Software as a Services Agreement

1. Definitions

Key terms include: Access Credentials (user names, passwords, keys and other identity verification means); Authorized User (individuals authorized under the agreement); Group Data (content received from Group through the Services, excluding Resultant Data); Careexpand Materials (service software, specifications, documentation, systems and related content); Hosted Services (the service software hosted and maintained for remote access); Services (as described in Schedule A and the agreement); Territory (the United States). Resultant Data is data derived from Processing Group Data that is sufficiently different that the underlying Group Data cannot be reverse engineered from it.

2. Services

• Careexpand provides the Hosted Services 24/7 in substantial conformity with the Specifications, except for scheduled downtime, force majeure events, circumstances beyond its reasonable control, and permitted suspensions.
• Careexpand retains sole control over the Services and Careexpand Materials; Group retains sole control over Group Systems and responsibility for all access through them.
• Each party maintains a service manager as primary point of contact.
• Careexpand may change the Services to maintain or enhance quality, competitiveness, cost efficiency, or legal compliance, and may use subcontractors.
• Careexpand may suspend or terminate access where required by judicial or governmental demand, or where it believes Group or an Authorized User breached the agreement, engaged in fraud or unlawful activity, or the agreement expired or terminated.

3. Authorization and Group restrictions

• Group is authorized to access and use the Services in the Territory during the Term for the Permitted Use by Authorized Users, conditioned on payment of Fees and compliance with the agreement. The authorization is non-exclusive and non-transferable.
• No other right, title or interest in the Services, Careexpand Materials or Third-Party Materials is granted. Group must not copy, modify, resell, reverse engineer, bypass security, transmit Harmful Code, damage the Services, remove proprietary notices, infringe third-party rights, perform competitive analysis, use the Services in hazardous or safety-critical environments, or otherwise exceed the granted scope.

4. Group obligations

• Group maintains its systems in good repair per the Specifications, gives Careexpand needed access, and cooperates as reasonably requested.
• Careexpand is not liable for delays caused by Group's failure to perform its obligations.
• Group must immediately stop and report any actual or threatened prohibited activity, including unauthorized access, and notify Careexpand.

5. Data backup

The Services do not replace the need for regular data backups or redundant archives. Careexpand has no obligation or liability for any loss, alteration, destruction, damage, corruption or recovery of Group Data.

6. Security

• Careexpand employs security measures per its privacy and security policy and maintains a data breach plan.
• Group is solely responsible for Group Data, its systems, Access Credentials, and all access through them.
• Group must employ physical, administrative and technical controls to protect credentials and control Group Data uploaded to the Services.

7. Fees and payment terms

• Group pays the fees in Schedule A. Careexpand may increase fees with at least 90 calendar days' written notice before a contract year.
• Group reimburses out-of-pocket expenses. All amounts are exclusive of taxes; Group bears applicable sales, use and excise taxes.
• Payment is due within 30 days of invoice, in US dollars.
• Late payments bear interest at 1.5% per month (or the highest lawful rate), plus collection costs; Careexpand may suspend Services after 30 days' notice of continued non-payment.
• All amounts are payable in full without setoff or deduction (other than legally required tax withholding).

8. Intellectual property rights

All right, title and interest in the Services and Careexpand Materials remain with Careexpand and its licensors. Group owns all right, title and interest in Group Data, and grants Careexpand the rights needed to perform the Services and enforce the agreement.

9. Confidentiality

• Each party's Confidential Information — including technology, trade secrets, business plans, protected health information, pricing, all Careexpand Materials, and the agreement's terms — must be used only to exercise rights under the agreement, shared only with Representatives who need to know and are bound by equivalent obligations, and safeguarded with at least reasonable care.
• Standard exclusions apply (prior knowledge, public domain, third-party receipt, independent development). Compelled legal disclosures require prompt notice and assistance so the disclosing party can seek protection, disclosing only what the law requires.

10. Term and termination

• Initial term of one year from the Effective Date, automatically renewing each year unless either party gives at least 90 days' written notice of non-renewal.
• Careexpand may terminate for unpaid fees (10 days' notice), breach of use restrictions or confidentiality, or default under another agreement. Either party may terminate for uncured material breach (30 days' notice) or insolvency.
• On expiration or termination: all rights terminate; each party returns or destroys the other's confidential materials and data (subject to legal retention and backups); Careexpand may disable access; prepaid unearned fees are refunded where Group terminates for cause; remaining term fees become due where Careexpand terminates for cause; and Group Data is delivered on written request within 60 days provided all amounts are paid.

11. Representations and warranties

• Each party represents due organization, authority, and that the agreement is binding.
• Careexpand warrants professional, workmanlike performance by qualified personnel per industry standards.
• Group warrants it holds the rights in Group Data needed for the Services to process it lawfully.
• All other warranties are disclaimed: the Services are provided "AS IS", without implied warranties of merchantability, fitness, title or non-infringement.

12. Indemnification

• Careexpand indemnifies Group against third-party claims that compliant use of the Services infringes a U.S. intellectual property right (with standard carve-outs for combinations, unauthorized modifications, failure to update, and Group misconduct).
• Group indemnifies Careexpand against claims relating to Group Data, materials Group provides, Group's breach, or Group's negligence or willful misconduct.
• Standard indemnification procedures apply, with the indemnitor controlling the defense. If infringement is claimed or likely, Careexpand may procure continued rights, modify or replace the Services, or terminate the agreement.

13. Limitations of liability

Careexpand is never liable for loss of production, use, business, revenue or profit; service interruption; data loss or security breach; or consequential, incidental, indirect, exemplary, special, enhanced or punitive damages. Aggregate liability never exceeds the fees Group paid in the last 12 months of the Term.

14. Force majeure

Neither party is liable for failure or delay caused by circumstances beyond reasonable control (natural disaster, war, terrorism, unrest, embargo, emergency, strikes, law or government action, power/telecom/transport shortage). Either party may terminate if such an event continues substantially uninterrupted for 30 days or more, with prompt notice and mitigation efforts required.

15. Miscellaneous

• Independent contractors; no agency, partnership or joint venture.
• Written notices to Careexpand, LLC, 8330 Lyndon B Johnson Freeway, Suite 1180, Dallas, Texas 75243, support@careexpand.com; deemed given per the delivery rules in the agreement.
• The executed agreement, including its schedules and signature blocks, governs the commercial relationship — this web version is provided for transparency.