Software License Terms & Conditions

This is an agreement between You, the Customer identified in the signature block of the Master Subscription Agreement (hereinafter referred to as “Customer” or “Licensee”), and Opus Behavioral Health Inc. (hereinafter referred to as “OPUS” or “Licensor”). This document describes and defines the services to be provided to the Customer should Customer choose to contract with OPUS through the Master Subscription Agreement. It also describes and defines the roles, restrictions, penalties, and other terms that Licensor agrees to abide by during, and sometimes after, the Term provided in Customer’s Master Subscription Agreement.

1. Definitions
   
   
   1. "Authorized User" means an employee or contractor of the Licensee whom the Licensee permits to access and use the Software and/or Documentation pursuant to the Licensee's license. Authorized Users may include documenting or non-documenting users. Clinical, Documenting, Full-Time, Part-Time, Paid, and other terms may be used interchangeably to define paid users, and Opus may, at its own discretion, differentiate certain user types.
   2. ​​"Insurance Claim" means any submission to the clearinghouse from the RCM (Revenue Cycle Management) platform, including rebills, generating paper claims, and any other form of claim submission, regardless of the outcome or payment status of the claim.
   3. "Eligibility Check" means any request made through the  platform to verify a patient's insurance coverage, benefits, and eligibility for services, regardless of the outcome or response received from the insurance provider. This includes, but is not limited to, real-time eligibility checks, batch eligibility checks, and any other form of eligibility verification process initiated through the RCM platform.
   4. "Documentation" means Licensor's user manuals, handbooks, and installation guides relating to the Software provided by Licensor to Licensee either electronically or in hard copy form. "Software" means the product described in Exhibit A, including any Updates provided to Licensee pursuant to this Agreement.
   5. "Updates" means any updates, bug fixes, patches, or other error corrections to the Software that the Licensor generally makes available free of charge to all licensees of the Software.
   6. “Go Live Date” shall mean the date, as determined by the Licensor, after the initial implementation and onboarding of Software and Documentation are complete. The licensee will be provided notice of the Go Live Date in the Scope of Work Agreement to be executed by the parties at a reasonable time after the execution of this Agreement.
   7. “Implementation” shall mean the period of time between the effective date of this Agreement and the Go Live Date, required for the Licensor to onboard its services to the Licensee ready for product usage.
   8. “AVT” shall mean Admissions Verification Tool
   9. “EHR” shall mean Electronic Health Records
   10. “OMT” shall mean Outcome Measurement Tool
   11. “Term” shall mean the initial length of service provided in the Customer’s Master Subscription Agreement along with any applicable renewal period.
   12. "Tenant" shall mean a group or unit of users who share common access with specific privileges to the software instance and data.
   13. “Master Subscription Agreement” shall refer to a contemporaneous agreement between you and Licensor that incorporates the Software License Terms and Conditions contained herein.
   14. “Software License Terms and Conditions” shall refer to this document, its exhibits, and any documents incorporated by reference herein.
   15. “Material Breach” means a breach by the Licensee of any of its obligations under this Agreement, including but not limited to failing to pay its monthly invoices fees, which has or is likely to have a Material Adverse Effect on this agreement and which such Party shall have failed to cure.
2. License
   
   
   1. License Grant. Subject to, and conditioned upon, the Licensee's payment of Fees in accordance with the applicable Master Subscription Agreement and compliance with all other terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 12(g)) license during the Term to (i) use the Software solely for Licensee's internal business purposes; and (ii) use and make a reasonable number of copies of the Documentation solely for Licensee's internal business purposes in connection with Licensee's use of the Software.
   2. Use Restrictions. The licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement or in any way that does not comply with state or federal guidelines. Without limiting the foregoing and except as otherwise expressly outlined in this Agreement, Licensee shall not at any time, directly or indirectly:
      
      1. copy, modify, or create derivative works of the Software or the Documentation, in whole or in part, without express written approval from OPUS;
      2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation;
      3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
      4. remove any proprietary notices from the Software or the Documentation; or
      5. use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that violates any applicable law.
   3. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement, including, without limitation, the right to grant licenses to use the Software to other parties. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other rights, title, or interest in or to the Software.
3. Licensee Responsibilities
   
   
   1. General. The Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by the Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by the Licensee will be deemed a breach of this Agreement by Licensee. The licensee shall make reasonable efforts to make all Authorized Users aware of this Agreement provisions as applicable to such Authorized User's use of the Software, and shall cause Authorized Users to comply with such provisions.
   2. Third-Party Products.   Licensor may distribute certain Third-Party Products with the Software. For purposes of this Agreement, such Third-Party Products are subject to their own license terms and the applicable flow-through provisions referred to the following web link, incorporated herein by reference: www.opusehr.com/links/third-party-products
   3. Addition and Removal of Authorized Users:   Licensee will have from time to time at its discretion to add Authorized Users to the Software. In doing so, Licensee will need to notify the Licensor of such changes by emailing support@opusehr.com and be subject to any additional fees, payments, and taxes as described in Master Subscription Agreement. 
   4. HIPAA Compliance   Licensee is a “Covered Entity” as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPPA”) and the Electronic Transaction, Security and Privacy Standards which are set forth in 45 C.F.R. Parts 142, 160, 162, and 164. The Licensor agrees that it shall be bound by the obligations of a Business Associate as set forth in the governing HIPAA Business Associate Agreement to be signed by the parties prior to Licensee gaining access.
4. Licensor Responsibilities
   
   
   1. Safeguarding Licensee Data.   Licensor shall establish and maintain environmental, safety, and facility procedures, data security procedures, and other safeguards against the destruction, loss, or alteration of Licensee data in possession of the Company which is in conformance with the Business Associate Agreement.
      1. At a minimum, Licensor shall employ the following security methods and procedures:
      2. Support.  Licensor shall provide Licensee with the support services for the Software as described on Licensor's website located at www.opusehr.com/links/SLA for the Term of this agreement.
      3. Maintenance.   The Licensor will provide reasonable maintenance, scheduled and unscheduled, to the Software for the Term of this agreement as described in the Licensor's Software Service Level Agreement posted at www.opusehr.com/links/SLA. 
      4. Meaningful Use.   The Licensor will use diligent efforts to obtain certification for the software under the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) as those certification requirements may evolve over time.
      5. Cookie Policy.   Licensor agrees to collect, use and maintain Licensee’s, and other third party, cookie files in conformance with its Cookie Policy, incorporated by reference and found at the following link: www.opusehr.com/links/cookies-policy, and which shall be updated from time to time on Licensor’s website www.opusehr.com
5. Fees and Payment
   
   
   1. Fees. The Licensee shall pay Licensor the fees ("Fees") as outlined in the Master Subscription Agreement (MSA) as executed and agreed to by Licensee. The Licensee shall make all payments hereunder in US dollars on or before the due dates as set forth in the Master Subscription Agreement (MSA) and shall remain responsible for making timely payments as outlined in the Master Subscription Agreement (MSA) regardless of change requests, modifications to the scope of work, changes in business model, or business priorities uncovered during the implementation process, and if the implementation process is delayed for any reasons whatsoever, including delays caused by Opus or the Customer. Licensee shall raise any dispute regarding an invoice issued by Licensor within sixty (60) calendar days from the invoice date, failing which Licensee hereby irrevocably waives any and all rights to dispute said invoice. Under no circumstances shall Licensee withhold any payments due to Licensor on grounds of an invoice dispute, alleged functionality or operational deficiencies of the software platform, suboptimal service performance, or any subjective preferences, opinions, or expectations Licensee may have regarding the platform’s operation. In the event of nonpayment, Licensor shall notify Licensee of the default, and Licensee shall have fifteen (15) calendar days from the date of notification to cure such default. Failure to cure the default within this period shall constitute a material breach, entitling Licensor to suspend all Licensee accounts. Such accounts shall remain inactive until all past-due amounts are remitted in full. Licensor reserves the right to charge interest at the maximum lawful rate, accruing monthly, on any overdue amounts.
   2. Fee Adjustments. The subscription fees for the services are billed in advance on a monthly or yearly basis and are non-refundable. To account for inflation and rising operational costs, subscription fees will automatically increase annually based on the Consumer Price Index (CPI) percentage increase for All Urban Consumers in the U.S. City Average, as published by the U.S. Bureau of Labor Statistics, plus an additional fixed percentage of 2%. Customers will be notified of the upcoming fee increase at least 30 days in advance.
   3. Overages and Additional Charges. At the end of each month, Licensor will assess the usage of various services by the Licensee based on the contracted rates outlined in the Master Subscription Agreement (MSA). In the event that the Licensee exceeds the agreed-upon limits for any of the following services, Licensor will charge the Licensee for the overages at the rates specified in the Master Subscription Agreement (MSA): (A) RCM Overages: Insurance Claims and Eligibility Checks; (B) EHR Overages: Number of user-licenses added beyond the agreed-upon limit (C) CRM Overages: Sent emails, SMS messages, calls, automation, and other billable items. These additional charges will be added to future months' invoices, and the Licensee shall be responsible for paying these charges in accordance with the payment terms outlined in this Agreement.
   4. User License Types and Fair Use Policy. Opus offers flexible user license types to meet the diverse operational needs of our customers. Full-Time User licenses allow unrestricted documentation and are billed monthly at the standard full license fee. Part-Time User licenses are designed for those who document at a reduced rate compared to Full-Time Users and are billed at a discounted rate. Admin Users, who have full access to all platform features except creating documents, are also billed at a reduced rate. However, Admin Users who create any documents during a given billable month will be reclassified and billed as either Part-Time or Full-Time Users based on their documentation activity for that month.
      
      To distinguish between Full-Time and Part-Time Users, a baseline for documentation activity is established using the average number of documents created per month by Full-Time Users in the organization over the previous three (3) months. For example, if Full-Time Users create an average of 100 documents per month, a Part-Time User must create 50 or fewer documents during a given billable month to remain classified as Part-Time. If a Part-Time User exceeds this threshold, they will be temporarily reclassified as a Full-Time User for that month and billed accordingly. Similarly, Admin Users who document during a billable month will be reclassified and billed as Full-Time or Part-Time Users depending on their documentation activity. If their documentation activity falls back within the Part-Time threshold the following month, they will automatically revert to Part-Time status with the corresponding discounted rate.
      
      Opus monitors user activity monthly and notifies customers of any reclassification and associated billing adjustments, which take effect immediately for the applicable billable month. By using the Opus platform, customers agree to this dynamic classification policy, ensuring fair and flexible licensing that reflects actual system usage.
   5. Shared Login. To ensure security, maintain compliance, and prevent unauthorized access to Patient Health Information (PHI), each authorized user is required to have a unique login and must not share access credentials with others. Opus reserves the right to monitor and audit login activity, including but not limited to tracking logins from multiple devices and identifying patterns that suggest shared usage. If unusual activity is detected and indicative of a shared login, Opus will notify the customer and, at its discretion, may impose additional charges to account for the excess usage. 
   6. Late fees: If Licensee fails to make any payment on its due date, in addition to all other remedies that may be available: (i) the Licensor may charge interest on the past due amount at a rate equal to the greater of (A) 10% per month or $100, whichever is higher, calculated daily and compounded monthly or, (B) the highest rate permitted under applicable law; and (ii) Licensee shall reimburse Licensor for all reasonable costs incurred by Licensor in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 10 calendar days following written notice thereof, ​​Licensor may prohibit, suspend, or restrict access in part or in whole to the Software and any Services connected therein until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other person because of such prohibition of access to the Software.
   7. Returned payment fee: A $35 fee will be assessed on returned payments. If a payment is returned more than once during the term of this Agreement, Opus reserves the right to require that a new, valid payment method be added to the account. 
   8. Payment Method.  Upon signing this Agreement, Licensee shall provide OPUS with  a valid payment method on file and authorize auto payment for all future transactions.  In the event that Licensee elects or opts to use a credit card as their payment method for Fees, a 3% processing fee will be applied to each transaction.  Failure to abide by the payment methods herein may result in additional charges, fees, late payments, and a breach of this Agreement. 
   9. Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. The Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Licensee hereunder, other than any taxes imposed on Licensor's income.
   10. Auditing Rights and Required Records. Licensee agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Licensor may, at its own expense, on reasonable prior notice, periodically inspect and audit Licensee's records concerning matters covered by this Agreement, provided that if such inspection and audit reveal that Licensee has underpaid Licensor concerning any amounts due and payable during the Term, Licensee shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two years after the termination or expiration of this Agreement.
6. Restrictive Covenants
   
   
   1. Non Disclosure. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party disclosing according to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure concerning Confidential Information are effective as of the Effective Date and such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
   2. Non-Solicitation of Clients or Customers. Licensee agrees and covenants, during the Restricted Period, not to directly or indirectly, through any individual or entity, solicit (including but not limited to, contact with existing or former customers or clients whether initiated by Licensee or customer), contact (including but not limited to email, regular mail, express mail, telephone, fax, instant message, and text message), call on, assist in soliciting, assist in contacting, assist in calling on, attempt to solicit, attempt to contact, attempt to call on, or meet with any current, former, or prospective client of the Licensee, either for the Licensee's own benefit or for the benefit of any other person, organization, or entity for purposes of 1) offering or providing any such client any of the services offered or provided by the Licensor or any services that are similar to or competitive with those offered or provided by the Licensor; 2) encouraging them to terminate their relationship with the Licensor in whole or part; or 3) interfering with their relationship with the Licensor. For purposes of this Agreement, the term “client” includes any person or entity who has received goods or services from the Licensor within the two years immediately before the Effective Date of this Agreement; 2) any person who has received goods or services from the Licensor.
   3. Non-Disparagement. The Licensee agrees and covenants that, during and after the termination or nature end of this Agreement, and to the extent permitted by law, the Licensee shall not: (1) make any oral or written statements that would tend to disparage, defame, criticize, or ridicule the Licensor, its services, owners, officers, directors, partners, or employees; or (2) make public or publicize in any manner any problems, issues or concerns Licensee has or had with the Licensor’s officers, employees (past or present), or businesses, or give any information or make any statements which might tend to impugn, disparage, defame, discredit or detract from the Licensor, its officers, employees (past or present) or businesses or otherwise harm the Licensor’s reputation. Licensee acknowledges and agrees that this prohibition extends to statements, written or oral, made to anyone, including, but not limited to, the news media, social media, any board of directors or advisory board of directors, competitors, strategic partners, and vendors, to the extent permissible by law. The Licensee understands that nothing within this Section shall prevent Licensee from making truthful statements in response to a properly issued subpoena or under oath during an investigation conducted by a government administrative agency.
   4. Tolling and Suspension. In the event of a breach by the Licensee of any Restrictive Covenant set forth in Section 6 or anywhere in this Agreement, the running of the Restricted Period shall automatically be tolled and suspended for the length of time that the breach continues and shall automatically commence once the breach is remedied. Upon such commencement, the Restrictive Period shall be extended for the duration of time that said breach continued so that the Licensor shall receive the benefit of the Licensee’s compliance with the terms and conditions of this Agreement. If the Licensor seeks injunctive relief from such breach, then the covenants set forth in this Section 6 shall be extended for a period of time equal to the pendency of such proceeding including all appeals by the Licensee.
   5. Remedies. Licensee hereby agrees and acknowledges that if they breach any provision in Section 6 of this Agreement, the Licensor will suffer an irreparable injury that may be difficult to ascertain at the time of the violation, including but not limited to harm and damage associated with revenue lost from business or assist diverted or transferred in violation of this Agreement; (harm and damage associated with maintaining, restoring, and/or repairing the Licensor’s relationship with clients and customers who were solicited or otherwise contacted in violation of this Agreement; and harm and damage associated with maintaining, restoring, and hiring new employees, vendors, and suppliers to the Licensor due to Licensee’s recruitment of the Licensor’s employees, vendors, and suppliers in violation of this Agreement. Licensee, therefore, agrees to pay any and all actual, consequential, and special damages attributable to each individual violation of the Restrictive Covenants contained in Paragraph 6. Licensee understands and agrees that monetary damages are in addition to any other relief the Licensor may be entitled to, including, but not limited to (i) injunctive relief in the form of a temporary restraining order, temporary injunction, permanent injunction, and/or other equitable relief against such breach or threatened breach from any court without the necessity of showing any actual damages or that money damages would not afford an adequate remedy; (ii) any other legal and equitable relief to which it may be entitled, including any and all damages which the Licensor may incur as a result of the said breach or threatened breach; and (iii) recovery of all attorney’s fees and costs incurred by the Licensor in obtaining such relief including fees incurred for proving attorney’s fees. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief. The Licensor may pursue any legal or equitable remedy available, including declaratory relief, concurrently or consecutively in any order as to any breach, violation, or threatened breach or violation, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy. The Licensor has the right to pursue partial enforcement, and/or to seek declaratory relief regarding the enforceable scope of this Agreement without penalty and without waiving the Licensor's right to pursue any other available remedy subsequent to declaratory relief.
7. Intellectual Property Ownership
   
   
   1. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all rights, titles, and interests, including all intellectual property rights, in and to the Software and Documentation.
   2. Analytics. De-identified Protected Health Information (“PHI”), and corresponding analytics, are Licensor’s property. Licensor is free to use such De-identified PHI irrespective of any other obligation or limitation between the Parties.
   3. Feedback. If the Licensee or any of its employees or contractors sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback for any purpose whatsoever, although Licensor is not required to use any Feedback.
8. Limited Warranties and Warranty Disclaimer
   
   
   1. Licensor warrants that: (i) the Software will perform as described for the Term of this Agreement following the Go Live Date, and (ii) at the time of delivery the Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used in accordance with the Documentation.
   2. The warranties set forth in Section 8(a) do not apply and become null and void if Licensee breaches any material provision of this Agreement, or if Licensee, any Authorized User, or any other person provided access to the Software by Licensee or any Authorized User, whether or not in violation of this Agreement: (i) installs or uses the Software on or in connection with any hardware or software not specified in the Documentation or expressly authorized by Licensor in writing; (ii) modifies or damages the Software; or (iii) misuses the Software, including any use of the Software other than as specified in the Documentation or expressly authorized by Licensor in writing.
   3. If during the period specified in Section 8(a), any Software fails to comply with the warranty in Section 8(a), and such failure is not excluded from warranty pursuant to Section 8(b), Licensor shall, subject to Licensee's promptly notifying Licensor in writing of such failure, at its sole option, either: (i) repair or replace the Software, provided that Licensee provides Licensor with all information Licensor reasonably requests to resolve the reported failure, including sufficient information to enable the Licensor to recreate such failure; or (ii) refund the Fees paid for such Software, subject to Licensee's ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the Software. If the Licensor repairs or replaces the Software, the warranty will continue to run from the Effective Date and not from the Licensee's receipt of the repair or replacement. The remedies set forth in this Section 8(c) are Licensee's sole remedies and Licensor's sole liability under the limited warranty set forth in Section 8(a).
   4. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
   5. Medical Diagnosis, Treatment, and Billing. The Licensee acknowledges and agrees that all clinical and medical treatment, diagnostic decisions, and billing decisions are the responsibility of the Licensee and its professional healthcare providers or billing specialists. The Software does not make clinical, or other decisions (such as narrative conditions, coded diagnosis, and submission of claims) and is not a substitute for competent, properly trained, and knowledgeable staff who bring professional judgment to the information presented by the Software. Any and all financial and management information produced, or held in, the Software must be tested for reasonableness and accuracy before any actions are taken or reliance placed on it. Although Licensor and its third-party vendors have used reasonable care in obtaining information from sources believed to be reliable, Licensee acknowledges that it is Licensee’s obligation to be informed about any changes in rules and regulations related to Software or to clinical information or guidelines that may not be reflected in the Software. The absence of an alert or warning for a given treatment, drug, or drug combination should not be construed to indicate that the treatment, drug, or drug combination is safe, appropriate, or effective in any given patient.
9. Indemnification
   
   
   1. Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee's, or any Authorized User's: (i) negligence or willful misconduct in connection with the use of the Software or Documentation; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
   2. Sole Remedy. THIS SECTION SETS FORTH THE LICENSEE'S SOLE REMEDIES AND THE LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE OR DOCUMENTATION INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL THE LICENSOR'S LIABILITY UNDER THIS SECTION EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO THE LICENSOR UNDER THIS AGREEMENT.
10. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO THE LICENSOR UNDER THIS AGREEMENT.
11. Dispute Resolution. The parties shall first try to resolve any dispute, arising from this agreement, through good faith negotiation. If this fails the parties shall attempt to resolve disputes through non-binding mediation. Should parties fail to resolve their disputes through negotiation or mediation parties shall resolve their dispute through a court of competent jurisdiction.
12. Waiver of Jury Trial. LICENSEE HAS THE AUTHORITY TO, AND HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT IN WHICH THE LICENSEE MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR ACTIONS OF EITHER PARTY.
13. Term and Termination.
    
    
    1. Term. The initial term of this Agreement shall commence on the Effective Date and, unless terminated as provided for herein, shall continue in effect for the period outlined in the Master Subscription Agreement (the "Initial Term"). This Agreement will continue and automatically renew for successive terms equal to the Initial Term (the "Renewal Term") unless either Party provides written notice of its intent not to renew at least 60 days prior to the expiration of the then-current term.
    2. Upon each renewal, Opus reserves the right to increase prices at said time. Such price increases would be effective on the first day of the renewal period and remain in effect for the remainder of the term. 
    3. Termination. In addition to any other express termination right set forth in this Agreement:
       1. Opus may terminate this Agreement, effective immediately upon written notice to Licensee if Licensee or its Authorized User(s): (A) fails to pay any Fee or any other amounts as and when due hereunder, and such failure continues for more than ten (10) days after Licensor's delivery of written notice thereof; (B) breaches any of its obligations under Section 2(b) or Section 5; (C) engages in conduct that may be deemed illegal, unethical, or out of compliance with regard to the services Licensee is providing; (D) Licensee changes or undergoes a material change in ownership or management; or (E) Licensee engages in conduct detrimental to OPUS operations, such conduct determined at the discretion of OPUS.
       2. Opus may terminate this Agreement, effective immediately upon written notice to the other Party, should the other Party materially breach this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for thirty (30) days after the non-breaching Party provides the breaching Party with written notice of the such breach;
       3. Opus may terminate this Agreement, effective immediately upon written notice to Licensee if the other Licensee: (A) becomes insolvent or is generally unable to pay, or fails to pay its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    4. Effect of Expiration or Termination. Upon termination of this Agreement for any reason, OPUS will exercise one of the options provided in the Business Associate Agreement.
    5. Data Storage Mode. Should the Customer decide to retain access to patient records after the termination of the agreement, their Tenant will be placed in Data Storage Mode, which will allow them access to the existing data in read-only format. Customer will not be allowed to make changes to the data, and all features and functionality within the Software will be disabled. Opus reserves the right to disable Customer's Tenant should Customer fail to make timely payments. Any requests made by Customer will be charged as custom work. Data Storage Mode is limited to a maximum of three (3) Admin users, unless otherwise specified in the termination agreement.
    6. Survival. This Section 13(d) and Sections 1, 5, 6, 7, 8(d), 9, 10, 11, and 12, 14(a), 14(f), and 14(g) survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
    7. If a Material Breach occurs the Licensee shall remain liable for the full remaining term of the Agremeent, which shall be calculated by taking the highest monthly fee paid during the Agreement and multiplying it by the remaining months, or the highest monthly payment agreed upon in the Master Subscription Agreement, whichever is greater.
14. Miscellaneous.
    
    
    1. Entire Agreement. This Agreement, together with the Master Subscription Agreement exhibits hereto, any other documents or web links incorporated by reference constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder ( "Notice") must be in writing and addressed to the Parties at the addresses set forth in the Master Subscription Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by certified mail.
    3. Force Majeure. In no event shall Licensor be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of a law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. No amendment or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted in either the State or Federal Court located in Miami Dade County, Florida, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    7. Assignment. The Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the Licensor, which consent shall be at the Licensor’s sole and absolute discretion. Any purported assignment, transfer, or delegation in violation of this Agreement is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
    8. Export Regulation. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. The Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.

This Software License Terms and Conditions agreement is binding as of the dates contained in the Master Subscription Agreement to be executed by You.

EXHIBIT A - Description of Software and Election of Services

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Software License Terms and Conditions agreement.

This Software License Terms & Conditions version has been effective and updated on this website since March 26, 2025, at 10:57 AM ET. This Software License Terms & Conditions supersedes previous Software License Terms & Conditions posted on this site.