Confidant™ End-User License Agreement  

This Confidant Software End-User License Agreement (“EULA”) is a legal agreement between the end-user (either “you” or the “end user”) and ProSoft Practice Solutions LLC (“ProSoft”), makers of Confidant™, and is made for good and valuable consideration including, without limitation, your payment of a license fee (included in your purchase price) to ProSoft. 

1.                 Copyright. This software program, all printed materials related to this software program, any on-line or electronic documentation related to this software program, including the User’s Manual, and all copies and derivatives of this software program and materials (collectively, the “Program”) are the copyrighted work of ProSoft. All title, ownership rights and intellectual property rights in and to the Program and any and all copies thereof are owned by Confidant Software, Inc. The program is protected by the copyright laws of the United States, international copyright treaties, conventions and other laws. All rights are reserved. All data entered by the end-user is excluded from copyright and remains the sole confidential property of the end-user. 

2.                    EULA.  All use of the Program is governed by this EULA, and the Program is solely for use by end users in accordance with the terms of this EULA. Any use or reproduction of the Program not in accordance with the terms of this EULA is expressly prohibited. By installing, copying or otherwise using the Program, you agree to accept the terms and conditions contained in this EULA and to be bound them. 

3.                    Limited Use License. This EULA licenses your use of the Program on up to three (3) computers. 

4.                    Responsibilities of End User. 

a.                    You may not, in whole or in part, reverse engineer, derive source code, modify, disassemble, decompile, publish, distribute via the Internet (or other public computer based information system), create derivative works (including translations), transfer, sell, lease, license, or otherwise make available to any unauthorized party the Program or a copy or portion of the Program.  Nor may you remove any proprietary notices or labels from the Program. 

b.                    You may only make copies of the Program for back up or archival purposes. All notices of proprietary rights, including trademark and copyright notices, must appear on all permitted back up or archival copies made. 

c.                    The output of the Program (including but not limited to the CPT® Code information, DSM diagnostic information, session and billing notes, and reports) are intended for the responsible use of the trained and licensed end-user professional. ProSoft has no responsibility for the use of the Program output. 

d.                    You may not rent, lease or sell the Program, and you must ensure that anyone with authorized access to the Program will comply with the provision of this EULA. 

5.                    Limited Warranty. ProSoft warrants up to and including 90 days from the date of your purchase of the Program that the media containing the Program shall be free from defects in material and workmanship. In the event that the media prove to be defective during this time period, and upon presentation to ProSoft of proof of purchase of the defective Program,  ProSoft will at is option: 1) correct any defect, or 2) replace the Program, or 3) refund your purchase price.The foregoing repair, replacement or refund is your exclusive remedy. 

6.                    Limitations of Liability. Except for the Limited Warranty set forth in the previous paragraph, ProSoft expressly disclaims any warranty for the Program, which is provided “as is” without warranty of any kind, either express or implied, including, without limitation, any warranty covering ANY DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PROPRIETARY INFORMATION, COMPUTER FAILURE OR MALFUNCTION (HARDWARE OR SOFTWARE), LOSS OR DEFAMATION DUE TO MALPRACTICE SUITS, LOSS OF GOODWILL, ANY COSTS OF RECOVERING, REPROGRAMMING OR REPRODUCING ANY DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM, OR ANY PART(S) THEREOF, EVEN IF PROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. NEITHER PROSOFT, NOR ANY OF ITS RELATED OR AFFILIATED COMPANIES, NOR ANY OF ITS PERSONNEL SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OF THE PROGRAM OR INABILITY TO USE THE PROGRAM. THE PROPER USE OF THE DATA AND OUTPUT DERIVED FROM THE PROGRAM IS THE SOLE RESPONISBILITY OF THE END-USER. Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, this limitation may not apply to you. IN NO EVENT SHALL PROSOFT’S TOTAL LIABILITY TO YOU FOR DAMAGES EXCEED THE AMOUNT PAID FOR PRODUCT BY YOU TO PROSOFT.   

7.                    CPT® Codes. The CPT Code data and information contained in the Program is licensed by ProSoft from the American Medical Association (“AMA”). The license granted is a nontransferable, nonexclusive license, for the sole purpose of internal use by End User with the Territory.  ProSoft’s ability to provide updated CPT Code data and information is dependent on a continuing contractual relationship between ProSoft and the AMA. CPT is copyrighted by the AMA and is a registered trademark of the AMA. 

The CPT Code data and information is provided “as is” without any liability to the AMA, including without limitation, no liability for consequential or special damages, or lost profits for sequence, accuracy, or completeness of data, or that it will meet the End User’s requirements, and that the AMA’s sole responsibility is to make available to ProSoft replacement copies of the CPT Code data or information if the data is not intact; and that the AMA disclaims any liability for any consequences due to use, misuse, or interpretation of information contained or not contained in the CPT Code date or information. 

8.                U.S. Government Rights.  This product includes CPT which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable, which was developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois 60654. U.S. government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable, for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements. 

9.                    Termination of EULA. This EULA will terminate in the event that you default under your obligations hereunder. 

10.                 Applicable Law, Jurisdiction and Venue. This agreement and all matters connected with the performance thereof shall be construed, interpreted, applied and governed in all respects by the laws of the State of New York.  You agree to irrevocably and unconditionally invoke and/or submit to the exclusive jurisdiction of any United States Federal or New York State or City Court sitting in New York City in any action or proceeding relating to the Product. You further irrevocably and unconditionally agrees to waive any objections to venue of any such action or proceeding brought in such court, or to the fact that such court is an inconvenient forum. 

11.               Affect of Invalidity. In the event that a provision hereof is determined to violate any law or is unenforceable the remainder of this EULA will remain in full force and effect.