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AEROLIB SOFTWARE AS A SERVICE AGREEMENT: This Software As a Service Agreement (the "Agreement") is made as of date of payment ("Effective Date") between User ("Customer") and Aerolib Healthcare Solutions, LLC ("Vendor"), a Pennsylvania limited liability company, with its principal office at 2770 Main Street, Suite 233, Frisco, Texas 75034. WHEREAS, Vendor is in the business of supplying software applications and related services to companies in the healthcare industry, including, among other things, its proprietary Appeals and Denials Tool, which allows automated appeals writing process; WHEREAS, Customer is a healthcare company/user that desires the use of Vendor's Appeals and Denials Tool ("ADT") software application products and services; WHEREAS, Vendor and Customer desire to enter into this Agreement defining their respective rights and responsibilities and memorializing the terms and conditions pursuant to which Vendor will provide to Customer the Services for a fee. NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties intending to be legally bound hereby agree as follows: 1. DEFINITIONS a. "aaS" is an acronym for "As A Service" and means a business model where the Vendor's software applications are hosted and delivered to the Customer, including support services over the Internet.. b. "aaS Materials" shall mean the written materials relating to the operation and use of the Vendor Software including, but not limited to, user manuals, user guides, technical manuals, release notes, and online help files regarding use of the Vendor Software provided as part of the Service, and any other materials prepared in connection with any Vendor Software modification, correction, or enhancement, and shall include any updated versions of aaS Materials as may be provided by Vendor from time to time (1) in the course of providing the Service; (2) as part of an online tutorials or help files provided with the Service; or (3) in the course of providing web seminars in which Customer or Customer's Users enroll. c. "Application Support Services" means support pertaining to connectivity issues, configuration setup and modifications and Customer requested customizations, which are defined in Schedule C. d. "Base Components" means the software, and hosting environment as specified in Schedule D that Vendor makes available for use by Customer as part of the Service. e. "Cloud Hosting" means the provision of Vendor's products and services in a hosted, virtualized environment, accessible via the internet in Vendor's hosted environment. f. "Vendor Software" means Vendor proprietary software applications and user interfaces as defined in Schedule A and made available to Customer by Vendor as part of the Service. Vendor Software may contain third-party software components licensed to Vendor. g. "Customer Data" means all data, files, including hypertext markup language files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that Customer creates, installs, uploads to or transfers in or through the Service or provides in the course of using the Service, excluding identification and other information provided by Customer relative to Customer Users. h. "Electronic Communications" shall mean any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically to or from the Service. i. "Infrastructure Support Services" shall mean the support provided by Vendor for the maintenance and stability of the hosting environment provided as part of the Service. j. "Product Support Services" shall mean the support provided by Vendor to remediate, correct, or abate errors in the out of the box Vendor Software that is provided as part of the Service as defined in Schedule B. k. "Purchase Order Form(s)" refers to a Customer document, in either electronic or written form, issued by Customer to confirm Customer's purchase of the Service. The parties acknowledge and agree that the terms and conditions of any such Purchase Order Form shall not be binding upon the parties or in any way modify, amend, or supersede the terms and conditions of this Agreement. l. "Service" shall mean the Vendor Software and infrastructure in a hosted environment provided and maintained by Vendor to which Customer is being granted access under this Agreement via a web site or another designated internet protocol (IP) address. Service or Services includes Product Support Services and Application Support Services described in this Agreement. m. "Term" means the 90 days during which Vendor provides the Service as a pilot to Customer. n. "Third Party Products" means application software products provided by third party vendors, including operating system and application software with which the Vendor Software may interface with and which provides certain functionality essential to the operation of the Vendor Software. Third Party Products are licensed to Vendor for incorporation and use in the hosted environment as part of the Service. o. "User(s)" means Customer's employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer or on Customer's behalf. 2. PROVISION OF SERVICES In consideration of the fees paid by Customer under this agreement, Vendor agrees to provide Customer access to the service. Specific components of the service to be provided to customer are as outlined in the schedules annexed hereto. 3. INSTALLATION SCHEDULE Vendor will implement the infrastructure described in Schedule D in this Agreement. This installation schedule is contingent on: a. (the Vendor Software having been installed and accepted by Customer; b. Customer providing: all data reasonably required by Vendor in order to implement the infrastructure as defined in the Statement of Work between the Parties; c. Customer completing all tasks and activities reasonably required as a prerequisite in order for the system to be placed into production use. Example of these types of activities are, but not limited to, validation activities, document approval, data migration, user training, etc.; and d. Customer providing their internal infrastructure and connectivity needed to access the Services. Failure of Customer to achieve all the contingencies described above as well as all other reasonable tasks required for installation may require an adjustment in the schedule and may require the payment of additional fees by Customer. 4. LICENSE GRANTS Subject to the terms and conditions of this Agreement, Vendor grants to Customer during the Term of this Agreement the nontransferable, nonexclusive worldwide right to permit Users to (a) use the Service, including the Base Components thereof, (b) display and print Customer Data, and (c) use the aaS Materials solely in connection with the Service, all solely for Customer's own internal business operations providing services to our clients, provided such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. Customer acknowledges and agrees that the license granted, for the items herein, is not a concurrent user license and that the rights granted to Customer in this Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that Customer authorizes to access the Service shall not exceed the number of licenses Customer has been granted,; (ii) licenses cannot be shared or used by more than one individual User; (iii) Customer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or make the Service or the aaS Materials available to any third party other than an authorized User; (iv) Customer shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Service, including without limitation the Vendor Software and or aaS Materials that are provided as a part thereof, or access the Service or aaS Materials in order to build a similar or competitive product or service; (v) Customer shall not create Internet 'links' to the Service or 'frame' or 'mirror' any part of the Service, including any content contained in the Service, on any other server or device. 5. LICENSES FROM CUSTOMER Subject to the terms and conditions of this Agreement, Customer grants to Vendor and its Third Party Vendors the non-exclusive, nontransferable worldwide right to copy, store, record, transmit, display, view, or print (a) Customer Data solely to the extent necessary to provide the Service and aaS Materials to Customer, and (b) any trademarks that Customer provides Vendor for the purpose of including them in Customer's user interface of the Service ("Customer Trademarks"). In addition, Customer acknowledges and agrees that it is Customer's obligation to inform Customer's Users and customers of the processing of Customer Data and information regarding Customer and Customer's Users pursuant to this Agreement and to ensure that such Users and customers have given any necessary consent to such processing as required by all applicable data protection legislation. 6. PROPRIETARY RIGHTS Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that the content or information presented to the Customer through the Service may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. 7. LICENSE FEE, TERM AND PAYMENT The initial term ("Initial Term") of this Agreement will commence on the Effective Date. If the Agreement is not renewed or extended after such time, ALL confidential materials will be deleted fifteen (15) days after the Term Date. Invoicing. Vendor shall invoice Customer annually for the Vendor Software. In order to be paid, all invoices must contain sufficient detail to enable timely review and processing by Customer and must be submitted electronically, in a form acceptable to Customer. 8. TERMS OF SERVICE Service Extensions or Updates: Customer further agrees that, unless explicitly stated otherwise, any new features that augment or enhance the Service, and or any new service subsequently purchased by Customer pursuant to an amendment accepted by Vendor referencing this Agreement will be subject to this Agreement. Customer Must Have Internet Access: In order to use the Service, Customer must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based Content. Passwords, Access, and Notification: Customer may designate up to the number of Users that corresponds to the number of permitted Users. Customer will provide and assign unique password and user names to each authorized User for each license purchased. Customer acknowledges and agrees that Customer is prohibited from sharing passwords and or user names with unauthorized users. 9. CONFIDENTIALITY Each party may have access to information that is confidential to the other party ("Confidential Information"). For purposes of this Agreement, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential. 10. HIPAA COMPLIANCE Each Party acknowledges and agrees that it will comply with all the tenets of the Health Insurance Portability and Accountability Act ("HIPAA") and the HITECH Act in protecting the privacy and security of protected health information ("PHI"). 11. LIMITATION OF LIABILITY IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. 12. TERMINATION Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon termination, Customer's access to the Service will be discontinued and all Customer Data will be deleted within fifteen (15) days. By clicking "I agree", you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.