees ("License Fees") associated with the CHARTSAFE™ Software. Each end-user shall pay a separate License Fee and enter into a separate EULA.

3. Permitted License Uses and Restrictions. This EULA allows you to use, access, and display the CHARTSAFE™ Software. The CHARTSAFE™ Software may be used to reproduce or print materials, including but not limited to instructions, forms, manuals, and customer data so long as such reproduction, copying and printing is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. Because the CHARTSAFE™ Software is web-based non-downloadable software, you may not make any copies of the CHARTSAFE™ Software even for backup purposes. Except as and only to the extent expressly permitted in this EULA or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the CHARTSAFE™ Software or any part thereof.

4. Transfer. You may not rent, lease, lend, sublicense or transfer the CHARTSAFE™ Software or this EULA.

5. Consent to Use of Data. You agree that PTCG and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals that are gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the CHARTSAFE™ Software and to verify compliance with the terms of this EULA. PTCG may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

6. Other Services. Use of the CHARTSAFE™ Software requires Internet access and may require use of certain Services that necessitate the acceptance of additional terms of service which will be presented to you before you can use such Services.

Certain Services may include materials from third parties or links to certain third party web sites. You acknowledge and agree that PTCG is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. PTCG does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that PTCG is not in any way responsible for any such use by you.

You agree that the Services may contain proprietary information and material that is owned by PTCG and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright laws, and that you will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

PTCG and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will PTCG be liable for the removal of or disabling of access to any such Services. PTCG may also impose limits on the use of or access to certain Services, in any case and without notice or liability. In the event of removal or disabling of access, you may be entitled to a portion of any License Fees paid for use, access to, or display of the CHARTSAFE™ Software.

7. Maintenance Services. PTCG may provide you Services in the form of Audit Support and/or Technical Support. Audit Support may require you to provide PTCG with proprietary information. Such information will remain confidential and PTCG will make reasonable efforts to secure such confidential or proprietary information. You may also be required to enter into a Business Associates Agreement in accordance with the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E (“the Privacy Rule”) to allow PTCG access to Protected Health Information while providing Audit Support and/or Technical Support Services. Audit Support and/or Technical Support Services will be available to you during normal business hours 9:00 AM EST through 5:00 PM EST at 888-680-7688 or via email at AuditSupport@ChartSafe.net or TechSupport@ChartSafe.net, respectively. The availability of Services provided under this Section 7 is determined based upon the package of services purchased by you.

8. Term and Termination. This EULA becomes effective upon acceptance, or use, access, or display of the CHARTSAFE™ Software. This EULA is effective for a period of one (1) year and will renew automatically in subsequent one (1) year terms unless cancelled by either party; renewal may require the payment of additional end-user License Fees. Your rights under this EULA will terminate automatically without notice from PTCG if you fail to comply with any term(s) of this EULA. Upon the termination of this EULA, you shall immediately cease all use of the CHARTSAFE™ Software.

9. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CHARTSAFE™ SOFTWARE AND SERVICES (AS DEFINED ABOVE) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE CHARTSAFE™ SOFTWARE AND SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PTCG AND ITS LICENSORS (COLLECTIVELY REFERRED TO AS "PTCG" FOR THE PURPOSES OF SECTIONS 9 AND 10 OF THIS EULA) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CHARTSAFE™ SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. PTCG DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CHARTSAFE™ SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE CHARTSAFE™ SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CHARTSAFE™ SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE CHARTSAFE™ SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PTCG OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE CHARTSAFE™ SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. PTCG FURTHER DOES NOT WARRANT AGAINST AN AUDIT BY APPLICABLE AUTHORITY OR WARRANT THAT YOU WILL FULLY COMPLIANCE WITH APPLICABLE LAWS, STATUTES, RULES OR REQUIREMENTS BY USING THE CHARTSAFE™ SOFTWARE.

10. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL PTCG BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE CHARTSAFE™ SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF PTCG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall PTCG's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount paid in License Fees. The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.

11. Export Control. You may not use or otherwise export or reexport the CHARTSAFE™ Software except as authorized by United States law and the laws of the jurisdiction in which the CHARTSAFE™ Software was obtained. In particular, but without limitation, the CHARTSAFE™ Software may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the CHARTSAFE™ Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

12. Government End Users. The CHARTSAFE™ Software and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights are reserved to PTCG under the copyright laws of the United States.

13. Controlling Law and Severability. This EULA will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, as applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents. Parties agree to venue in Bradford County, Pennsylvania for all disputes arising out of this EULA. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this EULA shall continue in full force and effect.

14. Complete Agreement; Governing Language. This EULA constitutes the entire agreement between the parties with respect to the use of the CHARTSAFE™ Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to accept additional Services. No amendment to or modification of this EULA will be binding unless in writing and signed by PTCG. Any translation of this EULA 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 EULA shall govern.

15. Force Majeure. In the event that PTCG cannot make the CHARTSAFE™ Software available to you as agreed due to earthquake, typhoon, flood, fire disaster, war, server malfunction outside of PTCG's control or any other event of Force Majeure which cannot be reasonably foreseen, or the occurrence and subsequence of such event cannot be prevented or avoided, PTCG shall promptly, by the most quick way, inform the you of the circumstance; PTCG will make reasonable efforts to make the CHARTSAFE™ Software available to you as quickly as possible thereafter, but such an event does not entitle you to cancellation of this EULA or return of any License Fees paid for the CHARTSAFE™ Software.

16. Third-Party Software.
A. PayPal. The CHARTSAFE™ Software contains software from PayPal. The software from PayPal enables you to pay online for the Software and Services. You may use PayPal only by means of the intended end-user functions of this Software and agree to the terms and conditions of use set forth at https://cms.paypal.com/cgi-bin/marketingweb?cmd=_render-content&content_ID=ua/Legal_Hub_full&locale.x=en_US

B. Spice Logic. The CHARTSAFE™ Software contains software from Spice Logic Consulting & Technologies, Inc. ("Spice Logic") as is used in conjunction with PayPal. You may use Spice Logic only by means of intended end-user functions of this Software and agree to the terms and conditions of use set forth at http://www.spicelogic.com/Products/ASP-NET-PayPal-Control-for-Website-Payments-Standard-4/EULA