Master Subscription Agreement

This Master Subscription Agreement is effective as of JANUARY 01, 2023 (the “EFFECTIVE DATE”).

By accepting this Agreement, either by accessing or using a Service, or authorizing or permitting any Agent or End-User to access or use a Service, You agree to be bound by this Agreement as of the date of such access or use of the Service (the “Effective Date”). If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to UJATCare.com Inc. that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” or “Your” herein refers to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services. Subscriber and UJATCare.com Inc. shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.

The purpose of this Agreement is to establish and supplement the terms and conditions under which Subscriber obtains UJATCare.com Inc.’s Service(s) as described in applicable service specific agreement(s), Service Order, Statement of Work or other document signed or agreed to by You.

In the event of any inconsistency or conflict between the terms of the Master Subscription Agreement and the applicable service specific agreement(s) or the terms of any Service Order or Statement of Work, the applicable service specific agreement(s) or the terms of the Service Order or Statement of Work shall control except for provisions specifically controlled and detailed under this Master Subscription Agreement.

  • General Terms and Conditions

    SECTION 1. ACCESS TO THE SERVICES
    1. 1.1 Service

      We will make the Services to You pursuant to this Agreement and the applicable Service Order(s) and Documentation and applicable service specific agreements in accordance with Your Service Plan. We will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during (a) Planned Downtime (of which We will give advance notice via Our Site or to the Account owner); and (b) Force Majeure Events.

    2. 1.2 Support

      1. We will, at no additional charge, provide You standard customer support for the Services as detailed on the applicable Site and Documentation. We will provide You upgraded support if purchased and as in when applicable subject to availability of such upgraded support service.

    3. 1.3 Modifications

      1. You acknowledge that UJATCare.com Inc. may modify the features and functionality of the Services during the Subscription Term. UJATCare.com Inc. shall provide You with thirty (30) days’ advance notice of any deprecation of any material feature or functionality. UJATCare.com Inc. will not materially decrease the overall functionality of the Services purchased by You during the Subscription Term.

    4. 1.4 Additional Features

      1. We will notify You of applicable Supplemental Terms or alternate terms and conditions prior to Your activation of any Additional Features. The activation of any Additional Features by You in Your Account will be considered acceptance of the applicable Supplemental Terms or alternate terms and conditions where applicable.

    5. 1.5 Extension of Rights to Affiliates

      1. You may extend Your rights, benefits and protections provided herein to Your Affiliates and to contractors or service providers acting on Your or Your Affiliates’ behalf, provided that You remain responsible for Your and their compliance hereunder.

  • SECTION 2. USE OF THE SERVICES

    1. 2.1 Login Management

      1. Access to and use of certain Services is restricted, such as to the specified number of individual Agents permitted under Your subscription to the applicable Service, as detailed in the service specific agreement(s) and/or any related Documentation. For Services that are Agent-based, You agree and acknowledge that an Agent Login cannot be shared or used by more than one (1) individual per Account. However, Agent Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. You and Your Agents are responsible for maintaining the confidentiality of all Agent Login information for Your Account. Absent a written license from UJATCare.com Inc. expressly stating otherwise, You agree and acknowledge that You may not use the Services, including but not limited to the API, to circumvent the requirement for an individual Agent Login for each individual who (a) leverages the Services to interact with End-Users; (b) Processes data related to interactions with End-Users; or (c) Processes data related to interactions originating from a Non-UJATCare.com Inc. Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual Agent Login, if utilizing the Services for such interaction. Further, Subscriber shall not use the API or any Software in such a way to circumvent applicable Service Plan restrictions or Agent licensing restrictions that are enforced in the Service user interface. UJATCare.com Inc. reserves its right to charge You, and You hereby agree to pay, for any overuse of a Service in violation of this Agreement or the Service Plan features and limitations on Our Site or Documentation, in addition to other remedies available to Us.

    2. 2.2 Compliance

      1. As between You and UJATCare.com Inc., You are responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under Your Account, which UJATCare.com Inc. may verify from time to time. Without limiting the foregoing, You will ensure that Your use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations You may maintain or enter into with Agents or End-Users.

    3. 2.3 Content and Conduct

      1. You agree to comply with the UJATCare.com Inc. User Content and Conduct Policy (as defined below) which is hereby incorporated into this Agreement. Further, in Your use of the Services You agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; or (d) to the extent You are subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), use the Services to store or transmit any “protected health information” as defined by HIPAA, unless expressly agreed to otherwise in writing by UJATCare.com Inc..

    4. 2.4 System Requirements

      1. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services including, but not limited to, browser software that supports protocols used by UJATCare.com Inc., including the Transport Layer Security (TLS) protocol or other protocols accepted by UJATCare.com Inc., and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by UJATCare.com Inc.. We assume no responsibility for the reliability or performance of any connections as described in this Section.

    5. 2.5 Internal Business Purposes Only

      1. Unless otherwise authorized by UJATCare.com Inc. in this Agreement or expressly agreed to otherwise in writing by UJATCare.com Inc., You may not use the Services in any manner where You act as a service bureau or to provide any outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. This provision is not intended to prevent or inhibit the use of the Services to provide business support to multiple End-Users; however, You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party, other than authorized Agents and End-Users in furtherance of Your internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by UJATCare.com Inc. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by UJATCare.com Inc. from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in accordance with this Agreement.

    6. 2.6 No Competitive Access

      1. You may not access the Services for competitive purposes or if You are a competitor of the UJATCare.com Inc.

    7. 2.7 Service-Specific Terms

      1. The provision and use of certain Services or Products are subject to UJATCare.com Inc.’s Service/Product-Specific Terms.

    8. 2.8 Region-Specific Supplemental Terms

      1. The provision and use of the Services in certain jurisdictions are subject to UJATCare.com Inc.’s Region-Specific Terms

    9. 2.9 In-Product Cookies

      1. Whenever You, Your Agents or End-Users interact with Our Services, UJATCare.com Inc.’s In-Product Cookie Policy applies as in when published by us on our website.

    10. SECTION 3. TERM, CANCELLATION AND TERMINATION

      1. 3.1 Term.

        Unless Your Account and subscription to a Service are terminated in accordance with this Agreement or applicable service specific agreement(s) or the applicable Service Order (a) Your subscription to a Service (including any and all Deployed Associated Services) will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term; and (b) the Subscription Charges applicable to any subsequent Subscription Term shall be Our standard Subscription Charges for the applicable Service Plan and Deployed Associated Services at the time of such renewal. You may be charged fixed renewal fees for the service(s) at the time of renewal of service(s) as applicable from time to time.

      2. 3.1.1

        UJATCare.com Inc., apart from “free-trial” for applicable service(s), may provide service(s) categorized as per subscription plans along with the different term (period) of subscription which may be prepaid or payable on a monthly basis. The detailed terms and conditions applicable on the subscription plans are detailed hereunder

        1. Free Trial Period. If You are taking part in any trial-period offer for applicable service(s), You must cancel the trial Service(s) by the end of the trial period to avoid incurring new charges. If You do not cancel the trial Service(s) by the end of the trial period, UJATCare.com Inc. will charge you for the Service(s) in accordance with the applicable subscription plan associated with the service(s) under Free-Trail.

        2. Fixed-Term Subscription (paid monthly). At present fixed-term subscription offered by UJATCare.com Inc. is categorized as “Basic”, “Intermidiatory” and “Pro”, for more details see pricing page on our website at https://ujatcare.com/pricing. For the Fixed-Term Subscription plans Your Services will continue until the end of the last month’s billing period, and You will be charged an early termination fee equal to your monthly subscription rate for each month remaining on your subscription.

        3. Fixed-Term Subscription (prepaid). For applicable service(s) eligible for fixed term subscription on prepaid basis, Your payment is non-refundable and Your service will continue until the end of Your contracted term unless terminated by You. In case of termination, the Service(s) will be terminated without any right to You to claim any refund for the remaining term of subscription as the payment being non-refundable.

        4. Month-to-month Subscription. For applicable service(s) eligible for subscription on monthly basis, Your payment is non-refundable and Your service will continue until the end of that month’s billing period.

      3. 3.2 Cancellation

        Either Party may elect to terminate Your Account and subscription to a Service at the end of Your then-current Subscription Term by providing notice, in accordance with Section 18 of this Agreement, no less than thirty (30) days prior to the end of such Subscription Term. In case of failure to cancel your subscription in accordance with this Section, the renewal fee, subscription fee and/or any applicable charges charged to You shall not be refundable in any circumstances and any termination of thereafter will be dealt in accordance with the provisions of this Agreement.

      4. 3.3 Mutual Termination for Cause.

        A Party may terminate this Agreement for cause (a) upon written notice to the other Party of a material breach by the other Party if such breach remains uncured after fifteen (15) days from the date of receipt of such notice; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. However, We may immediately terminate this Agreement for cause without notice if You violate the UJATCare.com Inc. User Content and Conduct Policy particularly detailed under Section 2.3 of this Agreement.

        We will refund any prepaid fees covering the remainder of the Subscription Term as of the effective date of termination if this Agreement is terminated by You in accordance with this Section for UJATCare.com Inc.’s uncured material breach.

        You must pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Service Order if We terminate this Agreement for Your material breach in accordance with this Section. Further, for any prepaid or monthly subscription subscribed by You no refund shall be applicable and any fees or charges already paid by You shall be forfeited if We terminate this Agreement for Your material breach in accordance with this Section. In no event will Our termination for cause relieve You of Your obligation to pay any fees payable to Us for the period prior to termination.

      5. 3.4 Payment Upon Termination

        Except for Your termination under Section 3.3, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then-effective Subscription Term, or if We terminate or cancel Your Account pursuant to Section 3.3, in addition to any other amounts You may owe UJATCare.com Inc., You must immediately pay any and all unpaid Subscription Charges associated with the remainder of such Subscription Term. UJATCare.com Inc. also reserves the right to recover the assured amount, in the event of non-renewal and non-payment from the subscriber in any legal manner, under civil or criminal law, and the subscriber shall be liable for any costs thereof.

      6. 3.5 No Refunds

        Except for Your termination rights under Section 3.3, no refunds or credits for Subscription Charges or other fees including any renewal fee or payments will be provided if You terminate a subscription to a Service or cancel Your Account prior to the end of a Subscription Term.

      7. 3.6 Export of Service Data.

        You may export your Service Data from the Accounts and platforms wherever applicable anytime before the use of any account or platform is not suspended or deleted due to suspension or termination of your subscription in accordance with the terms of this Agreement or applicable service specific agreements or service order. Otherwise, upon Your written request within fifteen (15) days after the effective date of termination, expiration or migration of Your Account and upon payment of applicable fees, We will make Service Data available to You for export or download as provided in the Documentation for fifteen (15) days from the date data is made available to You for download or export.. Thereafter, We will have no obligation to maintain or provide any Service Data and We will delete Your Service Data in accordance unless prohibited by law or legal order.

    11. 4 BILLING, PLAN MODIFICATIONS AND PAYMENTS

      1. 4.1 Payment and Billing.

        Unless otherwise expressly set forth in this Agreement, the applicable service specific agreement(s), a Service Order, a Statement of Work, or in Supplemental Terms, or as otherwise agreed for Usage Charges, all Subscription Charges are due in full upon commencement of Your Subscription Term, or with respect to a Deployed Associated Service, at the time such Deployed Associated Service is purchased, subscribed to or otherwise deployed. You are responsible for providing valid and current payment information and You agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in Your billing address or credit card expiration date).

      2. 4.2 Failure to Pay.

        If the Subscriber i.e. You fail to make payment of any sum due to be paid to the UJATCare.com Inc., and/or Your Subscription Charges or any other charges indicated on any Service Order or Statement of Work, or in any Supplemental Terms, under this Agreement by the due date for payment, then without prejudice to any other rights and remedies available to the UJATCare.com Inc.: (a) the UJATCare.com Inc. may at its sole discretion, without any liability to the Subscriber, disable the your access to and/ or use of the Service (or any part of it) and the UJATCare.com Inc., shall be under no obligation to provide any or all of the Service while the outstanding amounts concerned remain unpaid; and (b) upon your continued failure to make payment within fifteen (15) days from the due date of the payment in any payment period, UJATcare.com in its sole discretion may terminate the Agreement and/or disable or suspend the service(s) and/or retain the ownership of the service(s) and platforms assigned to you including but not limited to domains, websites, phone numbers etc., delete your service data subject to Section 3.6 of this Agreement and may allot and transfer such services and platform(s) to new subscriber or any third party whomsoever as UJATCare.com Inc. may deem appropriate without any liability and that UJATCare.com Inc. shall be under no obligation to restore and reassign those service(s) or platform(s) to You under whatsoever circumstances. The Parties agree that if the Subscriber i.e. You fail to make payment of any invoice on or before the due date of such invoice, UJATCare.com Inc. shall charge, post due date for every unpaid invoice, one time Late Fees equivalent to 15% of the value of the subject invoice. Further, the Parties agree that in the event of non-payment of the applicable fees, charges or any invoice, UJATCare.com Inc. may charge interest at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. Subscriber shall reimburse UJATCare.com Inc. for all reasonable costs incurred by UJATCare.com Inc. in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees.

      3. 4.3 Suspension of Service.

        UJATCare.com Inc., at its sole discretion, may suspend subscriber’s access to the UJATCare.com Inc. Service(s) if: (i) subscriber’s account is overdue; or (ii) subscriber has exceeded its Scope of Use limits. UJATCare.com Inc. may also suspend subscriber’s access to the UJATCare.com Inc.’s Service(s), remove subscriber Data or disable Third-Party Products if it determines that: (a) subscriber has committed breach under the terms of this Agreement and/or the service specific agreement as updated and published on the website; or (b) suspension is necessary to prevent harm or liability to other subscribers or third parties, or to preserve the security, stability, availability or integrity of the UJATCare.com Inc.’s Service(s). UJATCare.com Inc. shall have no liability for taking action as permitted above. For the avoidance of doubt, subscriber i.e. You shall remain responsible for payment of fees during any suspension period under this Section 4.3. However, unless this Agreement has been terminated, UJATCare.com Inc. will cooperate with subscribers to promptly restore access to the UJATCare.com Inc. Service once it verifies that subscriber has resolved the condition requiring suspension.

      4. 4.4 Price Modification.

        UJATCare.com Inc. reserves its right to modify and update prices of any or all of the subscription plans and service fees at its discretion with thirty (30) day’s advance notice of such change to You. Except for Prepaid subscription plans, the modified prices will be applicable from the effective date of such pricing and will be invoiced accordingly from the next billing month. You hereby expressly accept and consent to the prices as in when modified and updated by UJATCare.com Inc. on its website and/or applicable platforms and agree to make payment of the prices during the subscription period in full without any default. Though UJATCare.com Inc. will inform You reasonably of any such modification in the pricing as provided in this Agreement, We still urge you to regularly check for the updates in pricing on our website.

      5. 4.5 Upgrades.

        If You choose to upgrade Your Service Plan or increase the number of Agents authorized to access and use a Service during Your Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any subsequent Subscription Term, Your Subscription Charges will reflect any such upgrades.

      6. 4.6 Downgrades.

        You may not downgrade Your Service Plan or reduce the number of Agents during any Subscription Term. If You desire to downgrade Your Service Plan or reduce the number of Agents under any Service Plan for a subsequent Subscription Term, You must provide UJATCare.com Inc. with thirty (30) days written notice prior to the end of Your then current Subscription Term. You must demote any downgraded Agents prior to the beginning of the subsequent Subscription Term. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and UJATCare.com Inc. is not responsible for such loss.

      7. 4.7 Taxes.

        Unless otherwise stated, Our charges do not include any Taxes. You are responsible for paying Taxes assessed in connection with Your subscription to the Services except those assessable against the UJATCare.com Inc. measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

      8. 4.8 Payment Agent.

        If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g., upon card renewal). Payments made by credit card, debit card or certain other payment instruments for the UJATCare.com Inc. Services are billed and processed by UJATCare.com Inc.’s Payment Agent. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services, and for periodic Subscription Charges applicable to Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize UJATCare.com Inc. and the Payment Agent to charge Your credit card or other payment instrument to establish prepaid credit. The Account owner will receive a receipt upon each acceptance of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. To the extent the Payment Agent is not UJATCare.com Inc., the Payment Agent is acting solely as a billing and processing agent for and on behalf of UJATCare.com Inc. and shall not be construed to be providing the applicable Service. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.

      9. 4.9 Payment Portals.

        If You mandate UJATCare.com Inc. use a vendor payment portal or compliance portal that charges UJATCare.com Inc. a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, You shall be invoiced by UJATCare.com Inc. for, and You are obligated to pay, the cost of this fee.

      12. 5 CONFIDENTIAL INFORMATION

      In connection with the Services, each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. This section shall not apply to any information which (a) was publicly known prior to the time of disclosure by the disclosing Party, or (b) becomes publicly known after such disclosure through no action or inaction of the receiving Party in violation of this Agreement. For clarity, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement. Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.

    12. 6 SUB-PROCESSORS AND SECURITY OF SERVICE DATA

      1. 6.1 Sub-processors.

      2. UJATCare.com Inc. will utilize Sub-processors who will have access to or Process Service Data to assist in providing the Services to You. You hereby confirm and provide general authorization for UJATCare.com Inc.’s use of the Sub-processors as UJATCare.com Inc. deems appropriate and necessary. We shall be responsible for the acts and omissions of members of UJATCare.com Inc. Personnel and Sub-processors to the same extent that We would be responsible if UJATCare.com Inc. was performing the services of each UJATCare.com Inc. Personnel or Sub-processor directly under the terms of this Agreement. You may sign up to receive notifications of any changes to our Sub-processor Policy within the policy webpage.

      3. 6.2 Third-Party Service Providers.

        UJATCare.com Inc. may use third-party service providers that are utilized by the UJATCare.com Inc. to assist in providing the Services to You, but do not have access to Service Data. Any third-party service providers utilized by the UJATCare.com Inc. will be subject to confidentiality obligations which are substantially similar to the confidentiality terms herein.

      4. 6.3 Safeguards.

        The UJATCare.com Inc. will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data in accordance with our Privacy Policy, to check details visit https://ujatcare.com/legal/privacy-policy. The UJATCare.com Inc.’s compliance with the Privacy Policy shall be deemed compliance with the UJATCare.com Inc.’s obligations to protect Service Data as set forth in the Agreement. UJATCare.com Inc. will access Service Data to provide, secure and improve the Services.

      5. 6.4 Agent Contact Information.

        UJATCare.com Inc. shall be the Data Controller of Agent Contact Information, and shall Process such Agent Contact Information in accordance with Our Privacy Policy. You are responsible for informing Your Agents of their rights set forth in Our Privacy Policy. You represent and warrant that You have obtained all relevant consents, permissions and rights and provided all relevant notices necessary under Applicable Data Protection Laws for UJATCare.com Inc. to lawfully Process Agent Contact Information as an independent Controller for the purposes set forth in UJATCare.com Inc.’s Privacy Notice.

      6. 6.5 Data Processing Agreement.

        The Data Processing Agreement, as in when updated on our website, shall be incorporated by reference herein into this Agreement.

      13. 7 TEMPORARY SUSPENSION

      We reserve the right to restrict functionalities or suspend the Services (or any part thereof), Your Account or Your and/or Agents’ or End-Users’ rights to access and use the Services and remove, disable or quarantine any Service Data or other content if (a) We reasonably believe that You, Agents or End-Users have violated this Agreement; or (b) We suspect or detect any Malicious Software connected to Your Account or use of a Service by You, Agents or End-Users. This right includes the removal or disablement of Service Data or other content as UJATCare.com Inc. deems necessary and appropriate. We also reserve the right to immediately suspend Your Account for Your violation of the UJATCare.com Inc. User Content and Conduct Policy particularly detailed under Section 2.3 of this Agreement. Unless legally prohibited from doing so or where We are legally required to take immediate action, We will use commercially reasonable efforts to contact You via email to notify You when taking any of the foregoing actions. We shall not be liable to You, Agents, End-Users or any other third party for any modification, suspension or discontinuation of Your rights to access and use the Services. We may refer any suspected fraudulent, abusive, or illegal activity by You, Agents or End-Users to law enforcement authorities at Our sole discretion.

      8 NON-UJATCARE.COM INC. SERVICES

      If You decide to enable, access or use Non-UJATCare.com Inc. Services, Your access and use of such Non-UJATCare.com Inc. Services shall be governed solely by the terms and conditions of such Non-UJATCare.com Inc. Services. UJATCare.com Inc. does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Non-UJATCare.com Inc. Services, including, without limitation, their content or the manner in which they handle, protect, manage or Process data (including Service Data), or any interaction between You and the provider of such Non-UJATCare.com Inc. Services. We cannot guarantee the continued availability of such Non-UJATCare.com Inc. Service features, and may cease enabling access to them without entitling You to any refund, credit or other compensation, if, for example and without limitation, the provider of a Non-UJATCare.com Inc. Service ceases to make the Non-UJATCare.com Inc. Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against UJATCare.com Inc. with respect to such Non-UJATCare.com Inc. Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Non-UJATCare.com Inc. Services, or Your reliance on the privacy practices, data security processes or other policies of such Non-UJATCare.com Inc. Services. You may be required to register for or log into such Non-UJATCare.com Inc. Services on their respective websites. By enabling any Non-UJATCare.com Inc. Services, You are expressly permitting UJATCare.com Inc. to disclose Your login and Service Data to the provider of the Non-UJATCare.com Inc. Service as necessary to facilitate the use or enablement of such Non-UJATCare.com Inc. Services.

    13. 9 INTELLECTUAL PROPERTY RIGHTS

      1. 9.1 Intellectual Property Rights.

      2. Each Party shall retain all rights, title and interest in any of its respective Intellectual Property Rights. The rights granted to You, Agents and End-Users to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of UJATCare.com Inc. associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with UJATCare.com Inc. and belong exclusively to UJATCare.com Inc..

      3. 9.2 Feedback.

        The UJATCare.com Inc. shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback regarding the Services that We receive from You, Agents, End-Users, or other third parties acting on Your behalf. The UJATCare.com Inc. also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback regarding the Services that We receive from You, Agents, End-Users, or other third parties acting on Your behalf.

      4. 9.3 Use of UJATCare.com Inc.

        Marks. You shall not use the UJATCare.com Inc. Marks in any manner unless permitted by us in written. Further You shall not attempt, now or in the future, to claim any rights in the UJATCare.com Inc. Marks, dilute or degrade the distinctiveness of the UJATCare.com Inc. Marks, or use the UJATCare.com Inc. Marks to disparage or misrepresent UJATCare.com Inc. or Our Services. UJATCare.com Inc.’s ability to use Subscriber’s trademarks, service marks, service or trade names or logos will be set forth in a Service Order or by mutual agreement of the Parties.

      5. 9.4 Ownership of Service Data.

        Subscriber shall retain ownership rights, including all Intellectual Property Rights, to all Service Data Processed under the terms of this Agreement.

    14. 10 REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

      1. 10.1 Warranties.

      2. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

      3. 10.2 UJATCare.com Inc. Warranties.

      4. We warrant that during an applicable Subscription Term (a) this Agreement and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty in this section, Your exclusive remedies are those described in Section 3.3 herein. The warranties herein do not apply to any misuse or unauthorized modification of the Services made by You, Your Agents or Your End-Users.

      5. 10.3 Disclaimers.

      6. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 10.2, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

    15. 11 INDEMNIFICATION

      1. 11.1 Indemnification by Us.

      2. We will indemnify and defend You from and against any claim brought by a third party against You alleging that Your use of a Service as permitted hereunder, infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including reasonable fees and expenses of attorneys engaged by UJATCare.com Inc. for such defense, provided that (a) You promptly notify UJATCare.com Inc. of the threat or notice of such IP Claim; (b) We will have sole, exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim (however, We shall not settle or compromise any claim that results in liability or admission of any liability by You without Your prior written consent); and (c) You fully cooperate with UJATCare.com Inc. in connection therewith. If use of a Service by You, Agents or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense (i) procure for You the right to continue using the Service(s) as set forth hereunder; (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by UJATCare.com Inc., terminate Your subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges paid to UJATCare.com Inc. for the unused portion of Your Subscription Term for such Service(s). We will have no liability or obligation under this Section 11.1 with respect to any IP Claim if such claim is caused in whole or in part by (x) compliance with designs, data, instructions or specifications provided by You; (y) modification of the Service(s) by anyone other than UJATCare.com Inc. or UJATCare.com Inc. Personnel; or (z) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing. The provisions of this Section 11.1 state the sole, exclusive and entire liability of UJATCare.com Inc. to You and Your sole remedy with respect to an IP Claim brought by reason of access to or use of a Service by You, Agents or End-Users.

      3. 11.2 Indemnification by You.

        You will indemnify, defend and hold UJATCare.com Inc. harmless against any claim brought by a third party against UJATCare.com Inc. (a) arising from or related to use of a Service (and not arising solely from the Service itself) by You, Agents or End-Users in breach of this Agreement; or (b) alleging that Your use of the Service or Your Service Data infringes or misappropriate a third party’s valid patent, copyright, trademark or trade secret; provided that (i) We promptly notify You of the threat or notice of such claim; (ii) You will have the sole and exclusive control and authority to select defense attorneys, and to defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and (iii) We fully cooperate with You in connection therewith.

    16. 12 LIMITATION OF LIABILITY

      1. 12.1 EXCLUSION OF DAMAGES.

        UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF UJATCARE.COM INC.), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

      2. 12.2 LIMITATION OF LIABILITY.

        NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE UJATCARE.COM INC.’S AGGREGATE LIABILITY TO YOU, YOUR AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR THE SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES AND/OR SERVICES FEES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 12.2 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES AND SERVICES FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES AND/OR THE SERVICES PROVIDED FOR IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN SECTION 12.2 SHALL NOT APPLY TO CLAIMS OR DAMAGES RESULTING FROM UJATCARE.COM INC.’S IP CLAIMS INDEMNITY OBLIGATIONS IN SECTION 11.1 OF THIS AGREEMENT.

      3. 12.3 LIMITATION OF LIABILITY IN THE AGGREGATE.

        THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY SUBSCRIBER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.

      4. 12.4 Jurisdiction-specific exclusions.

        Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a party’s own fraud, willful injury to the person or property of another, or violation of law which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, THE UJATCARE.COM INC.’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

      5. 12.5 Enforceable against UJATCare.com Inc.

        Any claims or damages that You may have against UJATCare.com Inc. shall only be enforceable against UJATCare.com Inc. and not any other entity, nor any officers, directors, representatives or agents of UJATCare.com Inc. or any other entity.

    17. 13. ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT

        1. 13.1 Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement, or delegate performance of Your duties under this Agreement, without Our written prior consent, which consent will not be unreasonably withheld. Notwithstanding the foregoing, subject to Section 2.6 herein, You may, without Our consent, assign this Agreement to an Affiliate or in connection with any merger or change of control of You or the sale of all or substantially all of Your assets, provided that (i) any such successor agrees to fulfill its obligations pursuant to this Agreement, and (ii) You and the assignee execute UJATCare.com Inc.’s assignment form. We may assign this Agreement to any member of the UJATCare.com Inc. or in connection with any merger or change of control of UJATCare.com Inc. or the UJATCare.com Inc. or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. If requested by UJATCare.com Inc., You must execute Our form to give effect to UJATCare.com Inc.’s assignment. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

        2. 13.2 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between You and UJATCare.com Inc. with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other order documentation You or any entity which You represent provide(s) and all such terms or conditions in such purchase order, request for information, request for proposal, or other order documentation are null and void. Except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.

        3. 13.3 Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than thirty (30) days prior to the effective date of any such amendment and Your continued use of the Services following the effective date of any such amendment may be relied upon by UJATCare.com Inc. as Your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

    18. SECTION 14. SEVERABILITY

      1. If any term in this Agreement is determined to be invalid or unenforceable by a competent court or governing body, such term shall be replaced with another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.

    19. SECTION 15. EXPORT COMPLIANCE AND USE RESTRICTIONS

      The Services and other UJATCare.com Inc. technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Subscriber agrees to comply with all such laws and regulations as they relate to the access to and use of the Services and other UJATCare.com Inc. technology. Each Party represents that it (nor its parents or controlling shareholders) is not named on any U.S. government or other applicable restricted-party list, and Subscriber will not, and will not permit any Agent or End-User to: (a) access or use any Service in a U.S.-embargoed or U.S.-sanctioned country or region, (e.g., Cuba, Iran, North Korea, Syria, Crimea, or any other country or region embargoed or sanctioned during the Subscription Term); (b) access or use any Service if Subscriber, Agent, or End-User is named on any U.S. government or other applicable restricted-party list; (c) place any information in the Services that is controlled under the U.S. International Traffic in Arms Regulations or other similar laws; or (d) access or use any Service for any purpose prohibited by the United States or applicable international import and export laws and regulations.

      UJATCare.com Inc. reserves the unconditional right to refuse to enter into a contractual relationship with any particular company, legal entity or individual on the basis of export control restrictions, embargoes, sanctions or other considerations to the extent permitted by law.

    20. SECTION 16. RELATIONSHIP OF THE PARTIES

      The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties.

    21. SECTION 17. NON-DISPARAGEMENT

      During the term hereof and at all times thereafter, (I) the Subscriber or its Agent shall not, directly or through any other person or entity, make any public or private statements (whether orally, in writing, via electronic transmission, or otherwise), including but not limited to any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company or on any social media platform, that disparage, denigrate or malign (i) the Company or any of its affiliates, (ii) any of the businesses, activities, operations, affairs, reputations or prospects of the Company or any of its affiliates, or (iii) any of the officers, employees, directors, managers, partners (general and limited), agents, members or shareholders of any of the persons or entities described in any of clauses (i) or (ii) and (II) the UJATCare.com Inc. shall not instruct any of its employees or employees of any of its affiliates to, directly or through any other person or entity, make any public or private statements (whether orally, in writing, via electronic transmission, or otherwise) that disparage, denigrate or malign the Subscriber. For purposes of clarification, and not limitation, a statement shall be deemed to disparage, denigrate or malign a person or entity if such statement could be reasonably construed to adversely affect the opinion any other person or entity may have or form of such first person or entity. No obligation under this Section 17 shall be violated by truthful statements (x) made to any governmental authority, (y) which are in connection with legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

    22. SECTION 18. NOTICE

      18.1 Notices to Subscriber. All notices provided by UJATCare.com Inc. to You under this Agreement may be delivered in writing by (a) nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by You on any Service Order; or (b) electronic mail to the electronic mail address provided for Your Account owner.

    23. 18.2 Notices to UJATCare.com Inc. All Legal Notices provided by You to UJATCare.com Inc. under this Agreement must be delivered in English and in writing by (a) Courier or U.S. mail to 2018 156th Ave NE Bellevue WA 98007 U.S.A. Attn: Legal Department; or (b) electronic mail to legal@ujatcare.com

    24. 18.3 All notices provided by either Party to the other shall be deemed to have been given immediately upon delivery by electronic mail; or upon the earlier of proof of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above.

    25. SECTION 19. JURY TRIAL WAIVER

      THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OR THE ENFORCEMENT HEREOF. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION PF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR RESPECTIVE ATTORNEYS.

    26. SECTION 20. CLASS ACTION WAIVER

      THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW AS AGAINST THE PUBLIC POLICY.

    27. SECTION 21: COMMERCIAL PREJUDGMENT REMEDY WAIVER

      1. Each AND EVERY SUBSCRIBER UNDER THIS AGREEMENT, AND EACH OTHER PERSON OR ENTITY WHO MAY BECOME LIABLE FOR ALL OR ANY PART OF THIS OBLIGATION, HEREBY ACKNOWLEDGE THAT THE TRANSACTION OF WHICH THIS AGREEMENT IS PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED UNDER APPLICABLE LAW EACH AND EVERY SUBSCRIBER UNDER THIS AGREEMENT WAIVE (A) ALL RIGHTS TO NOTICE AND PRIOR COURT/ARBITRATION HEARING OR COURT/ARBITRATION ORDER, AS APPLICABLE, IN CONNECTION WITH ANY AND ALL PREJUDGEMENT REMEDIES TO WHICH UJATCARE.COM INC. MAY BECOME ENTITLED BY VIRTUE OF ANY DEFAULT OR PROVISION OF THIS AGREEMENT OR SECURITY AGREEMENT, IF ANY, SECURING THIS AGREEMENT AND (B) ALL RIGHTS TO REQUEST THAT UJATCARE.COM INC. POST A BOND, WITH OR WITHOUT SURETY, TO PROTECT SAID SUBSCRIBER AGAINST DAMAGES THAT MAY BE CAUSED BY ANY PREJUDGEMENT REMEDY SOUGHT OR OBTAINED BY VIRTUE OF ANY DEFAULT OR PROVISION OF THIS AGREEMENT OR SECURITY AGREEMENT, IF ANY, SECURING THIS AGREEMENT.

        AS A PART OF THE SAID PREJUDGEMENT REMEDY WAIVER ABOVE, EACH AND EVERY SUBSCRIBER UNDER THIS AGREEMENT, AND EACH OTHER PERSON OR ENTITY WHO MAY BECOME LIABLE FOR ALL OR ANY PART OF THIS OBLIGATION HEREBY ACKNOWLEDGE, UNDERSTAND, AGREE AND CONSENT THAT THE COMPANY MAY ATTACH OR GARNISH ANY AND ALL OF SUBSCRIBER’S MONEY HELD IN ANY BANK ACCOUNT AT A BANKING INSTITUTION IF THAT BANKING INSTITUTION HAS A BRANCH/OFFICE PHYSICALLY LOCATED IN THE TERRITORY OF UNITED STATES OF AMERICA AND/OR CONDUCTS OR IS REGISTERED TO CONDUCT BUSINESS IN THE TERRITORY OF UNITED STATES OF AMERICA.

        IT IS FURTHER AGREED AND ACKNOWLEDGED BY THE SUBSCRIBER THAT UJATCARE.COM INC. IS ENTERING INTO THIS AGREEMENT BASED UPON THE REMEDIES THAT THEY ARE PROVIDING TO THE UJATCARE.COM INC. HEREUNDER BECAUSE OF THE NATURE OF THE RISKS OF THE CONTEMPLATED TRANSACTION AND THE UJATCARE.COM INC. WOULD NOT OTHERWISE HAVE ENTERED INTO THIS AGREEMENT. SUBSCRIBER WAIVES ANY OR ALL OBJECTIONS TO UJATCARE.COM INC.’S RIGHT TO EXERCISE THE REMEDIES DESCRIBED HEREIN IN THE EVENT OF A DEFAULT BY SUBSCRIBER UNDER THIS AGREEMENT. HOWEVER, NOTHING HEREIN SHALL PREVENT SUBSCRIBER FROM CHALLENGING THE AMOUNT OF ANY ATTACHMENT OR GARNISHMENT OR THE DEBT OWED TO UJATCARE.COM INC. UNDER THIS AGREEMENT.

        SUBSCRIBER ALSO HEREBY ACKNOWLEDGE THAT THE UJATCARE.COM INC. INFORMED THE SUBSCRIBER OF REMEDIES DESCRIBED ABOVE AND ALL OTHER AS PROVIDED IN THIS AGREEMENT, BEFORE ENTERING INTO THIS AGREEMENT.

      2. SECTION 22. ARBITRATION CLAUSE

        1. Both parties to this Agreement agree to meet and confer in good faith on all matters and disputes arising under this Agreement, with respect to any controversy or claim, arising out of or relating to this Agreement, or the breach thereof shall be settled in the State of Florida by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The number of arbitrators will be limited to one (1) who shall be appointed by the Parties mutually within twenty (20) days from the receipt by respondent(s) of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. The decision of the arbitrator shall be final and binding upon all Parties and shall be non-appealable. Where a party files a claim against UJATCare.com Inc. in any other jurisdiction or venue whether or not judicially proper, such filing will have the legal effect of rendering such claim null and void and unenforceable against UJATCare.com Inc. In the event that UJATCare.com Inc. prevails in its action against a contracting party or in defense of an action against any contracting party, it will be entitled to any and all reasonable and foreseeable attorney fees, court costs and arbitration fees and any other reasonable and foreseeable costs associated with the litigation in addition to any award or relief granted by the court. For the purposes of this contract, the term “prevails” will mean any amount or kind of relief (monetary, injunctive or specific performance) awarded to UJATCare.com Inc. regardless of the actual amount sought or any award or relief granted to the other party. The arbitration shall be conducted and the award shall be rendered in the ENGLISH language.

    28. SECTION 23. GOVERNING LAW

      1. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without reference to conflict of laws principles.

    29. SECTION 24. FEDERAL GOVERNMENT END USE PROVISIONS

      If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Product” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of this Agreement.

    30. SECTION 25. ETHICAL CONDUCT AND COMPLIANCE

      Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of its employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restrictions by Us, You will use reasonable efforts to promptly notify Us at legal@ujatcare.com.

    31. SECTION 26. SURVIVAL

      Sections 2.1, 3.4, 3.5, 3.6, 4.4, 5 – 7, 9 and 11 – 23 shall survive termination of this Agreement with respect to use of the Services by You, Agents or End-Users. Termination of this Agreement shall not limit a Party’s liability for obligations accrued as of or prior to termination or for any breach of this Agreement.

    32. SECTION 27. DEFINITIONS

      When used in this Agreement with initial letters capitalized, these terms have the following meaning:

      “Account” means any accounts or instances created by, or on behalf of, Subscriber or its Affiliates within the Services.

      “Additional Feature(s)” means additional features or functionality (e.g. Built by UJATCare.com Inc. Marketplace Applications, UJATCare.com Inc. apps, or Early Access Programs) that are available or enabled through the Services, but do not form part of the Service. Additional Features also include third party services that are purchased and/or subscribed to via a Service Order and that are identified as being resold by UJATCare.com Inc. and governed by such third party’s alternate agreement. Additional Features are purchased or enabled separately and distinctly from Your Service Plan and Deployed Associated Services.

      “Affiliate(s)” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

      “Agent(s)” means an individual (including those of Your Affiliates) authorized to use the Service(s) through Your Account as an agent, account owner and/or administrator, each as identified through an individual Agent Login.

      “Agent Contact Information” means Personal Data about Your Agents, such as their name and email address, that UJATCare.com Inc. stores separate from the Services in order to, among other things, communicate with Your Agents and provide customer support. Agent Contact Information is not considered Service Data.

      “Agent Login” means a unique username and associated password provisioned to an individual to permit them to access the Services.

      “Agreement” means the Master Subscription Agreement together with any and all Supplemental Terms, Service Order and other mutually executed documents.

      “API” means the application programming interfaces developed, made available and enabled by UJATCare.com Inc. that permit Subscribers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

      “Applicable Data Protection Law” means the defined term in the Data Processing Agreement.

      “Associated Services” means products, services, features and functionality designed to be used in conjunction with the Services that are not included in the Service Plan to which You subscribe. For avoidance of doubt, Additional Features that are expressly stated to be governed by separate Supplemental Terms shall not be deemed an Associated Service. Where You have purchased, deployed, or subscribed to an Associated Service, such Associated Service is referred to as a “Deployed Associated Service.”

      “Built by UJATCare.com Inc. Marketplace Applications” means integrations and applications created or developed by UJATCare.com Inc. or its Affiliates and made available in the UJATCare.com Inc. Marketplace (available at https://www.UJATCare.com Inc..com/apps) which will be governed by this Agreement unless UJATCare.com Inc. otherwise communicates a different agreement to You at the time of Your deployment of or access to the integration or application.

      “Confidential Business Information” means all Confidential Information that is not Service Data, including, without limitation, Your Agents’ Personal Data and Account information, which UJATCare.com Inc. may store in its systems separate from the Service and in accordance with Our security policies and procedures.

      “Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including but not limited to the pricing terms. Notwithstanding the foregoing, Confidential Information shall not include information that

      (a) was already known to the receiving Party at the time of disclosure by the disclosing Party;

      (b) was or is obtained by the receiving Party from a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

      “Data Controller” refers to the entity that determines the purposes and means for Processing Personal Data.

      “Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by UJATCare.com Inc. to You in the applicable UJATCare.com Inc. help center(s), Site or UJATCare.com Inc. developer website; provided, however, that Documentation shall specifically exclude any “community moderated” forums as provided or accessible through such knowledge base(s).

      “End-User(s)” means any person or entity other than Subscriber or Agents with whom Subscriber, its Agents, or its other End-Users interact while using a Service.

      “Force Majeure Event” means any circumstances beyond Our reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-UJATCare.com Inc. Services, or acts undertaken by third parties, including without limitation, denial of service attack.

      “Intellectual Property Rights” means any and all of a Party’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.

      “Malicious Software” means any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.

      “Non-UJATCare.com Inc. Services” means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with a Service, including, without limitation, Non-UJATCare.com Inc. Services which may be integrated directly into Your Account by You or at Your direction.

      “Payment Agent(s)” means UJATCare.com Inc., Inc. or a payment agent designated by UJATCare.com Inc.

      “Personnel” means employees and/or non-employee contractors of the UJATCare.com Inc. engaged by the UJATCare.com Inc. in connection with performance hereunder.

      “Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.

      “Privacy Policy” means UJATCare.com Inc.’s Privacy Policy located at https://ujatcare.com/legal/privacy-policy.

      “Processing/to Process/Processed” shall have the meaning provided under Applicable Data Protection Laws (as defined within the Data Processing Agreement).

      “Service(s)” means the products and services that are used or ordered by You online through a link or via a Service Order referencing this Agreement, whether on a trial or paid basis and made available online by Us, via the applicable subscriber login link and other web pages designated by Us, including, individually and collectively, the applicable Software, updates, API, Documentation, and all Deployed Associated Services that are provided under this Agreement. “Services” exclude (a) Non-UJATCare.com Inc. Services as that term is defined in this Agreement; and (b) any Additional Features or Associated Services that are not provided under this Agreement or Your Service Plan. From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent Subscriber is given access to such Service as so described by virtue of a prior Service Order or other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.

      “Service Data” means all electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users in connection with Your use of such Service, excluding Agent Contact Information.

      “Service Data Breach” means an unauthorized access or improper disclosure that has been verified to have affected Your Service Data.

      “Service Order” means Our generated service order form(s) or online ordering document or process completed, executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the number of Agents authorized to use a Service under Your subscription and the Service Plan applicable to Your subscription.

      “Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site and in Documentation applicable to the Service) for the Services.

      “Site” means a website operated by the UJATCare.com Inc., including www.ujatcare.com, as well as all other websites that the UJATCare.com Inc. operates (but shall not include the Services).

      “Software” means software provided by UJATCare.com Inc. (either by download or access through the internet) that allows Agents or End-Users to use any functionality in connection with the applicable Service.

      “Sub-processor(s)” means any third-party data processor engaged by UJATCare.com Inc., including entities from the UJATCare.com Inc., who receives Service Data from UJATCare.com Inc. for Processing on behalf of Subscriber and in accordance with Subscriber’s instructions (as communicated by UJATCare.com Inc.) and the terms of its written subcontract.

      “Subscription Charges” means all charges associated with Your access to and use of an Account.

      “Subscription Term” means the period during which You have agreed to subscribe to a Service.

      “Supplemental Terms” means the additional terms and conditions that are (a) included or incorporated on a Service Order via hyperlink or other reference (e.g., when a Deployed Associated Service is purchased); (b) applicable to service(s) when purchased by You; (c) applicable to Additional Features when activated by You; and (d) UJATCare.com Inc.’s Service-Specific Terms; and (e) UJATCare.com Inc.’s Region-Specific Terms.

      “Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.

      “Usage Charges” means additional Subscription Charges that are incurred by Subscriber relating to the use of certain features and functionality that Subscriber enables within the Service.

      “We,” “Us” or “Our” means UJATCare.com Inc. as defined below.

      “UJATCare.com Inc.” means UJATCare.com Inc., Inc., a Florida corporation, or any of its successors or assignees.