SiteSwitch Hosted Instance License Agreement

Definitions

Custom Modules

1. A Custom Module is a software system that we build specifically for a Customer. It may contain any number of components, including, screens, reports and code writen specifically to the needs of a customer.
2. Custom modules are dependent on SiteSwitch to run, however they are seperate in that SiteSwitch is not dependent on them.
3. The code remains our Intelectual Property however we grant our Customer an exclusive license to use the Custom Model in its own business.
4. We will keep the source code and secrets of a Custom Module private and for the exclusive use of our Customer and its licensed users.
5. Custom Modules can be licensed to third party companies at the descretion of the Customer the Module was bulit for.
6. Siteswitch hosting is charged per domain and can be setup as either a shared instance or a stand alone instance.

Core System Modules

1. Any code that is not specific to a Customer will become part of the Core System and the source code will become closed.
2. Components that form part of the core system are supported as part of that system and are re-usable in the software and custom modules we build for other customers. If we extend a Core System Module to suit the needs of a specific Customer, then the extended features will become available to all Siteswitch customers.
3. Siteswitch Web Api This API provides services to the Old Portal and Smilefast Portal and the Accounts Portal and is part of the Core System.
4. Siteswitch Dot Net Core Api This API provides services to the Accounts Portal and is part of the Core System it is also used by OrhtoED and Smilefast Portals.
5. Siteswitch Portal This is the Old SiteSwitch Admin Portal and the Smilefast Portal shares that same code base. This software will be retired.
6. Siteswitch Accounts Portal This API provides services to the Old Portal and Smilefast Portal and the Accounts Portal and is part of the Core System.

Customer Modules

1. Smilefast Portal Smilefast Admin and Customer Portal Interfaces used for Case Management. Called SiteSwitch-Smilefast The actual Portal Code is hosted in the Older SiteSwich Admin system. The software is due to be retired and the Smiefast Portal will be turned off.
2. OrthoED Portal The Admin and Customer Portal has been built in a new Dot Net Core MVC Software and that will be chared with The Customer and the Customer will retain the IP and Copyright relating to it. Called SiteSwitch-OrthoED

General

1. Hosted Instance. "Hosted Instance" means an instance of Siteswitch which is setup to run a Custom Module. It's isolated from the core Siteswitch system and uses a seperate Database, an API and the custom software.
2. Components. "Components" means the individual modules or products that make up the System. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions.
3. Customer Data. "Customer Data" means any of Customer’s information, documents, or electronic files that are provided to The Provider hereunder.
4. Documentation. "Documentation" means the online documentation provided at www.siteswitch.net/userguide.
5. Error. "Error" means any reproducible material failure of the System to function in accordance with its Documentation.
6. Maintenance Windows. “Maintenance Windows” means collectively, standard maintenance and emergency maintenance. Standard maintenance windows will be published in advance on the SiteSwitch website at least 72 hours in advance of the start of the standard maintenance window. Emergency maintenance will occur as needed. Provier will make reasonable efforts to publish emergency maintenance windows on SiteSwitch website in advance of the emergency maintenance window, but it is possible that advanced notification of an emergency window may not occur.
7. System. "System" means the software service for which Customer has paid, including any Updates relating thereto that may be provided hereunder or thereunder, and any derivative works of the foregoing. A System is made up of individual Components.
8. Service Administrator. "Service Administrator" means the person(s) that Customer designate(s) to purchase on behalf of Customer usage of the Service, authorize Users under the Agreement, create accounts for additional Users and otherwise administer Customer's use of System.
9. Support. "Support" means the ongoing services by Provier to support the System as defined in Section 3 below.
10. Update. "Update" means any patch, bug fix, release, version, modification or successor to the System.
11. User. "User" means a named individual to whom Customer has granted access to use the System on Customer’s behalf, regardless of whether or not the User actually accesses the Software. Users may be Customer's employees, consultants, contractors or agents.
12. Edition. “Edition” means the named configuration of the System that has been licensed to the Customer. An Edition defines what Components, features, limits, and/or usage restrictions are placed on the System licensed to the Customer. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions. New named Editions may also be introduced from time to time.
13. Effective Date. “Effective Date” is the date on which the Customer’s subscription to the licensed Edition of the System starts. The beginning of the contract term.

Use Rights

1. Use Rights. During the term and subject to the terms of this Agreement, Provider hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right to permit Customer's Users to use the licensed Edition of the System for Customer's business purposes. The use right in the preceding sentence is limited to use by the number of Users for which Customer has paid. Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes The Provider form of agreement agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the System not expressly granted herein are reserved to Provider.
2. License and Use Restrictions. Customer shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. Y​ou acknowledge and agree that Provider shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of Customer's Users relating to the System.
3. System Administrator; User Access. Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.
4. Customer Data. Customer owns all right, title and interest in the Customer Data. Customer hereby grants to Provider, a non-exclusive, non-transferable (except as set forth in Section 9(d) below), non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of Customer’s use of the System. Provider shall not use the Customer Data except to improve the System and as necessary to perform its obligations hereunder.
5. Sensitive Data; Customer Responsibilities. Customer acknowledges that the System is not intended for use with protected health information under HIPAA, credit card numbers, financial account numbers, or other similarly-sensitive personal information, and that Customer assumes all risk arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer's Users' use of the System is in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.
6. Security. Customer is solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the System, and for its Users’ compliance with the terms of this Agreement. Provider will act as though any electronic communications it receives under Customer's user names have been sent by Customer. Customer will immediately notify Provider if it becomes aware of any loss or theft or unauthorized use of any of Customer's passwords or user names. The Provider has the right at any time to terminate or suspend access to any User or to Customer if Provider believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the System or Providers network.

Support

1. Services Generally. Subject to the terms of this agreement, Provider shall use commercially reasonable efforts to make the System available to Customer.
2. Updates. Provider shall deliver Updates to the System that apply to the Customer’s currently licensed Edition From time to time, new Components or features may be released that are applied selectively to different Editions of the System.
3. Support Options and Procedures. Provider shall provide general support to the Customer as set forth on the Support Section of the Siteswitch website for the Customer's currently licensed Edition. Different Editions of the System will be entitled to different levels of support. In addition, Provider may offer premium support options to Customer at an additional charge.
4. Support Exclusions. Provider is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:
   1. the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment;
   2. any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Providers firewall);
   3. Customer’s use of the System other than in accordance with the System’s documentation; or
   4. a Force Majeure Event.
5. Support Fees. Provider has the right to bill Customer at its standard services rates for any support issues.

User Acceptance Testing

1. The responsibility of user acceptance testing of any software that we build for a Customer rests with the Customer.

Confidentiality

1. Definition: "Confidential Information" includes all information, tangible or intangible, designated as confidential or reasonably considered confidential. This encompasses, but is not limited to, technology, customer data, business plans, marketing strategies, finances, and third-party information required to be kept confidential.
2. Exclusions: Information that is publicly available or approved for release by the disclosing party's executive officer is not considered Confidential Information.
3. Usage: Each party shall use the Confidential Information solely for purposes related to this Agreement and shall not disclose it without written consent, except as authorized herein.
4. Legal Disclosure: If legally compelled, a party may disclose Confidential Information, provided it notifies the other party to seek protection and discloses only what is legally required.
5. Return or Destruction: Upon request, all Confidential Information must be returned or destroyed, subject to terms specific to Customer Data in Section 5(c).
6. Survival: The confidentiality obligations shall survive for 3 years post-agreement, or indefinitely for trade secrets, after the termination or expiration of this Agreement.

Non-Competition Clause

1. The Provider agrees not to develop, create, or facilitate the development of a product that competes directly with the Customers product, either for the Provider's own business use or for any third party.
2. The Customer agrees not to develop, create, or assist in the development of a product that competes directly with the Provider's SiteSwitch system, including any engagement in activities that would result in the creation of a competitive product.

Fees

1. Fees. In return for the products, services and use rights provided by The Provider to the Customer hereunder, Customer shall pay to The Provider the fees in the amount set forth. All dollar amounts refer to Australian dollars.
2. Payment Terms. The Provider shall invoice Customer monthly or yearly in advance for all recurring charges, which invoices will also include all non-recurring charges and expenses incurred since the previous invoice. Customer shall pay all Provider invoices within 7 days of the invoice date. If Customer is delinquent in payment of any portion of an invoice, Provider may, in addition to any other remedies it may have, including termination, suspend access to the System and/or provision of all services to Customer. Customer agrees to pay interest on delinquent amounts at the rate of 1½% per month (or, if lower, the maximum amount permitted by law) that a payment is overdue.

Indemnification Clause

Limitation of Liability

Disclaimer of Warranties

Termination

1. This License, along with its granted rights, will automatically terminate if the Customer fails to adhere to the terms herein and does not rectify such breach within 30 days of gaining knowledge of it. Any provisions of this License which, by their inherent nature, should continue after termination, will remain in effect post-termination.