Progroup - Support Agreement

LIMITED USE SOFTWARE AGREEMENT

1. LICENSE GRANT: ProGroup, through it's creator Robert Van Denbugh *or any rightful successor* herafter referred to as ProGroup or ProGroup Software or ProGroup Support, hereby grants to you, and you accept, a non-exclusive license to use the program media and the computer software contained therein in object code form only (collectively referred to as the "Software") and the accompanying user documentation, only as authorized in this License Agreement. (the Software, user manual and other materials supplied by ProGroup are collectively referred to as "Materials"). The software may be used only on a single computer owned, leased or otherwise controlled by you; or in the event of inoperability of that computer, on a backup computer selected by you. Neither concurrent use on two or more computers nor use in a local area network or other network is authorized without the advance written consent of ProGroup and the payment purchase of multi-user license. If you wish to use the software in more than one location, you must license additional copies of the software. You agree that you will not assign, sublicense transfer, pledge, lease, rent or share your rights under this License Agreement.

2. SOFTWARE COPIES: You may not copy the software except as necessary to use the software on a single computer. However, you may make additional copies of the Software on other media, for the purpose of backup in the event that the software disks or operating computer may become damaged or destroyed. All trademark and copyright notices must be faithfully reproduced and included on any backup copy. Except as authorized under this paragraph, no copies of the program or any portions thereof may be made by you or any other person under your control or authority. Certain portions of the Software are considered trade secrets and you agree not to disclose information concerning Materials to a third party, including translations, derivations or any other form.

3. LICENSOR’S RIGHTS: You acknowledge and agree that the Software consists of proprietary products of ProGroup, protected under international copyright law and trade secret laws generally applicable. You further acknowledge and agree that all right, title and interest in and to the Software are and shall remain with ProGroup. This License Agreement does not convey to you any interest in or to the Software, but only a limited right of use, revocable in accordance with the terms of this License Agreement.

4. LICENSE/USE FEES: The license fees are paid by you and are paid in consideration of the use, maintenance, develop- ment and support of the license granted under this License Agreement. Use of ProGroup Software including access to Patient Data, Charges and Payments, and all other data held within the files of ProGroup Software is limited and allowed only if all fees are paid. Upon any failure to pay, your access will be suspended immediately and will be subject to late fees and reconnection fees. Minimum monthly use fee is $129.00 ($1548/year), discounted to $1188/year if paid in full by January. This fee provides program USE. Fees may be paid monthly at $129.00 / month for 12 months. Support calls will be returned within 72 business hours, Monday through Friday (existing accounts in good standing will remain $99.00 / month as long as they always remain in good standing) Use fees may change from time to time.

5. TERM: This License Agreement is effective upon your receipt of Materials, is confirmed by your use, and shall continue until terminated. You may terminate this License Agreement at any time by returning the Software and Materials and all copies thereof and extracts there from to ProGroup. ProGroup may terminate this License Agreement upon the breach by you of any term herein. Upon such termination by ProGroup, you agree to return to ProGroup the Software and Materials and all copies and portions thereof.

6. LIMITED WARRANTY: ProGroup warrants, for your benefit alone, that the Software and Materials shall, for a period of 90 days from the date of commencement of this License Agreement (referred to as the Warranty Period), be free from defects in material and workmanship. ProGroup further warrants that during the Warranty Period the Software shall operate substantially in accordance with the printing of the paper Insurance Claim form requirements known as the CMS 1500 02/12. If, during the Warranty Period, a defect in the Printing of the claim form appears, you may request ProGroup to either replace, repair, or correct your software at the sole discretion of ProGroup. You agree that the foregoing constitutes your sole and exclusive remedy for damages against ProGroup of any warranties made under this LIMITED USE LICENSE AGREEMENT.

If you discover a significant logic error in the current version of the software that prevents its operation, you agree to inform ProGroup in writing and provide a detailed description of the possible problem. ProGroup will attempt to duplicate and verify any actual reproducible error that prevents a program from functioning properly by providing you with corrective or work around instructions or a corrected copy of the software within a reasonable time. This does not cover software altered without authorization nor does it require ProGroup to customize its software, develop new features or modify the software for different hardware, operating systems or usage. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE IS LICENSED "AS IS" AND PROGROUP DISCLAIMS ANY AND ALL OTHER WARRANTIES OR FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY: ProGroup’s cumulative liability to you or any other party for loss or damages resulting from any claims, demands or actions arising out of this Agreement shall not exceed the initial license fee paid to ProGroup for the use of the Software. In no event shall ProGroup be liable for any indirect, incidental, consequential, special or exemplary damages or lost profits, even if ProGroup has been advised of the possibility of such damages.

8. SOFTWARE SUPPORT: Support is available under a separate agreement. Use of this software may require minimum monthly mainteneance fees as outlined in the Support Agreement.

9. UPDATES: All updates which are provided to you shall become part of the Materials and are governed by the terms of this License Agreement. You will be notified as updates become available and the price at which they may be added to this or a subsequent License. If you have a support plan you will receive the update for free and agree to stay on the current (newest) version of your program.

10. GOVERNING LAW: This License Agreement shall be construed and governed in accordance with international law as applied to cyberspace.

11. ARBITRATION: Any dispute relating to this License Agreement or Materials shall be resolved at the request of either party through binding arbitration. Arbitration shall be according to the then existing rules of "www.eMediate.me". Judgment upon any award by the arbitrators may be entered by the state or country court having jurisdiction over the non- prevailing party. All arbitration costs shall be borne by the non-prevailing party.

12. SEVERABILITY: Should any term of this License Agreement be declared void or unenforceable, such declaration shall have no effect on the remaining terms herein.

13. NO WAIVER: The failure of either party to enforce any rights granted herein or to take action against the other party shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breach.

14. WHOLE AGREEMENT: This License Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, oral or written, and all other communications relating to the subject matter herein.

15. ProGroup can amend or modify this License Agreement from time to time. The current License Agreement will be published and available for review on ProGroup’s website. Continued use of the Software indicates agreement with that current agreement.

16. Paypal is our current payment processor. Paypal accepts Visa, MasterCard, Discover and American Express credit and debit cards.

17. An Internet connection is required for all ProGroup Software. I agree not to disconnect or subvert automatic software updates or error and balance verification.

18. Additional services may be requested by the user and agreed to and accepted by ProGroup after payment for additional services has been agreed to and received by ProGroup. ProGroup reserves the right to refuse additional services.

ProGroup Support Agreement

SUPPORT AND TRAINING ARE PROVIDED AT A MONTHLY RATE ADDITIONAL TO THE LICENSE USE FEE.

SUPPORT FEE: Support is in addition to USE fees. The current support fee is $1548 / year and may be paid 129.00 per month and covers all program support questions (within reason), as well as updates.

Older support plans including monthly support, hourly support, and emergency support prices were all modified December 1, 2013 and became effective December 31, 2013 (notification provided on ProGroup website). ProGroup may continue to honor some of those prices for a time period, at the sole discretion of ProGroup.

Terms and Conditions

This agreement is offered by me and accepted by Robert Van Denburgh (*or any rightful successor* hereafter referred to as ProGroup Support), in Panama.

The ProGroup software I’m using will be currently licensed by me and I will be using the most recent version in order to receive technical support. ProGroup Support is NOT in the business of supporting outdated or non-current software versions.

Both parties agree that this written agreement is the complete agreement between the parties and that there are not, nor will there ever be, any binding verbal promises or conditions. This agreement is for support only. Both parties understand that ProGroup Support is not the maker, seller, or copyright holder of any software, but provides support and training only. ProGroup Support is not liable for the operation or lack thereof of any software or hardware. The maximum liability against ProGroup Support shall be no more than the amount paid under the current year’s agreement.

There are no warranties express or implied. ProGroup Support retains the right to refuse or cancel any agreements or clients at its discretion. Said causes for cancellation or refusal may include rudeness, lack of payment, unreasonable utilization, lack of cooperation, or any other reason solely determined by ProGroup Support. ProGroup Support may, at its sole discretion, sell, contract, subcontract, or assign its rights and responsibilities under this agreement or change its place of doing business without notice.

I have offered to enter into this agreement from my place of business with ProGroup support at its place of business and ProGroup Support has accepted my offer from its place of business in Panama. All funds will be paid from the location of my busines via international payment to ProGroup Support. The use/support will be provided between the two in "cyberspace" (meaning by data, telephone or internet) and this agreement will be governed by the laws of Panama for all purposes including but not limited to, taxation and dispute resolution. For ease of use some communications may have phone or address use outside of Panama.

I will not request charge backs or refunds from my credit card company, Paypal or any other processing or payment company. They are explicitly forbidden to issue any refund for services already provided to me or contrac- ted by me. If I request a charge back the remainder of my payments for contract completion will become immediately due and payable and I authorize an additional fee of $50.00 to be added to my account, and my availability to support will be canceled.

I understand that ProGroup Support is not in the business of collecting past due balances and the cost of services to me is minimized by operating on a current (cash) basis. I give ProGroup permission to charge any unpaid balance against any credit card of record. Any unpaid balance past 10 days is overdue and will cause immediate and automatic termination of my availability to support.

If payments are not maintained in full, or there are balances owed for any other reason, future contracted months will continue to be billed but support will be provided only after the account is current. Any contract reactivation or provision of EMERGENCY CARE will require full payment of all past due balances (including any late fees or penalties) plus payment of a reactivation fee of at least $200.00.

This agreement and my requested support plan is for a term of one year and is automatically renewable each anniversary thereafter. I authorize ProGroup Support to alter this agreement by giving 30 days written notice. Notice may be provided in the form of online publication and the most current agreement will be available upon request. I may cancel renewal of this agreement by giving ProGroup Support written notice at least 30 days prior to the end of any anniversary date. This agreement will then cease at the anniversary date and any remaining time will expire. It is agreed that "e-signatures" and signatures by fax, internet, computer and e-mail are valid and binding.

(V. 02/29/16)

ProGroup Support

1-425-967-8585

Fax 509-691-0950