FINDHELP END USER LICENSE AGREEMENT

This findhelp® End User License Agreement (“EULA”) by and between findhelp and the WellSky customer listed on the applicable Order Form (“Customer”) shall govern Customer’s access to and use of the findhelp Services and related support and other services offered by findhelp.

1. Definitions and Understandings
“Recipient”: the individual person(s) (sometimes referenced as Community Users or Seekers) or entity(ies) designated and referred by the Customer or another User to receive Assistance.  

“Assistance”: the help sought or requested by findhelp Customer or other User of the findhelp Services and that may be provided by CBOS or other entities, including Marketplace Suppliers. The help may include services (for example housing and food assistance, wheelchair ramp installation, home modifications, pest control, transportation) and/or products (for example, prepared meals, car seats, including delivery options), typically as part of a Referral, and includes the fulfillment of the Referral.  

“Authorized Customer User”: means, collectively Customer and any of Customer’s individual employees, agents, or contractors accessing or using the Services on Customer’s behalf under the rights granted to Customer pursuant to this Agreement.  

“Community Based Organization” (“CBO”) and “Program” The legal entity or individual that is responsible for the Program that offers and is responsible to fulfill the request for Assistance. These entities are a variety of private and public entities that provide the listed programs at no or reduced costs or other specialized services to persons in need in their applicable areas of operation in the United States. These are independent entities who offer Assistance in response to Referrals submitted by other users of the findhelp Services to the Program or that may be contacted through the findhelp Services or based on the information listed in the findhelp Services. These entities and individuals are not subcontractors or agents of findhelp and have no authority to act on behalf of findhelp.  

“Community User” means a member of the general public (not an Authorized Customer User) who accesses the Site.  

“Confidential Information” means any and all non-public information disclosed by one party to the other party pursuant to this Agreement in any form or medium, whether oral, written, graphical or electronic, that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.  

“Customer Affiliate” is defined as a company which controls, is controlled by or is under common control with Customer where “control” is defined as the power to direct the management and policies of the entity in question, whether by contract, ownership of voting securities, or otherwise. A Customer Affiliate shall only be considered such for so long as such control exists.  

“Customer Content” means the data, media and content submitted, stored, posted, displayed, or otherwise transmitted by Customer and Authorized Customer Users to findhelp through the Service and that is maintained, identified, and accessed as Customer’s unique and distinct data within the Customer’s distinct instance(s) of the findhelp Services.  

“Data” generally refers to the Customer Content and User Data and findhelp provided Data as it is made generally available through the findhelp Services to Customer, Community Users and/or findhelp’s general customer base within the various user accounts of the findhelp Services.  

“Documentation” means text and/or graphical information and data made available from or provided by findhelp to Customer, whether electronically or printed or as part of the Services, that describe the generally available features, functions and operation of the Services, and which are designed to facilitate use of the Services.  

“findhelp or Aunt Bertha”: Aunt Bertha, a Public Benefit Corporation, also doing business as findhelp and findhelp.org.  

“findhelp API”: findhelp’s application programming interface and any accompanying or related documentation, source code, executable applications and other materials made available by findhelp, including, without limitation, through its developer website and via the Platform.  

“findhelp Content” means findhelp’s proprietary information and the vast database of content and information made available from findhelp to Customer in the findhelp Services (directly through the findhelp platform or through other methods from findhelp, such as the online support portal) that findhelp continuously collects and stores based upon its own database of content and pursuant to separate content agreements with third parties, including its Community Users.  

“findhelp Marks”: Aunt Bertha® and findhelp®, and findhelp’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the Services pursuant to this Agreement.  

“findhelp Platform” findhelp’s unique commercially available web-based social services technology platform as made available to each and all Users, including all functionality, integrations, data, and communication (data sharing) options  

“Materials” mean collectively all the text, information, software, graphics, photographs and more, including the Documentation, the Platform and findhelp API through which findhelp offers the Services. Materials include any and all intellectual property embodied in the Materials including the findhelp Marks. Materials do not include Customer Content.  

“Open Source Software” means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org).  

“Platform” means a Customer-branded presentation of the findhelp Services Platform that may be licensed by Customer pursuant to an Order or SOW.  

“Referral” or “Service Request” is a request for Assistance in the findhelp Services, or from the information provided in the findhelp Services, by the Customer (or a Community User of the Customer’s branded public facing platform) on findhelp Platform to be provided to designated Recipient(s) and to be fulfilled by the CBO or Supplier selected by requesting User.  

“Seeker” means the specific individual person who is the recipient and subject of any referral, assessment, note, survey, or similar activity performed on or using the Site or Services, as designated and referred by the Customer or User to be the recipient of the Assistance.  

“Services” or “findhelp Services” means any and all services, tools, software, content, applications and functionalities as may be provided by findhelp to Customer under this Agreement, including access to and use of the Customer’s Platform and the findhelp API, which is offered on a subscription basis, and the Data as presented to findhelp’s general customer base through the Platform including access to and use by way of such Platform and API further described in the Order depending upon the Services subscribed by the Customer pursuant to the Order. Services include the API License, the Platform License and any or all other services purchased pursuant to an Order.  

“Site” means, collectively, the sites located at the URL: www.findhelp.com , www.findhelp.org , as well as all associated sites linked or redirected to such sites by findhelp, its subsidiaries and affiliated companies, whether as presented to end users by findhelp or as presented by the Customer pursuant to and subject to a Platform License.  

“System” means, in the event that an API License is granted in the Order, the Customer managed software system that is listed in the Order with which the licensed API is permitted to interact.  

“User” any individual or entity that uses (directly and/or through the use of any technology) the findhelp Services.  

“User Data” means information about a Seeker (or any other User) of the findhelp Services that is processed or created by, or entered into, the Site or Services by any user and is stored, maintained, and accessed within the User’s account functionality of the findhelp Services Platform, which the User may claim and control through the User’s email address or other methods permitted within the findhelp Services.  

“User Terms” means the “Aunt Bertha Privacy Policy” located at https://company.findhelp.com/privacy/ and the “End User Terms of Service” located at https://company.findhelp.com/terms/. These terms apply to public users of the Sites made available publicly online. To the extent available within the features and functionality of the Services, Customer is able to provide branded messaging and Customer’s own linked terms for use on Customer’s branded public-facing Site.

2. Subscription License; and API License
2.1. License. All rights to use the findhelp Services (including any Platform or API technology provided by findhelp) are subject to Customer’s subscription to and payment for applicable Platform Services that are agreed pursuant to an Order. In consideration of Customer’s payment of applicable Fees, subject to the terms and conditions of this Agreement, including but not limited to Section 3 below, findhelp grants to Customer and its Authorized Customer Users a non-exclusive, non-transferable, non-sublicensable, within the United States only, revocable right and license during the Subscription Term (i) to access, input, interact, and share the Data within the Platform and (ii) to use, reproduce, transmit, publicly perform, publicly display, copy, process, and measure the Data solely (1) within the Platform and to the extent required to enable the ordinary and unmodified functionality of the Platform as described in the online descriptions, and (2) for the Customer’s internal business use (together “Platform Purpose”) and agreed Scope of Use. Customer acknowledges that the license hereunder is solely being provided for the Platform Purpose and not to modify or to create any derivatives based on the Data. Customer will take reasonable and appropriate measures to restrict the use of the Platform to prevent unauthorized access, including the scraping and any improper use of the Data. Community Users who are not Authorized Customer Users do not require a separate license to be purchased on such Community User’s behalf by Customer. A Community User is granted the right to access general public user account capabilities of the public facing Site when the Community User agrees to (and maintains compliance with) findhelp’s then current User Terms.  

2.2. Additional API License (if any API is applicable to the Order with the Customer) Conditions: Customer may during the applicable Subscription Term: (i) access, use and make real time transmissions and receptions of Data and information to the findhelp API, in object code form only; (ii) access, input, transmit, and interact with the Data solely for use with and within the System; and (iii) use, process, and measure the Data solely to the extent required to enable the display of the Data for “System End Use,” as defined in the following sentence (together, the “API Purpose”). The Authorized Customer Users are permitted read only access to the Data solely as and how the Data is presented to such Authorized Customer Users within the System and only within the USA (the “System End Use”). Customer hereby acknowledges that the license hereunder is solely being provided for the API Purpose and not to modify or to create any derivatives based on the Data supplied by findhelp. Customer shall ensure that the Authorized Customer Users will not access the findhelp API other than within the System and within the authorized scope of use. Customer agrees that (i) Customer will not persist or cache any Data; (ii) display of the Data in the System will be based on real-time API use; (iii) Customer will use all reasonable efforts to restrict the use of the System so as to prevent unauthorized access, including the scraping and unauthorized exploitation of the Data; and (iv) Customer will promptly install updates to the API that findhelp makes available from time to time within thirty (30) days of findhelp making an update generally available to its customer base.

3. Restrictions
3.1. Materials. Customer shall not, and shall not permit any Authorized Customer Users to: (i) copy or duplicate any of the Materials in any form, regardless of technique (e.g., screen-scraping, downloading, printing or otherwise) except as permitted in this Agreement and the Documentation; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Materials is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Materials, or attempt to do any of the foregoing, and Customer acknowledges that nothing in the Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Materials, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of findhelp; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Materials; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Materials; (vi) use any Open Source Software in connection with any of the Materials in any manner that requires, pursuant to the license applicable to such Open Source Software, that any of the Materials be (1) disclosed or distributed in source code form, (2) made available free of charge to recipients, or (3) modifiable without restriction by recipients; (vii) assign, sublicense, sell, resell, lease, rent, disseminate, distribute, or otherwise transfer, make available, or convey, or pledge as security or otherwise encumber, Customer’s rights granted hereunder; (viii) host, save, preserve, memorialize, aggregate, collect, compile, or otherwise retain or store any of the Materials (or any copy thereof); (ix) use the Materials in any manner not expressly authorized by this Agreement, or (x) use the Materials, or findhelp API to create or benefit from any service that is competitive with the Platform or any other findhelp service. Customer will use the Materials in compliance with all applicable laws, statutes, regulations or rules and will not use any of the Materials in connection with any illegal activities. All copies of the Materials in Customer’s possession, or any part thereof, shall be identified by title, shall reproduce findhelp’s copyright notice (if any) and proprietary legend (if any), and shall be marked confidential (to the extent that the Materials are marked confidential or otherwise identified to be confidential by findhelp). For purposes of this Agreement, any copy (e.g. cached representation) of all or any portion of the Materials shall be treated in the same manner as the Material itself, and all obligations as to Materials as set forth in this Agreement, with respect to copies of such Materials, shall survive indefinitely. Each Party shall comply with any and all laws and regulations of any and all countries, states, or other jurisdictions that apply to the use and display of the Materials. 

3.2. Authorized Customer Users and Use. Customer acknowledges and agrees that, as between Customer and findhelp, Customer will be responsible for all use by Authorized Customer Users. Customer will ensure that all Authorized Customer Users are aware of the provisions of this Agreement related to the proper use of the Services and any additional Customer requirements and process for such use. findhelp reserves the right to establish a maximum amount of storage and a maximum amount of data that Customer may store within, or post, collect, or transmit on or through the Services. findhelp will notify Customer in advance (at least ninety days) of any limit and the parties will communicate on options to reduce and or address the storage capacity options and size of Customer Data and Customer Content within the Services. A Customer Affiliate will only have the right to use the Services through a unique Platform license through a separate subscription Order, or If Customer expressly orders a license to the Services for the Customer Affiliate(s). Customer retains full responsibility for each Customer Affiliate’s compliance with the applicable terms and conditions of the Agreement. 

3.3. Customer Accounts. Customer will obtain and maintain all Customer equipment and services needed for access to and use of the Services. Customer will maintain the confidentiality of password(s), including any password of a third-party site that Customer may use to access the Services, Customer will notify findhelp if account passwords are lost, stolen, if Customer is aware of any unauthorized use of account passwords on the Services or if Customer is aware of any other breach of security in relation to the Services. 

3.4. Suspension. findhelp reserves the right, in its reasonable discretion, to temporarily suspend access to and use of the Services: (i) during planned downtime for upgrades and maintenance to the Services (findhelp will generally provide advance notice of such planned downtime on the support pages applicable to the Services); (ii) during any force majeure event; or (iii) if findhelp suspects or detects any malicious software connected to Customer’s account or use of the Services by Customer or Authorized Customer Users.

4. Delivery
4.1. Credentials. In order to use and access the Platform, Authorized Customer Users must obtain credentials. Customer may not share its credentials with any third party, will make commercially reasonable efforts to keep such credentials and all login information secure and shall use the credentials as Customer’s sole means of accessing the Services. 

4.2. Data. Data will be provided in the form and format that findhelp makes such Data available to its general customer base for the applicable Services. Any technical changes to the format, frequency, and volume of Data delivered requested or required by Customer shall not be binding on findhelp without the prior written consent of findhelp, which may be withheld for any reason and will not be unreasonably withheld. 

4.3. Site. In order to access certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site, Customer must ensure the successful registration of a user account through the options offered in the findhelp Services for each of its Authorized Customer Users with findhelp, and as may be directly managed by Customer and administrative users of the Customer.

5. Customer Content and Performance Data
5.1. Customer Content. Customer retains all right, title and interest in and to the Customer Content. Customer grants a license to findhelp the right to use the Customer Content during the Subscription Term for purposes of making available the Services to Customer. 

5.2. Performance Data. Customer grants to findhelp the right to collect and use data related to the use of communications and data sent through the findhelp Services, including any findhelp API, (the “Performance Data”) to analyze the performance of the findhelp Services in order to manage and improve the Services. Such Performance Data belongs to findhelp and may be used by Customer only to the extent necessary for evaluation of the performance of the findhelp Services.

6. Subscription Term
Customer shall be permitted to use the Data only during its paid subscription term. Upon termination, Customer’s right to receive and use any findhelp Services will end immediately.

7. Electronic Communications
findhelp will provide and Customer agrees to receive electronic communications from findhelp. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services.

8. Confidentiality
Customer and findhelp agree as follows with respect to Confidential Information: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) to not reproduce Confidential Information of the other party, and to hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) to not create any derivative work from the Confidential Information of the other party; (iv) to restrict access to the Confidential Information of the other party to its personnel, agents, and/or consultants, who have a need to have access and who have been advised of and have agreed in writing to treat such Confidential Information in accordance with this Agreement; and (v) to return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of the Subscription Term. The obligations contained in this paragraph will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. 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 making the disclosure pursuant to the order shall first have given written notice to the other party to allow the other party a reasonable opportunity to obtain a protective order; or (ii) to establish a party’s rights under the Agreement, including to make such court filings as it may be required to do.

9. Links to Third-Party Sites
findhelp may provide links on the Services to third-party sites. findhelp is not obligated to review any third-party sites that Customer visits through a link to from the Services, findhelp does not control any of the third-party sites, and is not responsible for any of the third-party Services (or the products, services, or content available through any of them). findhelp does not endorse or make any representations about such third-party sites, any information, software, products, services, or materials found there or any results that may be obtained from using them. Customer’s access of any third-party sites shall be entirely at Customer’s own risk and Customer shall follow the privacy policies and terms and conditions for those third-party sites. Certain areas of the Services may allow Customer to interact and/or conduct transactions with one or more third-party sites, and, if applicable, allow Customer to configure its privacy settings in that third-party site account to permit Customer’s activities on the Services to be shared with Customer’s contacts in Customer’s third-party site account.

10. Authorized Activities Related to the Site
10.1. Permitted Purpose. Use of the Services shall be solely for the Customer and the authorized Scope of Use in compliance with this Agreement (the “Permitted Purposes”). Any other use of the Services beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Services. By way of example and not limitation, Customer will not, and will not allow its Authorized Customer Users to use the Services: (i) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law; (ii) to stalk, harass, or harm another individual; (iii) to impersonate any person or entity or otherwise misrepresent Customer’s affiliation with a person or entity; (iv) to interfere with or disrupt the Services or servers or networks connected to the Services; (v) to use any data mining, robots, or similar data gathering or extraction methods in connection with the Services; or (vi) to attempt to gain unauthorized access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means.  

10.2. Use of the Services. Customer and its Authorized Customer Users are entirely responsible for the content of, and any harm resulting from, any Customer Content or other content posted or uploaded by Customer or such Authorized Customer Users to the Services, regardless of whether the Customer Content in question constitutes text, graphics, audio files, information, or computer software. By using the Services, Customer represents and warrants that: (i) the uploading, downloading, copying and use of the Customer Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party; (ii) the Customer Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; (iii) the Customer Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); (iv) the Customer Content does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party; (v) the Customer Content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; (vi) the Customer Content is not named in a manner that misleads readers into thinking that Customer is another person or company; (vii) the Customer Content does not include racially, ethnically, obscene, sexually explicit or otherwise offensive language or use the Services to discuss, incite illegal activity or promote hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity. Customer is solely responsible for the use and placement of Customer Content on the Customer’s branded findhelp Services. Customer will ensure that all Authorized Customer Users are at least 13 years of age; and, if any Authorized Customer User is less than 18 years of age, Customer must have appropriate supervision of any such user. In addition, Customer agrees to not in any way, directly or indirectly, by contract or otherwise, block or restrict any other user of the findhelp Services from obtaining any User Data made available by findhelp through the Services. In order to cooperate with governmental requests, to protect findhelp’s systems and customers, or to ensure the integrity and operation of findhelp’s business and systems, findhelp may access and disclose any information findhelp considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If findhelp makes any suggestions on using the Services, Customer is responsible for any actions Customer may take based on any such suggestions.

11. Specific Terms for CBOs (Programs)
[only applicable if Customer elects to use the CBO account functionality in the findhelp Services] Customers who are CBOs, and the Authorized Customer Users who use the Services on the CBO’s behalf are subject to the applicable Customer Terms for Organizations, who participate as Community Based Organizations (CBOs and programs), at https://organizations.findhelp.com/customer-terms-for-organizations/ , which are applicable to the workflow maintained at https://www.findhelp.org/claims or through any other method that may now or in the future become available, Customer represents and warrants that Customer is authorized to act on its own behalf, and on the behalf of the CBO, and its Authorized Customer Users (collectively “Customer CBO”), and to bind Customer CBO to the terms of this Agreement. CBOs and their Authorized Customer Users are granted access to certain functionality through the Site to help the CBO with intake management, appointment scheduling, communication and other tasks related to individuals who are seeking services from them (“CBO Tools”). CBO Tools and their use by Authorized Customer Users are subject to all terms of this Agreement, in addition to any supplemental terms related to specific functionality described in this Section 11. findhelp is aware that some CBOs provide services to individuals where the records related to those services are subject to the privacy requirements established in 42 CFR Part 2 – Confidentiality of Substance Use Disorder Patient Records. If the Customer CBO provides such services, Customer agrees that the Customer CBO is solely liable for maintaining compliance with 42 CFR Part 2, including but not limited to collecting proper written or electronic consent from any individual where such consent is necessary to further disclose that individual’s information for any purpose. While findhelp may provide Customer with communication and functionality features related to the services that the Customer CBO provides, it is the Customer CBO’s responsibility to ensure that those tools, and any other CBO Tools, are used in compliance with all applicable laws and regulations, including 42 CFR Part 2.

12. findhelp’s and User’s Proprietary Rights 
12.1. findhelp Marks. “Aunt Bertha” and “findhelp” are trademarks that belong to Aunt Bertha, a Public Benefit Corporation. Other trademarks, names and logos on the Services are the property of their respective owners. Unless otherwise specified in this Agreement, all Materials, including the arrangement of them on the Services are the sole property of Aunt Bertha, a Public Benefit Corporation. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license holder. Customer will not remove or alter findhelp Marks that may be included with any Materials.  

12.2. findhelp Materials and Intellectual Property. The Materials are provided to Customer under a nonexclusive license and not in connection with a sale. Other than the non-exclusive license granted to Customer for the Permitted Purpose hereunder, findhelp retains all right, title and interest, including all copyright, patent, trade secret and other intellectual property rights, in and to the findhelp API, Data, and Materials, not including Customer Content.  

12.3. Aggregated Statistics. To assist with the functioning of the findhelp Services technology platform, and improve the platform for all users and expand the use of the platform, findhelp may monitor Customer’s use of the Services and use data and information related to such use and the Customer Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between findhelp and Customer, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by findhelp. Customer acknowledges that findhelp will be compiling Aggregated Statistics based on the Customer Content input into the Services and Customer agrees that findhelp may (i) make such Aggregated Statistics publicly available, and (ii) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer, Customer Confidential Information, or any individual person.  

12.4. Suggestions and Feedback. If Customer and any of Customer’s users elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to findhelp, findhelp may act on such suggestions without any obligation to Customer or the specific user providing the feedback.  

12.5 Exchange of Information. As options to Customer and all other independent users of the findhelp Services, the findhelp Services provide functionality for sharing (sending, receiving, requesting, and viewing) information (data) of various types from independent users (entities and individual persons) of the findhelp Services, including the CBOs and Community Users and other independent users. Like each user of the findhelp Services, Customer is solely responsible for the decision to use such functionality and complying with Customer’s own obligations under applicable federal and state laws and this Agreement to appropriately and lawfully use the options and data made available to Customer within the findhelp Services and also within Customer’s distinct user accounts. While Customer and other users may elect not to use such functionality and data, any such data that is shared by Customer through such functionality will then be subject to the control and responsibility of the user(s) receiving the data.

13. Indemnity 
13.1. Customer Indemnity. Customer will defend, indemnify and hold harmless findhelp, and its respective directors, officers, employees and agents, from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim to the extent such claim arises from (i) Customer’s use of the Data other than as permitted under this Agreement; (ii) any claim by a Community User or any other person stemming from Customer or and Authorized Customer User’s interactions with such person by way of the Services, or otherwise or; (iii) any violation of applicable local, state, or federal laws or regulations by Customer and Authorized Customer Users.  

13.2. findhelp Indemnity. findhelp will defend at its expense any cause of action brought against Customer, to the extent that such cause of action is based on a claim that the Services, as delivered by findhelp to Customer, infringe a United States patent, copyright, or trade secret of a third party. findhelp will pay those costs and damages finally awarded against Customer pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by findhelp. Customer may retain its own counsel at Customer’s own expense. findhelp shall have no liability for any claim of infringement based on: (i) Services which have been modified by parties other than findhelp where the infringement claim would not have occurred in the absence of such modification; (ii) Customer’s use of the Services in conjunction with data where use with such data gave rise to the infringement claim; or (iii) Customer’s use of the Services outside the permitted scope of the Agreement. Should the Services become, or in findhelp’s opinion is likely to become, the subject of a claim of infringement, findhelp may, at its option, (i) obtain the right for Customer to continue using the Services, (ii) replace or modify the Services so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and use of the Services. Upon such termination, Customer shall cease accessing the Services and findhelp will refund to Customer, as Customer’s sole remedy for such license termination, the subscription Fees paid by Customer for the terminated license for the past twelve months. THIS SECTION 13.2 STATES THE ENTIRE LIABILITY OF FINDHELP WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE SERVICES.  

13.3. Indemnification Procedures. The parties indemnification obligations are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation to the indemnifying party in good faith in the defense of any such claim.

14. Warranties and Security 
14.1. Limited Warranties. findhelp warrants that the Services (i) will run substantially in accordance with their Documentation; and (ii) will be performed in a professional and workmanlike manner, consistent with industry standards. Each Party represents and warrants to the other that it has the full corporate right, power, and authority to enter into this Agreement. Customer represents and warrants to findhelp that its use of the Services, including the Data, shall be conducted in accordance with applicable laws, rules or regulations, industry standards and this Agreement.  

14.2. Warranties Disclaimer. Findhelp is continuously working to improve and supply the findhelp Services in support of the findhelp mission we share with and for each and all of the users of the findhelp Services. For legal purposes, findhelp is required to clearly explain that the offered warranties do not extend beyond those expressly stated in this Agreement:
TO THE EXTENT ALLOWED BY APPLICABLE LAW, FINDHELP PROVIDES THE FINDHELP SERVICES “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FOR EXAMPLE, FINDHELP DOES NOT MAKE ANY WARRANTIES ABOUT THE CONTENT OR FEATURES OF THE SERVICES, INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.  

14.3. Security Assurance. findhelp will continue to take appropriate and reasonable measures designed to provide for the security, and availability, of data and information in the Services, including backup and disaster recovery for the systems within the control and responsibility of findhelp; and, during the term of this agreement (including consecutive renewals), findhelp will maintain compliance with the requirements for its current HITRUST certification (or equivalent alternative). Findhelp will also keep records of all personnel with such IT systems access and findhelp shall promptly report any breach of its IT systems or data that relates to Customer or Customer’s data that is stored within the findhelp’s systems and shall inform Customer of its investigation and mitigation of any such breach. Both parties will take industry standard precautions to protect login information, prevent malicious software transmissions, prevent unauthorized access to the IT systems, prevent access to unauthorized information within the IT systems, timely terminate personnel access when not needed, and other reasonable administrative, technical, and physical safeguards. Each party shall remain responsible for their respective network and/or systems, as well as the configuration of their security settings and controls. Without a mutual written amendment to this Agreement, the Parties agree that findhelp will not be obligated to complete any additional security assessments or reviews, or be subject to additional testing or inspections or audits (initiated by or on behalf of Customer) while such HiTRUST certification is consistently maintained by findhelp. Upon request by Customer, findhelp will provide the most current completed third-party assessment related to such HiTRUST certification to Customer.

15. Limitation of Liability 
15.1. LIABILITY CAP. IN NO EVENT WILL CUSTOMER, FINDHELP (OR ITS AFFILIATES, SUBSIDIARIES, LICENSORS OR AGENTS, INCLDING WELLSKY) BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF CUSTOMER, FINDHELP (OR ITS AFFILIATES, SUBSIDIARIES, LICENSORS OR AGENTS, INCLDING WELLSKY) FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION BASED IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO FINDHELP BY CUSTOMER OR ON CUSTOMER’S BEHALF DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY.  

15.2. THE LIABILITY CAP DOES NOT APPLY OR LIMIT A PARTY’S LIABILITY WITH RESPECT TO (A) SECTION 9 (“PRIVACY AND CONFIDENTIALITY AND APPROPRIATE CONSENT”), (B) EITHER PARTY’S MISAPPROPRIATION OF MATERIALS (INCLUDING DATA), SERVICES OR OTHER INTELLECTUAL PROPERTY, OR (C) SECTION 13 (“INDEMNITY”).  

15.3. FINDHELP ACTS AS ONLY AS AN INTERMEDIARY TO PROVIDE THE FINDHELP SERVICES PLATFORM TO FACILITATE FINDHELP’S MISSION FOR THE REFERRALS AND REQUESTS FOR ASSISTANCE MADE BY AND BETWEEN THE USERS, THOSE SEEKING ASSISTANCE AND THE CBOS AND SUPPLIERS AND PROVIDERS WHO MAY RESPOND TO AND/OR FULFILL THE REQUESTS AND REFERRALS. FINDHELP DOES NOT HAVE ANY RESPONSIBILITY TO RESPOND TO OR FULFILL ANY REFERRALS OR REQUESTS FOR ASSISTANCE. FINDHELP HAS NO LIABILITY FOR THE ACTS OR OMISSIONS OF ANY CBO, SUPPLIER, PROVIDER, OTHER CUSTOMERS AND ANY OTHER INDEPENDENT USERS OF THE FINDHELP SERVICES.

16. Local Laws, Export Control 
findhelp controls and operates the Services from its headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in locations outside of the United States of America. If Customer or Authorized Customer Users use the Services or Services outside the United States of America (provided such use has been permitted in writing), Customer and Authorized Customer Users are solely responsible for following applicable local laws.