Terms of
Service.

Introduction

This SaaS Services Agreement ("Agreement") is entered into between Noteable, LLC., with a place of business at 3040 Avemore Square Place, Charlottesville, VA 22911 ("Company"), and the subscribing customer ("Customer"). There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

1 SaaS Services & Support

Subject to the terms of this Agreement, Company will provide Customer with access to a private tenancy of the Noteable software-as-a-service platform, train and assist with initial configuration, and provide ongoing technical support, as defined in the Support Terms below ("The Services").

2 Restrictions & Responsibilities

2.1 Restrictions

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2 Compliance

Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect and all applicable laws and regulations, including but not limited to HIPAA, as amended, and related privacy, security, breach notification, and enforcement regulations defined at 45 C.F.R. Parts 160 and 164 ("HIPAA Rules"), and all applicable federal, state, and international data privacy laws and regulations.

2.3 Customer Data

Customer represents, warrants, and covenants to Company that Customer owns or otherwise has the necessary rights and consents in and relating to the Customer Data so that, as received by Company and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party or violate any applicable law.

3 Payment of Fees

3.1 Fees

Customer will pay Company the then applicable fees described in the Order Form for the Services. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared.

3.2 Invoicing

Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. If Company has Customer payment info on file, Company reserves the right to debit payment immediately upon issuance of invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

4 Term & Termination

4.1 Term

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as set forth in the Order Form.

4.2 Termination for Cause

Either party may terminate this Agreement upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided.

4.3 Post-Termination

Upon any termination, Company will place Customer tenancy into Maintenance Mode. In maintenance mode, a single user account with administrator level access may continue to log into Noteable for the purposes of accessing and reviewing historical client data. For the first full month following termination, this service is at no charge. Thereafter, Customer agrees to pay a maintenance fee of $100/mo for this continued service.

Regardless, Company will retain all Customer data, in archive form, for a minimum period of 10 years from termination. Thereafter, Company may or may not opt to destroy Customer data.

4.4 Survival

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

5 Warranty & Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, but Company shall use reasonable efforts to provide advance notice of any scheduled service disruption.

6 Indemnity

6.1 Company Indemnification

Company shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns from losses resulting from third-party claims of infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement.

6.2 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any and all losses resulting from any third party claim arising out of: (i) Customer Data; (ii) any materials or information provided by or on behalf of Customer; (iii) Customer's breach of any of its representations or warranties under this Agreement; or (iv) negligence or willful misconduct by Customer, any User, or any third party on behalf of Customer in connection with this Agreement.

6.3 Customer Operations

The operations performed by Customer shall be at the risk of the Customer exclusively. To the fullest extent permitted by law, Customer shall indemnify, defend, and hold harmless Company and affiliated companies from and against any and all claims which arise or are in any way connected with work performed, materials furnished, or services provided under this Agreement by Customer or its agents.

7 Limitation of Liability

8 Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior knowledge and approval.