License Agreement

1. Definitions

In this Agreement:

• "Software" means the Calcaware application, source code, object code, database schema, documentation, and any updates provided under your order.
• "Source License" means the license described in Section 2 that includes access to source code and modification rights.
• "Licensed Software" means the license described in Section 3 that permits use of the software without source-code modification.
• "Customer," "you," and "your" mean the person or entity that purchased the license.
• "Feature Package" means a scoped service engagement to add, change, or integrate functionality, as described in Section 6.
• "Order" means the checkout confirmation, quote, invoice, or statement of work that identifies the Software, license model, fees, and term.

2. Source License

Subject to payment of the applicable fees and compliance with this Agreement, Calcaware grants you a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, modify, and deploy the Software for your internal business purposes and for the businesses you directly operate. You may host the Software on infrastructure you control or on infrastructure provided by a third party on your behalf.

You own the copy of the source code delivered to you, including your modifications. Calcaware retains ownership of the original Software, its underlying intellectual property, and any pre-existing materials. Nothing in this Agreement transfers Calcaware’s copyright or other intellectual property to you.

You may use the Software to provide services to your own clients, provided that the Software is not the primary product being resold. You may not sell, sublicense, distribute, or publish the Software itself, or a derivative of it, as a competing software product or template. If you want to distribute it more broadly, contact us for a separate agreement.

Source Licenses include twelve (12) months of bug-fix updates from the date of purchase. Major version upgrades, new modules, and ongoing maintenance may require a Care Plan or a separate purchase.

3. Licensed Software

Subject to payment of the applicable fees and compliance with this Agreement, Calcaware grants you a non-exclusive, non-transferable, limited license to access and use the Licensed Software during the applicable license term, solely for your internal business purposes.

Licensed Software is provided in object-code or hosted form. You do not receive source code and may not modify, reverse engineer, decompile, or create derivative works from the Software, except to the extent a restriction is prohibited by applicable law.

Licensed Software includes updates and bug fixes during an active license term. Your license renews according to the term shown at purchase unless cancelled before renewal. If your license expires or is terminated, you must stop using the Software, though we will provide a reasonable opportunity to export your data.

Licensed Software customers may purchase Feature Packages to request specific additions. Feature work is performed by Calcaware and deployed to your instance.

4. License restrictions

Unless your Order expressly permits it, you may not:

• Resell, sublicense, rent, lease, or distribute the Software as a standalone product.
• Remove or obscure copyright, trademark, or proprietary notices.
• Use the Software to build a competing product or template for resale.
• Circumvent license controls, access restrictions, or usage limits.
• Use the Software in violation of law or third-party rights.
• Transfer the license without our prior written consent, except as part of a sale of substantially all of your business or assets, provided the transferee agrees to this Agreement.

5. Ownership and intellectual property

Calcaware and its licensors own all right, title, and interest in the Software, including all intellectual property rights, except for the rights expressly granted to you. Your modifications to a Source License copy are yours, but they do not give you ownership of the underlying Software or the right to distribute it as a competing product.

If you provide feedback or suggestions, we may use them without restriction or compensation. We will not identify you publicly without permission.

6. Feature packages and custom work

Feature Packages are scoped in a written quote or statement of work. Each package identifies the requested change, the fee, the deliverables, and the acceptance criteria. Work outside the agreed scope requires a new quote.

Unless otherwise agreed in writing, custom features developed by Calcaware remain part of the Software and may be made available to other customers. You receive a license to use the feature under your existing license model, not exclusive ownership of the underlying code. If you need exclusive ownership of custom work, ask for a separate written agreement.

Feature Packages are generally non-refundable once work has begun, except where the work is not delivered as described in the agreed scope.

7. Updates and support

Updates are provided as described in your Order or Care Plan. Updates may change features, interfaces, or dependencies. We test updates before release, but you are responsible for validating them in your environment before relying on them in production.

Support is optional and provided under a Care Plan or a separate written agreement. Support hours, response targets, and exclusions are described on the support page or in your Order. Support does not include new feature development unless purchased as a Feature Package.

8. Fees and taxes

You agree to pay the fees shown in your Order. Fees are exclusive of taxes unless stated otherwise. Late or failed payments may result in suspension of updates, support, or access after reasonable notice. All fees are non-refundable except as described in the Refund Policy or required by law.

9. Customer responsibilities

You are responsible for your infrastructure, accounts, credentials, data, backups, user management, and compliance with the laws that apply to your business. You must keep your deployment reasonably secure, apply updates we provide, and notify us promptly of suspected unauthorized access.

You represent that you have the rights necessary to provide any data you ask us to import or process, and that your use of the Software will comply with applicable privacy, healthcare, financial, and professional-conduct requirements.

10. Confidentiality

Each party may receive confidential information from the other. The receiving party will use it only to perform under this Agreement, protect it with reasonable care, and not disclose it except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations. Confidential information does not include information that is public, independently developed, or lawfully received from a third party without a duty of confidentiality.

11. Warranty disclaimer

THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALCAWARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT IT WILL SATISFY ANY PARTICULAR REGULATORY REQUIREMENT. YOU ARE RESPONSIBLE FOR VALIDATING FIT BEFORE PRODUCTION USE.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALCAWARE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SOFTWARE WILL NOT EXCEED THE FEES YOU PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE.

13. Term and termination

A Source License is perpetual unless terminated for breach. A Licensed Software license runs for the term in your Order and renews as described at purchase. Either party may terminate for a material breach that is not cured within thirty (30) days after written notice.

On termination, you must stop using the Software and, for Licensed Software, remove or disable access. We will provide a reasonable opportunity to export your data. Sections that by their nature should survive termination will survive, including ownership, confidentiality, disclaimers, and limitation of liability.

14. General

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, United States, without regard to conflict-of-law principles. The parties will attempt to resolve disputes informally before pursuing legal action. If a dispute proceeds, it will be brought in the state or federal courts located in Pennsylvania, and each party consents to their jurisdiction.

This Agreement, together with the Terms of Use, Refund Policy, Privacy Policy, and your Order, is the entire agreement regarding the Software. If any provision is unenforceable, the remainder will continue in effect. You may not assign this Agreement without our written consent, except as part of a sale of substantially all of your business or assets.

Questions about licensing? Contact Calcaware Software Solutions LLC at solutions@calcaware.com.