The CareSoft Subscription Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually ("you" or "your"), and CareSoft UK Ltd ("CareSoft", "we", "us", or "our"). The agreement is for the licensing of the CsHealth solution ("the solution"). It consists of the terms and conditions below, as well as the License Terms, the SLAs, and the Offer Details for your Subscription or renewal (together, the "agreement"). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable. Key terms are defined in Section 8.
1. Use of Software.
a. Right to use.
We grant you the right to install and use the Software included with your Subscription, as further described in this agreement. You may not resell or redistribute the software provided in your subscription. You may extend or customise the solution. We reserve all other rights.
b. Acceptable use.
You may use the Product only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the Product, except to the extent applicable law permits it despite these limitations. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the subscription. You may not rent, lease, lend, resell, transfer, or host the Product, or any portion thereof, to or for third parties except as expressly permitted in this agreement. The solution is designed for Public Health Authorities or their affiliates.
c. End Users.
You control access by End Users, and you are responsible for their use of the Product in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy and that they have a valid license to use the software as provided by this subscription.
d. Data.
The CsHealth solution is deployed to your Office 365 tenant as either a Power App or Dynamics 365 App. CareSoft does not process or store any data. The storage and protection of data is within your tenant and is solely your responsibility.
e. Additional Software for use with CsHealth.
Additional software such as the CsHealth Safety Client is provided for use in conjunction with the CsHealth solution. We license Software to you; we do not sell it. Proof of your Software license is (1) this agreement, (2) any order confirmation, and (3) proof of payment.
2. Purchasing a Subscription
a. Available Subscription offers.
The CareSoft Portal provides Offer Details for available Subscription offers, which generally can be categorized as one of the following: (i) Commitment Offering. You commit in advance to purchase a specific quantity of licences for use during a Term and to pay upfront or on a periodic basis in advance of use. Committed quantities not used during the Term will expire at the end of the Term. (ii) Limited Offering. You receive a limited quantity of licenses for a limited term without charge (for example, as a trial Subscription or free account).
b. Ordering.
(i) By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. (ii) Some offers may permit you to modify the quantity of Licenses during the Term of a Subscription. Additional quantities of Licenses added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described below in Section 3.b.
c. Pricing and payment.
Payments are due and must be made according to the Offer Details for your Subscription. (i) For Commitment Offerings, the price level may be based on the quantity of Licenses you ordered. Some offers may permit you to modify the quantity of Licenses ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Licenses will not be increased, as to your Subscription, from those posted in the CareSoft Portal at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Offer Details, or for Previews or Non-CareSoft Products. All prices are subject to change at the beginning of any Subscription renewal.
d. Renewal.
(i) Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the terms and conditions set forth in the CareSoft Portal on the date on which your Subscription is renewed (the "Renewal Terms"). If you do not agree to any Renewal Terms, you may decline to renew your Subscription. (ii) For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If the existing Term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term. (iii) For Limited Offerings, renewal may not be permitted.
e. Taxes.
Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
3. Term, termination, and suspension.
a. Agreement term and termination.
This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
b. Subscription termination.
You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective. (i) One-Month Subscription. A Subscription having a one-month Term may be terminated anytime without any cancellation fee. (ii) Subscriptions of more than one-month. If you terminate a Subscription within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided, and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If you terminate a CareSoft Subscription at any other time during the term, you must pay for the remainder of the Term, and no refunds will be provided. (iii) Limited Offerings. CareSoft may terminate your Subscription to a Limited Offering at any time during the Term immediately without notice. (iv) Other Subscriptions. For all other Subscriptions, if you terminate a Subscription before the end of the Term, you must pay a fee equal to one-month’s Subscription fee and you will receive a refund of any portion of the Subscription fee you have paid for the remainder of the Term; provided, however, no refunds will be provided for partially unused months.
4. Warranties.
a. Limited warranty.
(i) Subscription. We warrant that the Subscription will meet the terms of the SLA during the Term. Your only remedies for breach of this warranty are those in the SLA.
b. Limited warranty exclusions.
This limited warranty is subject to the following limitations: (i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty; (ii) this limited warranty does not cover problems caused by accident, abuse or use of the Products in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control; (iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements or by limitations present in your environment. For the purposes of this agreement your environment also refers to any system you procure such as Microsoft Dynamics 365.
c. DISCLAIMER.
Other than this warranty, we provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them.
5. Limitation of liability.
a. Limitation.
The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement during the 3 months before the cause of action arose; provided, that in no event will a party’s aggregate liability exceed the amount paid during the Subscription. For Products provided free of charge, CareSoft has no liability.
b. EXCLUSION.
In no event will either party be liable for loss of revenue or loss of anticipated savings (in either case whether direct or indirect), indirect, incidental, special, punitive, or consequential damages, loss of use, loss of business information, or interruption of business, however caused or on any theory of liability.
c. Exceptions to limitations.
The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under Section 5; or (2) violation of the other's intellectual property rights.
d. Liability for death or personal injury.
In any case where the law of England and Wales applies per the terms of the Agreement or the determination of a court, nothing in this Agreement shall exclude liability for death or personal injury caused by negligence or liability for fraudulent misrepresentation.
7. Miscellaneous.
a. Notices.
Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Notices to CareSoft must be sent to the following address:
CareSoft UK Ltd, Mansion House, Manchester Road, Altrincham, Cheshire, WA14 4RW
Notices to you will be sent to the email address that you identify on your account as your contact for notices. CareSoft may send notices and other information to you by email or other electronic form.
b. License Transfers and Assignment.
You may not assign this agreement either in whole or in part or transfer licenses.
c. Consent to partner fees.
When you place an order, you may be given the opportunity to identify a "Partner of Record" associated with your Subscriptions. By identifying a Partner of Record, directly or by authorizing a third party to do so, you consent to our paying fees to the Partner of Record. The fees are for pre-sales support and may also include post-sales support. The fees are based on, and increase with, the size of your order. Our prices for subscriptions are the same whether or not you identify a Partner of Record.
d. Severability.
If any part of this agreement is held unenforceable, the rest remains in full force and effect.
e. Waiver.
Failure to enforce any provision of this agreement will not constitute a waiver.
f. No agency.
This agreement does not create an agency, partnership, or joint venture.
g. No third-party beneficiaries.
There are no third-party beneficiaries to this agreement.
h. Applicable law and venue.
This agreement is governed by the laws of England and Wales. If we bring an action to enforce this agreement, we will bring it in the jurisdiction where you have your headquarters. If you bring an action to enforce this agreement, you will bring it in England and Wales. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.
i. Entire agreement.
This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this CareSoft Subscription Agreement, (2) the applicable Offer Details, and (3) any other documents in this agreement.
j. Survival.
The terms in Sections 1, 2.c., 2.e., 4, 5, 6, 7, and 8 will survive termination or expiration of this agreement.
k. Force majeure.
Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Licenses)). This Section will not, however, apply to your payment obligations under this agreement.
l. Contracting authority.
If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.
8. Definitions.
Any reference in this agreement to "day" will be a calendar day.
"Commitment Offering" or "Limited Offering" describe categories of Subscription offers and are defined in Section 2.
"Data" is defined in the Subscription Terms.
"End User" means any person you permit to access the solution."Non-CareSoft Product" is defined in the Subscription Terms.
"Offer Details" means the pricing and related terms applicable to a Subscription offer, as published in the Portal.
"Product" means any CareSoft Subscription or product (including any Software).
"SLA" means the commitments we make regarding delivery and/or performance of a product as published in the Offer Terms for that Subscription.
"Subscription" means an enrollment for CareSoft Products for a defined Term as specified on the CareSoft Portal. You may purchase multiple Subscriptions, which may be administered separately, and which will be governed by the terms of a separate CareSoft Subscription Agreement.
"Term" means the duration of a Subscription (e.g., 30 days or 12 months).